6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

For the month of May, 2017

Commission File No.: 001-37408

DHX MEDIA LTD.

(Translation of the registrant’s name into English)

1478 Queen Street

Halifax, Nova Scotia, Canada

B3J 2H7

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ¨ Form 40- F x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

DOCUMENTS FURNISHED

See the Exhibit Index hereto for a list of the documents furnished herewith and forming a part of this Form 6-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DHX Media Ltd.
Date:  June 1, 2017	By:	/s/ Mark Gosine
		Name: Mark Gosine
		Title: Corporate Secretary

FORM 6-K EXHIBIT INDEX

Exhibit	Description
99.1	Underwriting Agreement dated as of May 31, 2017 between DHX Media Ltd., Canaccord Genuity Corp., RBC Dominion Securities Inc., National Bank Financial Inc., Scotia Capital Inc., CIBC World Markets Inc. and Echelon Wealth Partners Inc.
99.2	Subscription Receipt Agreement dated as of May 31, 2017 among DHX Media Ltd., Computershare Trust Company of Canada, Canaccord Genuity Corp. and RBC Dominion Securities Inc.
99.3	Special Warrant Indenture dated as of May 31, 2017 between DHX Media Ltd. and Computershare Trust Company of Canada
99.4	Indenture dated as of May 31, 2017 between DHX Media Ltd. and Computershare Trust Company of Canada

EX-99.1

Exhibit 99.1

UNDERWRITING AGREEMENT

May 31, 2017

DHX Media Ltd.

1478 Queen Street

Halifax, Nova Scotia

B3J 2H7

Attention: Dana Landry, Chief Executive Officer

Dear Sirs/Mesdames:

Canaccord Genuity Corp. (“Canaccord”) and RBC Dominion Securities Inc. (“RBC” and collectively with Canaccord, the “Co-Lead Underwriters”), together with National Bank Financial Inc., Scotia Capital Inc., CIBC World Markets Inc. and Echelon Wealth Partners Inc. (collectively with the Co-Lead Underwriters, the “Underwriters”, and each individually, an “Underwriter”) hereby severally, and not jointly, nor jointly and severally, in their respective percentages set out in Section 16 below, offer to purchase from DHX Media Ltd. (the “Corporation”) and the Corporation hereby agrees to issue and sell to the Underwriters, 125,000 subscription receipts of the Corporation (the “Subscription Receipts”), on a “bought deal” private placement basis, at the purchase price of $1,000 per Subscription Receipt (the “Offering Price”), for aggregate gross proceeds of $125,000,000. The offering by the Corporation of the Subscription Receipts (which term shall include any Additional Subscription Receipts (as defined below) to be purchased in the event of the exercise by the Underwriters of the Underwriters’ Option (as defined below)) is hereinafter referred to as the “Offering”.

Subscription Receipts

The gross proceeds from the sale of the Subscription Receipts (the “Escrowed Funds”), less one-half of the Commission (as defined below) for the Subscription Receipts and the amount payable to the Underwriters on account of their expenses payable pursuant to this Agreement, will be held by Computershare Trust Company of Canada (or such other escrow agent determined by the Corporation and the Underwriters), as escrow agent for the Corporation (the “Subscription Receipt Agent”) in accordance with the Subscription Receipt Agreement (as defined below).

Upon the satisfaction of the Escrow Release Condition (as defined below) and delivery of the Escrow Release Notice (as defined below) by the Corporation to the Subscription Receipt Agent, the Escrowed Funds shall be released to the Corporation (less the remaining 50% of the Commission, which shall be paid to Canaccord (on behalf of the Underwriters), and each Subscription Receipt will entitle the holder thereof to receive, at the Release Time (as defined below) on the Release Date (as defined below) and without payment of additional consideration or further action on the part of the holder, one (1) special warrant (each, a “Special Warrant”). The description of the Subscription Receipts herein is a summary only and is subject to the specific attributes and detailed provisions of the Subscription Receipts to be set forth in the Subscription Receipt Agreement. In the case of any inconsistency between the description of the Subscription Agreements in this Agreement and their terms and conditions as set forth in the Subscription Receipt Agreement, the provisions of the Subscription Receipt Agreement will govern.

In the event that: (a) the Release Time fails to occur by 5:00 p.m. (Toronto time) on September 28, 2017; or (b) the Corporation has advised the Underwriters or announced to the public that it does not intend to proceed with the Acquisition (any such event being a “Termination Event”, and the date upon which such event occurs being the “Termination Date”), the Subscription Receipt Agent shall pay to each holder from the Escrowed Funds, an amount equal to the Offering Price therefor, plus accrued interest thereon from the Closing Date to and including the date of such repayment at a rate of 5.875% per annum (the “Return Amount”), less any withholding Tax required to be withheld in respect thereof under applicable law, commencing on the fifth Business Day (as defined below) following the Termination Date. In the event that the Escrowed Funds are insufficient to satisfy the aggregate Return Amount, the Corporation shall contribute to the Subscription Receipt Agent such additional funds as are necessary to satisfy the aggregate Return Amount in full.

Special Warrants

The Special Warrants will be duly and validly created and issued pursuant to, and governed by, a special warrant indenture (the “Special Warrant Indenture”) to be entered into effective on the Closing Date between the Corporation and Computershare Trust Company of Canada (or such other agent determined by the Corporation and the Underwriters), as special warrant agent for the Corporation (the “Special Warrant Agent”). The description of the Special Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Special Warrants to be set forth in the Special Warrant Indenture. In the case of any inconsistency between the description of the Special Warrants in this Agreement and their terms and conditions as set forth in the Special Warrant Indenture, the provisions of the Special Warrant Indenture will govern.

Each Special Warrant will entitle its holder to receive $1,000 principal amount of 5.875% senior unsecured convertible debentures of the Corporation due September 30, 2024 (each, an “Underlying Debenture”), for no additional consideration upon the exercise or deemed exercise of the Special Warrants at any time after the issuance of the Special Warrants.

The Special Warrants will be automatically exercised on the Deemed Exercise Date (as defined below).

Underlying Debentures

The Underlying Debentures will be duly and validly created and issued by the Corporation pursuant to, and governed by, the terms of a convertible debenture indenture (the “Underlying Debenture Indenture”) to be entered into on the Closing Date between the Corporation and Computershare Trust Company of Canada (or such other trustee determined by the Corporation and the Underwriters), as indenture trustee for the holders of Underlying Debentures (the “Underlying Debenture Trustee”). The Underlying Debentures owned and controlled by a “Canadian” within the meaning of the Direction from the Governor in Council (i.e. the Cabinet of the Canadian federal government) to the Canadian Radio-television and Telecommunications Commission (the “Direction”) shall be convertible into Common Voting Shares (as defined below) and Underlying Debentures not owned and controlled by a “Canadian” within the meaning of the Direction shall be convertible into Variable Voting Shares (as defined below) (collectively, together with any Common Voting Shares and Variable Voting Shares issuable under the terms and conditions of the Underlying Debenture Indenture, the “Debenture Shares”), each at a price of $8.00 per Debenture Share, subject to adjustment pursuant to the terms of the Underlying Debenture Indenture. The description of the Underlying Debentures herein is a summary only and is subject to the specific attributes and detailed provisions of the Underlying Debentures to be set forth in the Underlying Debenture Indenture. In the case of any inconsistency between the description of the Underlying Debentures in this Agreement and their terms and conditions as set forth in the Underlying Debenture Indenture, the provisions of the Underlying Debenture Indenture will govern.

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Underwriters’ Option

The Corporation hereby grants to the Underwriters an option (the “Underwriters’ Option”), exercisable by the Underwriters in whole or in part in their sole discretion, without obligation, to purchase from the Corporation at the Time of Closing up to an additional 15,000 Subscription Receipts (the “Additional Subscription Receipts”) at the Offering Price. The Underwriters’ Option is exercisable by the Co-Lead Underwriters, on behalf of the Underwriters, at any time or times until 24 hours prior to the Time of Closing (as defined below), upon providing the Corporation with the Underwriters’ Notice (as defined below), all as more particularly described in Section 17 below. Unless the context otherwise requires, references herein to the “Subscription Receipts” shall assume the exercise of the Underwriters’ Option and include all additional securities issuable thereunder.

Commission

In consideration of the Underwriters’ agreement to purchase the Subscription Receipts (which agreement will result from the acceptance of this offer by the Corporation), and in consideration of the services rendered and to be rendered by the Underwriters in connection therewith, the Corporation agrees to pay or cause to be paid to Canaccord (on behalf of the Underwriters) a fee equal to (a) $40.00 (4.0%) per Subscription Receipt issued and sold by the Corporation (the “Commission”). The Commission for the Subscription Receipts shall be payable to the Underwriters: (i) as to 50% at the Time of Closing; and (ii) the remaining 50% upon release of the Escrowed Funds to the Corporation upon satisfaction of the Escrow Release Condition (as defined below). For greater certainty, in the event that the Acquisition is not completed by the Corporation in the manner contemplated by the Subscription Receipt Agreement and the Escrowed Funds are used to fund the Return Amount, the Commission for the Subscription Receipts shall be reduced to the amount payable at the Time of Closing.

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TERMS AND CONDITIONS

The following are additional terms and conditions of this Agreement between the Corporation and the Underwriters:

Section 1 Definitions and Interpretation

(1) Where used in this Agreement or in any amendment hereto, the following terms shall have the following meanings, respectively:

“Acquisition” means, collectively, the acquisition by DHX AcquireCo of (a) all of the issued and outstanding membership interests of IBGNYC LLC, IBGSCREEN, LLC and Shortcake IP Holdings LLC, each a limited liability company organized under the laws of the State of Delaware, and (b) 80% of the issued and outstanding common units of Peanuts Holding LLC, a limited liability company organized under the laws of the State of Delaware, pursuant to the Acquisition Agreement;

“Acquisition Agreement” means, collectively, (a) that certain membership interest purchase agreement dated as of May 9, 2017 between Icon NY Holdings LLC, IBG Borrower LLC, Iconix Brand Group, Inc., the Corporation and DHX AcquireCo, and (b) that certain membership interest purchase agreement dated as of May 9, 2017 between IBG Borrower LLC, Iconix Brand Group, Inc., the Corporation and DHX AcquireCo;

“Acquisition Closing” means the closing of the Acquisition;

“Additional Subscription Receipts” has the meaning ascribed thereto in the ninth paragraph of this Agreement;

“affiliate” and “person” have the respective meanings given to them in the Ontario Act;

“Agreement” means this underwriting agreement, as it may be amended from time to time;

“Base Prospectus” has the meaning ascribed thereto in Section 3(1);

“Business Assets” means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, equipment and accounts receivable, in respect of the Corporation’s and the Subsidiaries’ businesses as presently conducted;

“Business Day” means a day, other than a Saturday, a Sunday or statutory or civic holiday on which Canadian chartered banks are open for the transaction of regular business in the city of Toronto, Ontario or Halifax, Nova Scotia;

“Canadian Securities Laws” means, collectively, all applicable securities laws of each of the Qualifying Jurisdictions and the respective rules and regulations under such laws together with applicable published instruments, notices, orders, blanket rulings, and policies of the securities regulatory authorities in the Qualifying Jurisdictions, including the rules and policies of the TSX;

“Canadian Shelf Procedures” has the meaning ascribed thereto in Section 3(1) ;

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“Closing” means the completion of the sale of the Subscription Receipts and the purchase by the Purchasers of the Subscription Receipts pursuant to this Agreement;

“Closing Date” means May 31, 2017 or such earlier or later date as may be agreed to in writing by the Corporation and the Underwriters, each acting reasonably;

“Co-Lead Underwriters” has the meaning ascribed thereto in the first paragraph of this Agreement;

“Commission” has the meaning ascribed thereto in the eighth paragraph of this Agreement;

“Common Voting Shares” means the common voting shares in the capital of the Corporation listed on the TSX under the symbol “DHX.B”;

“Debenture Shares” has the meaning ascribed to such term in the eighth paragraph of this Agreement;

“Debt Instrument” means any loans, notes, bonds, debentures, indentures, promissory notes, mortgages, guarantees or other instruments evidencing indebtedness (demand or otherwise) for borrowed money or other liability to which the Corporation or the Subsidiaries are a party or to which their property or assets are otherwise bound;

“Decision Document” has the meaning ascribed thereto in Section 3(1);

“Deemed Exercise Date” means the earlier of:

(a) the third Business Day after the Qualification Date, if the Qualification Date is on or after the date of the Acquisition Closing;

(b) the Release Date, if the Qualification Date is prior to the date of the Acquisition Closing; and

(c) October 1, 2017, being the date that is four months and one day following the Closing Date;

“DHX AcquireCo” means DHX SSP Holdings LLC, a limited liability company organized under the laws of the State of Delaware and an indirect wholly-owned subsidiary of the Corporation;

“Direction” has the meaning ascribed to such term in the eighth paragraph of this Agreement;

“distribution” means distribution for the purposes of Canadian Securities Laws;

“Documents Incorporated by Reference” means all financial statements, related management’s discussion and analysis, management information circulars, joint information circulars, annual information forms, material change reports or other documents filed by the Corporation, whether before or after the date of this Agreement, that are required to be incorporated by reference into the Base Prospectus or the Qualification Prospectus;

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“Employee Plans” has the meaning ascribed thereto in Section 7(eee);

“Environmental Laws” has the meaning ascribed thereto in Section 7(kk)(i);

“Escrow Release Condition” means the satisfaction or waiver of all conditions precedent to closing of the Acquisition pursuant to the Acquisition Agreement other than the final condition precedent of payment of the purchase price for the Acquisition thereunder;

“Escrow Release Notice” means the notice delivered by the Corporation to the Subscription Receipt Agent confirming that the Escrow Release Condition has been satisfied in accordance with the Subscription Receipt Agreement;

“Escrowed Funds” has the meaning ascribed thereto in the second paragraph of this Agreement;

“Exchanges” means, collectively, NASDAQ and the TSX;

“Financial Statements” means, collectively, (i) the unaudited condensed consolidated interim financial statements for the nine months ended March 31, 2017 and 2016 and (ii) the audited consolidated financial statements for the years ended June 30, 2016 and 2015 of the Corporation, and any other financial statements of the Corporation included in the Documents Incorporated by Reference, including the notes to such statements, and the related auditors’ report on such statements, where applicable;

“Governmental Authority” means and includes, without limitation, any national, federal government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing;

“Hazardous Materials” has the meaning ascribed thereto in Section 7(kk)(i);

“Iconix Parties” means, collectively, Iconix Brand Group, Inc., Icon NY Holdings LLC and IBG Borrower LLC;

“IFRS” means International Financial Reporting Standards;

“including” means including but not limited to;

“Leased Premises” means all premises which the Corporation and/or any of the Subsidiaries occupies as a tenant that are material to the business of the Corporation;

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“Liens” means any material encumbrance or title defect of whatever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by law (statutory or otherwise), including any mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, servitude, right of way, restrictive covenant, right of use or any other right or claim of any kind or nature whatever which affects ownership or possession of, or title to, any interest in, or right to use or occupy such property or assets;

“Material Adverse Effect” means any event, change, fact, or state of being which could reasonably be expected to have a significant and materially adverse effect on the business, affairs, capital, operation, prospects, properties, permits, assets, liabilities (absolute, accrued, contingent or otherwise) or condition (financial or otherwise) of the Corporation and the Subsidiaries considered on a consolidated basis;

“Material Agreement” means any and all contracts, commitments, agreements (written or oral), instruments, leases or other documents, including without limitation joint venture agreements, licences, sub-licenses, finance leases, supply agreements, distribution agreements, sales agreements or any other similar type agreements, to which the Corporation or the Subsidiaries are a party or to which their Business Assets are otherwise bound, and which is material to the Corporation and the Subsidiaries on a consolidated basis;

“material change”, “material fact” and “misrepresentation” have the respective meanings ascribed thereto in the Ontario Act;

“MI 11-102” means Multilateral Instrument 11-102 – Passport System;

“Money Laundering Laws” has the meaning ascribed therefore in Section 7(ww);

“NASDAQ” means The NASDAQ Stock Market LLC;

“NI 41-101” means National Instrument 41-101 – General Prospectus Requirements;

“NI 44-101” means National Instrument 44-101 - Short Form Prospectus Distributions;

“NI 44-102” means National Instrument 44-102 – Shelf Distributions;

“NI 51-102” means National Instrument 51-102 – Continuous Disclosure Obligations;

“NI 52-109” means National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings;

“NI 52-110” means National Instrument 52-110 – Audit Committees;

“Non-Voting Shares” means the non-voting shares in the capital of the Corporation;

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“Offering” means the offering of the Subscription Receipts pursuant to this Agreement;

“Offering Price” has the meaning ascribed thereto in the first paragraph of this Agreement;

“Ontario Act” means the Securities Act (Ontario);

“Permit” means any licence, permit, approval, consent, certificates, registration or other authorization of or issued by any Governmental Authority, including for certainty any required under Environmental Laws;

“person” shall be broadly interpreted and shall include any individual, corporation, partnership, joint venture, association, trust or other legal entity;

“Preferred Variable Voting Shares” means the preferred variable voting shares in the capital of the Corporation;

“Preliminary Base Prospectus” has the meaning ascribed thereto in Section 3(1);

“Public Disclosure Documents” means, collectively, all of the documents which have been filed on SEDAR by or on behalf of the Corporation since January 1, 2014 to the Time of Closing with the relevant Securities Regulators pursuant to the requirements of Canadian Securities Laws, including, without limitation, any prospectus, annual and quarterly reports, management proxy circulars, material change reports, press releases and any other documents or reports filed by the Corporation with the Securities Commissions applicable to the Corporation (other than any document that is required or permitted to be filed on a confidential basis pursuant to applicable Canadian Securities Laws);

“Purchasers” means, collectively, each of the purchasers of Subscription Receipts arranged by the Underwriters in connection with the Offering, including Substituted Purchasers and, if applicable, the Underwriters;

“Qualification Date” means the date the final receipt is issued by the Reviewing Authority, on its own behalf and on behalf of each of the other Securities Regulators, for the Qualification Prospectus qualifying the distribution in the Qualifying Jurisdictions of the Underlying Debentures and the Debenture Shares;

“Qualification Prospectus” has the meaning ascribed thereto in Section 3(2) or Section 3(6), as applicable;

“Qualifying Jurisdictions” means all of the provinces of Canada; and “Qualifying Jurisdiction” means any one of them, as the context requires;

“Release Date” means the “Release Date” as defined in the Subscription Receipt Agreement on which date the Subscription Receipts will be automatically converted into Special Warrants;

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“Release Time” means the “Release Time” as defined in the Subscription Receipt Agreement at which time the Subscription Receipts will be automatically converted into Special Warrants;

“Repayment Event” has the meaning ascribed thereto in Section 7(qq);

“Return Amount” has the meaning ascribed thereto in the fourth paragraph of this Agreement;

“Reviewing Authority” means the Nova Scotia Securities Commission;

“SEC” means the United States Securities and Exchange Commission;

“Securities Commissions” means the securities regulatory authorities in each of the provinces of Canada;

“Securities Laws” means collectively, Canadian Securities Laws, U.S. Securities Laws and all applicable securities laws, rules, regulations, policies and other instruments promulgated by the Securities Regulators in any of the other Selling Jurisdictions;

“Securities Regulators” means collectively, the securities regulators or other securities regulatory authorities in the Selling Jurisdictions;

“SEDAR” means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators;

“Selling Jurisdictions” means, collectively, each of the Qualifying Jurisdictions, the United States, and any other jurisdictions other than the Qualifying Jurisdictions and the United States as mutually agreed to by the Corporation and the Underwriters;

“Shares” means the Common Voting Shares and the Variable Voting Shares or either of them, as the context requires;

“Shelf Securities” has the meaning ascribed thereto in Section 3(1);

“Special Warrant” has the meaning ascribed thereto in the third paragraph of this Agreement;

“Special Warrant Agent” has the meaning ascribed thereto in the fifth paragraph of this Agreement;

“Special Warrant Indenture” has the meaning ascribed thereto in the fifth paragraph of this Agreement;

“Subscription Agreements” means, the subscription agreements for the Subscription Receipts in the form agreed upon by the Underwriters and the Corporation pursuant to which Substituted Purchasers agree to subscribe for and purchase Subscription Receipts pursuant to the Offering as herein contemplated and shall include, for greater certainty, all schedules thereto; and “Subscription Agreement” means any one of them, as the context requires;

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“Subscription Receipt” has the meaning ascribed thereto in the first paragraph of this Agreement;

“Subscription Receipt Agent” has the meaning ascribed thereto in the second paragraph of this Agreement;

“Subscription Receipt Agreement” means the agreement to be dated the Closing Date among the Corporation, the Co-Lead Underwriters and the Subscription Receipt Agent governing the terms of the Subscription Receipts;

“Subsidiaries” means certain material subsidiaries of the Corporation set out in Schedule “B” to this Agreement;

“subsidiary” means a subsidiary for purposes of the Ontario Act, as constituted at the date of this Underwriting Agreement;

“Substituted Purchasers” has the meaning ascribed thereto in Section 2(1);

“Supplementary Material” means any amendment to the Base Prospectus or the Qualification Prospectus, as applicable, or any management information circular, financial statement, management’s discussion and analysis, annual information form, material change report, auxiliary material, information, evidence, return, report, application, statement or document that may be filed by or on behalf of the Corporation under the applicable Canadian Securities Laws prior to the filing of the Qualification Prospectus, where such document is deemed to be incorporated by reference into the Qualification Prospectus;

“Tax” means all taxes of any kind including all federal, provincial, territorial, state and local, domestic and foreign income, franchise, property, mining, transfer duties, sales, goods and services, harmonized sales, excise, employment, employer health, payroll, health, social security, value-added, ad valorem, transfer, withholding and other taxes, including taxes based on or measured by income, gross receipts, profits, capital, sales, use or occupation, tariffs, levies, customs duties and import and export taxes, countervail and anti-dumping, license or registration fees, Canada and other government pension plan premiums or contributions, impositions, assessments or governmental charges of any nature whatsoever, including any interest, penalties, fines or additions with respect thereto and including any transfer pricing penalties imposed by a taxation authority;

“Termination Date” has the meaning ascribed thereto in the fourth paragraph of this Agreement;

“Termination Event” has the meaning ascribed thereto in the fourth paragraph of this Agreement;

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“Time of Closing” means 8:00 a.m. (Toronto time) on the Closing Date, or such other time on the Closing Date as may be agreed to by the Corporation and the Underwriters;

“Transaction Documents” means, collectively, this Agreement, the Subscription Agreements, the Subscription Receipt Agreement, the Special Warrant Indenture and the Underlying Debenture Indenture, and the certificates, if any, representing the Subscription Receipts, the Special Warrants, the Underlying Debentures and/or the Debenture Shares;

“TSX” means the Toronto Stock Exchange;

“Underlying Debenture” has the meaning ascribed thereto in the sixth paragraph of this Agreement;

“Underlying Debenture Indenture” has the meaning ascribed to such term in the eighth paragraph of this Agreement;

“Underlying Debenture Trustee” has the meaning ascribed to such term in the eighth paragraph of this Agreement;

“Underwriters” has the meaning ascribed thereto in the first paragraph of this Agreement;

“Underwriters’ Notice” has the meaning ascribed thereto in Section 18(b);

“Underwriters’ Option” has the meaning ascribed thereto in the ninth paragraph of this Agreement;

“United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“U.S. Securities Laws” means all applicable securities legislation in the United States, including without limitation, the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, the rules and policies of the SEC and any applicable state securities laws, and the rules, regulations and policies of NASDAQ; and

“Variable Voting Shares” means the variable voting shares in the capital of the Corporation listed on the TSX under the symbol “DHX.A” and NASDAQ under the symbol “DHXM”.

(2) Any reference in this Agreement to a section or subsection shall refer to a section or subsection of this Agreement.

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(3) All words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties referred to in each case required and the verb shall be construed as agreeing with the required word and/or pronoun.

(4) Any reference in this Agreement to $ or to “dollars” shall refer to the lawful currency of Canada, unless otherwise specified.

(5) The following are the schedules to this Agreement, which schedules are deemed to be a part hereof and are hereby incorporated by reference herein:

Schedule “A”	Compliance with United States Securities Laws
Schedule “B”	Subsidiaries

Section 2 Offering.

(1) The Corporation understands that, although the offer to act as Underwriters with respect to the Subscription Receipts is made hereunder by the Underwriters to the Corporation as purchasers, the Underwriters have the right to arrange for the Subscription Receipts to be purchased by substituted purchasers (“Substituted Purchasers”):

(a) in the Qualifying Jurisdictions on a private placement basis in compliance with Canadian Securities Laws such that the offer and sale of the Subscription Receipts does not obligate the Corporation to file a prospectus (other than the Qualification Prospectus relating to the distribution of the Underlying Debentures and the Debenture Shares as contemplated in the Special Warrant Indenture);

(b) in the United States on a private placement basis pursuant to the representations, warranties, acknowledgments, agreements and covenants of the Corporation and the Underwriters contained in Schedule “A” hereto; and

(c) in such other jurisdictions on a private placement basis in compliance with all applicable securities laws of such other jurisdictions provided that no prospectus, registration statement, offering memorandum or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Corporation in such other jurisdictions and the Corporation does not thereafter become subject to on-going or continuous disclosure obligations in such other jurisdictions.

For greater certainty, to the extent that the Substituted Purchasers purchase Subscription Receipts at the Closing, the Underwriters shall not be obligated to purchase such Subscription Receipts and, to the extent that the Substituted Purchasers do not purchase such Subscription Receipts, the Underwriters will remain obligated to purchase such Subscription Receipts.

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(2) The Underwriters will notify the Corporation with respect to the identity of any Purchaser as soon as practicable and with a view to leaving sufficient time to allow the Corporation to secure compliance with all relevant regulatory requirements of the Selling Jurisdictions and in such other jurisdictions as the Underwriters and the Corporation shall determine relating to the sale of the Subscription Receipts. The Corporation undertakes to file, or cause to be filed, all forms or undertakings required to be filed by the Corporation and to pay all filing fees in connection with the issue and sale of the Subscription Receipts so that the distribution of such securities may lawfully occur without the necessity of filing a prospectus or an offering memorandum in Canada or a comparable document elsewhere. If requested by the Corporation, the Underwriters undertake to use commercially reasonable efforts to cause Purchasers to complete any forms required by the Corporation in order to confirm the availability of a private placement exemption and by applicable Securities Laws.

(3) The certificates (or electronic or book entry evidence thereof) representing the Subscription Receipts delivered at Closing shall contain such restrictive legends regarding resale of such securities as are set forth in the Subscription Agreements.

Section 3 Filing of Qualification Prospectus.

(1) The Corporation has prepared and filed with the Securities Commissions a preliminary short form base shelf prospectus dated June 24, 2015 (the “Preliminary Base Prospectus”), and a final short form base shelf prospectus dated July 2, 2015 in respect of up to US$200,000,000 aggregate principal amount of common voting shares, variable voting shares, debt securities, warrants and subscription receipts of the Corporation (collectively, the “Shelf Securities”) pursuant to applicable Canadian Securities Laws. The Reviewing Authority has issued a decision document (a “Decision Document”) under MI 11-102 on behalf of itself and the other Securities Commissions for each of the Preliminary Base Prospectus and the Base Prospectus. The term “Base Prospectus” means the final short form base shelf prospectus relating to the Shelf Securities, including any documents incorporated therein by reference and the documents otherwise deemed to be a part thereof or included therein pursuant to Canadian Securities Laws, at the time the Reviewing Authority issued a Decision Document with respect thereto in accordance with Canadian Securities Laws, including NI 44-101 and NI 44-102 (together, the “Canadian Shelf Procedures”).

(2) The Corporation covenants and agrees to use all reasonable commercial efforts to prepare and file with the Securities Commissions a prospectus supplement qualifying the distribution of the Underlying Debentures and the Debenture Shares in the Qualifying Jurisdictions (together with the Base Prospectus, and including any Documents Incorporated by Reference and the documents otherwise deemed to be a part thereof or included therein pursuant to Canadian Securities Laws, the “Qualification Prospectus”) as early as possible following the information required to be included in a business acquisition report in respect of the Acquisition being available for inclusion in the Qualification Prospectus, and to promptly take, or cause to be taken, all commercially reasonable steps and proceedings that may from time to time be required under applicable Canadian Securities Laws to qualify the distribution of the Underlying Debentures and the Debenture Shares in the Qualifying Jurisdictions.

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(3) All references in this Agreement to financial statements and other information which is “contained,” “included” or “stated” in the Preliminary Base Prospectus, the Base Prospectus or the Qualification Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and other information which is incorporated by reference in or otherwise deemed by Canadian Securities Laws to be a part of or included in the Preliminary Base Prospectus, the Base Prospectus, or the Qualification Prospectus, as the case may be.

(4) For purposes of this Agreement, all references to the Preliminary Base Prospectus, the Base Prospectus and the Qualification Prospectus, or any amendment or supplement to any of the foregoing (including any Supplementary Material), shall be deemed to include the copy filed with the Securities Commissions on SEDAR.

(5) Prior to the filing of the Qualification Prospectus, the Corporation shall have allowed the Underwriters to participate fully in the preparation of, and, acting reasonably, to approve the form and content of, such documents and shall have allowed the Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors and any other consultants requested by the Underwriters at one or more due diligence sessions to be held) which they may reasonably require in order to fulfill their obligations as Underwriters and in order to enable them to responsibly execute the certificate required to be executed by them at the end of the Qualification Prospectus, if applicable.

(6) If, for any reason, the Canadian Shelf Procedures are not available to qualify the distribution of the Underlying Debentures and the Debenture Shares in the Qualifying Jurisdictions, the Corporation covenants and agrees to use commercially reasonable efforts to prepare and file with the Securities Commissions, and to obtain a final Decision Document from the Reviewing Authority under MI 11-102 on behalf of itself and the other Securities Commissions in connection therewith, a short form prospectus as described in NI 44-101 qualifying the distribution of the Underlying Debentures and the Debenture Shares in the Qualifying Jurisdictions as early as possible following the information required to be included in a business acquisition report in respect of the Acquisition being available for inclusion in such short form prospectus, and to promptly take, or cause to be taken, all commercially reasonable steps and proceedings that may from time to time be required under applicable Canadian Securities Laws to qualify the distribution of the Underlying Debentures and the Debenture Shares in the Qualifying Jurisdictions using a short form prospectus under NI 44-101. If the Canadian Shelf Procedures are not available to qualify the distribution of the Underlying Debentures and the Debenture Shares in the Qualifying Jurisdictions, all references in this Agreement to the “Qualification Prospectus” shall refer to the preliminary short form prospectus and the (final) short form prospectus of the Corporation (including any Documents Incorporated by Reference and the documents otherwise deemed to be a part thereof or included therein pursuant to Canadian Securities Laws) and any amendments thereto, as applicable, under NI 44-101 in respect of the distribution of the Underlying Debentures and the Debenture Shares in the Qualifying Jurisdictions.

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Section 4 Deliveries on Filing and Related Matters.

(1) The Corporation shall deliver to each of the Underwriters:

(a) prior to the time of each filing thereof, a copy of the Qualification Prospectus manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws;

(b) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document to be incorporated by reference in the Base Prospectus or the Qualification Prospectus (other than documents already filed publicly with a Securities Commission);

(c) concurrently with the filing of the Qualification Prospectus with the Securities Commissions, a “long-form” comfort letter of PricewaterhouseCoopers LLP and the auditors of the Iconix Parties, as applicable, dated the date of the Qualification Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors and officers of the Corporation, with respect to certain financial and accounting information relating to the Corporation and the Iconix Parties, as applicable, in the Qualification Prospectus, including all Documents Incorporated by Reference, which letter shall be in addition to the auditors’ reports incorporated by reference in the Qualification Prospectus; and

(d) prior to the time of filing of the Qualification Prospectus with the Securities Commissions, favourable legal opinions from legal counsel to the Corporation acceptable to the Co-Lead Underwriters, regarding certain material Subsidiaries in a form acceptable to the Co-Lead Underwriters and their legal counsel, acting reasonably, to the effect set out below:

(i) the Subsidiaries having been incorporated and existing under their jurisdiction of incorporation;

(ii) the Subsidiaries having the corporate power and capacity to own and lease their properties and assets and to conduct their businesses as described in the Qualification Prospectus; and

(iii) as to the authorized and issued share capital of the Subsidiaries, all of which are owned, directly or indirectly, by the Corporation.

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(2) The Corporation represents and warrants to the Underwriters with respect to the Preliminary Base Prospectus, the Base Prospectus and the Qualification Prospectus, as applicable, that as at their respective dates of delivery:

(a) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use in the Qualification Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering, the Underlying Debentures and the Debenture Shares, as required by Canadian Securities Laws;

(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use in the Qualification Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and

(c) the Preliminary Base Prospectus, the Base Prospectus and the Qualification Prospectus, as applicable, comply fully with the requirements of the Canadian Securities Laws.

(3) The Corporation shall cause commercial copies of the Qualification Prospectus to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after the filing of the Qualification Prospectus with the Securities Commissions, but, in any event on or before noon (Toronto time) on the next Business Day after the filing of the Qualification Prospectus. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the filing of the Qualification Prospectus.

(4) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Underlying Debentures, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation relating to the distribution of the Underlying Debentures for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by U.S. Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation substantially as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.

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(5) The Corporation will not have any obligation to register any of the Subscription Receipts, the Special Warrants, the Underlying Debentures or the Debenture Shares under the U.S. Securities Act or applicable state securities laws.

Section 5 Material Change.

(1) During the period from the date of this Agreement to the filing of the Qualification Prospectus, the Corporation covenants and agrees with the Underwriters that it shall promptly notify the Underwriters in writing with full particulars of:

(a) any material change (actual, anticipated, contemplated or threatened) in respect of the Corporation considered on a consolidated basis;

(b) any material fact in respect of the Corporation which has arisen or has been discovered following the Closing Date and is required to be stated in the Preliminary Base Prospectus, the Base Prospectus or the Qualification Prospectus or which would have been required to have been stated in the Preliminary Base Prospectus, the Base Prospectus or the Qualification Prospectus had the fact arisen or been discovered on, or prior to, the date of such document; and

(c) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Public Disclosure Documents, Preliminary Base Prospectus, the Base Prospectus or the Qualification Prospectus which fact or change is, or may be, of such a nature as to render any statement in such Public Disclosure Documents, Preliminary Base Prospectus, the Base Prospectus or the Qualification Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Public Disclosure Documents, Preliminary Base Prospectus, the Base Prospectus or the Qualification Prospectus or which would result in any of the Public Disclosure Documents, Preliminary Base Prospectus, the Base Prospectus or the Qualification Prospectus not complying (to the extent that such compliance is required) with Canadian Securities Laws.

The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Co-Lead Underwriters, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or change; provided that the Corporation shall not file any Supplementary Material or other document without first providing the Co-Lead Underwriters with a copy of such Supplementary Material or other document and consulting with the Co-Lead Underwriters with respect to the form and content thereof, and the Co-Lead Underwriters shall provide their input on same in a timely manner. The Corporation shall in good faith discuss with the Co-Lead Underwriters any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt whether written notice need be given under this Section 5(1).

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(2) If prior to the filing of the Qualification Prospectus there shall be any change in Canadian Securities Laws which, in the opinion of the Co-Lead Underwriters and their legal counsel, acting reasonably, requires the filing of any Supplementary Material, upon written notice from the Co-Lead Underwriters, the Corporation covenants and agrees with the Co-Lead Underwriters that it shall, to the satisfaction of the Co-Lead Underwriters, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate Securities Commissions where such filing is required.

(3) During the period from the date of this Agreement to the filing of the Qualification Prospectus, the Corporation will notify the Co-Lead Underwriters promptly:

(a) when any supplement to the Base Prospectus or any Supplementary Material shall have been filed;

(b) of any request by any Securities Commission to amend or supplement the Base Prospectus or the Qualification Prospectus, as applicable, or for additional information;

(c) of any order suspending or preventing the use of the Base Prospectus or the Qualification Prospectus (or any Supplementary Material), as applicable, or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and

(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Subscription Receipts, Special Warrants, Underlying Debentures and/or Debenture Shares or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Subscription Receipts, Special Warrants, Underlying Debentures and/or Debenture Shares or the trading in the Common Voting Shares or Variable Voting Shares of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Section 6 Regulatory Approvals.

The Corporation will make all necessary filings, obtain all necessary consents and approvals (if any) and pay all filing fees required to be paid in connection with the transactions contemplated by this Agreement. The Corporation will cooperate with the Underwriters in connection with the qualification of the Underlying Debentures and the Debenture Shares for offer and sale under the Canadian Securities Laws and in maintaining such qualifications in effect until the Deemed Exercise Date.

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Section 7 Representations and Warranties of the Corporation.

The Corporation represents and warrants to each of the Underwriters and to each of the Substituted Purchasers, and acknowledges that each of them is relying upon such representations and warranties in connection with the purchase of the Subscription Receipts, that:

(a) Good Standing of the Corporation. The Corporation: (i) is a corporation existing under the Federal laws of Canada and is and will at the Time of Closing be current and up-to-date with all material filings required to be made and in good standing under the Canada Business Corporations Act; (ii) has all requisite corporate power and capacity to own, lease and operate its properties and assets, including its Business Assets, and to conduct its business as now carried on by it as described in the Public Disclosure Documents; and (iii) has all requisite corporate power and authority to issue and sell the Subscription Receipts and to execute, deliver and perform its obligations under this Agreement;

(b) Good Standing of Subsidiaries. The Corporation’s material subsidiaries are the Subsidiaries listed in Schedule “B” hereto, which schedule is true, complete and accurate in all respects. Each of the Subsidiaries is a corporation incorporated, organized and existing under the laws of the jurisdiction of incorporation set out in Schedule “B”, is current and up-to-date with all material filings required to be made and has all requisite corporate power and capacity to own, lease and operate its properties and assets, including its Business Assets, and to conduct its business as is now carried on by it or proposed to be carried on by it, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, except where the failure to so qualify or to be in good standing could not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule “B” and as disclosed in the Public Disclosure Documents, all of the issued and outstanding shares in the capital of the Subsidiaries have been duly authorized and validly issued, are fully paid and are directly or indirectly beneficially owned by the Corporation, free and clear of any Liens; and none of the outstanding securities of the Subsidiaries were issued in violation of the pre-emptive or similar rights of any security holder of such subsidiary. There exist no options, warrants, purchase rights, or other contracts or commitments that could require the Corporation to sell, transfer or otherwise dispose of any securities of the Subsidiaries;

(c) No Proceedings for Dissolution. No act or proceeding has been taken by or against the Corporation or the Subsidiaries in connection with their liquidation, winding-up or bankruptcy, or to their knowledge are pending;

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(d) Capitalization. The authorized and issued share capital of the Corporation consists of an unlimited number of Preferred Variable Voting Shares, of which 100,000,000 were issued and outstanding as at the close of business on May 30, 2017, an unlimited number of Common Voting Shares, of which 105,322,809 were issued and outstanding as at the close of business on May 30, 2017, an unlimited number of Variable Voting Shares, of which 28,678,858 were issued and outstanding as at the close of business on May 30, 2017, and an unlimited number of Non-Voting Shares, of which nil were issued and outstanding as at the close of business on May 30, 2017. As of the date hereof 8,819,525 options to acquire shares of the Corporation were issued and outstanding under the Corporation’s stock option plan and no performance share units were outstanding under the Corporation’s performance share unit plan. Except as disclosed in the Public Disclosure Documents, neither the Corporation nor its Subsidiaries are party to any agreement, nor is the Corporation aware of any agreement, which in any manner affects the voting control of any securities of the Corporation or its Subsidiaries;

(e) Form of Share Certificates. The form of certificate respecting the Shares has been approved and adopted by the board of directors of the Corporation and does not conflict with any applicable laws and complies with the rules and regulations of the TSX and NASDAQ, as applicable;

(f) Shares are Listed. The Common Voting Shares are listed and posted for trading on the TSX, the Variable Voting Shares are listed and posted for trading on the TSX and NASDAQ, and the Corporation has applied to list the Underlying Debentures on the TSX and the Debenture Shares on the TSX and NASDAQ, as applicable, and neither the Corporation nor its Subsidiaries has taken any action which would be reasonably expected to result in the delisting or suspension of the Shares on or from the TSX or NASDAQ, as applicable;

(g) Stock Exchange Compliance. The Corporation is, and will at the Time of Closing be, in compliance in all material respects with the by-laws, rules and regulations of the TSX and NASDAQ, as applicable;

(h) No Cease Trade Orders. No order ceasing or suspending trading in securities of the Corporation or prohibiting the sale of securities by the Corporation has been issued by an exchange or securities regulatory authority, and no proceedings for this purpose have been instituted, or are, to the Corporation’s knowledge, pending, contemplated or threatened;

(i) Reporting Issuer Status. As at the date hereof, the Corporation is a “reporting issuer” within the meaning of Canadian Securities Laws in each of the provinces of Canada, and is not currently in default of any requirement of the Canadian Securities Laws of such jurisdictions and the Corporation is not included on a list of defaulting reporting issuers maintained by any of the Securities Commissions of such jurisdictions;

(j) Foreign Private Issuer. The Corporation reasonably believes that it is a “foreign private issuer” (as defined in Rule 405 under the U.S. Securities Act);

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(k) U.S. Reporting Issuer. The Variable Voting Shares are registered under Section 12(b) of the U.S. Exchange Act and the Corporation has timely filed all required reports under the U.S. Exchange Act with the SEC and such filings are accurate and complete in all material respects;

(l) Subscription Receipts Valid. The Subscription Receipts have been duly and validly authorized for issuance and sale pursuant to this Agreement; when issued and delivered by the Corporation pursuant to the terms of the Special Warrants, the Underlying Debentures will be validly issued as fully paid securities of the Corporation; when issued and delivered by the Corporation pursuant to the terms of the Underlying Debentures, the Debenture Shares will be validly issued as fully paid and non-assessable Shares. The Subscription Receipts, Special Warrants, Underlying Debentures and Debenture Shares, upon issuance, will not be issued in violation of or subject to any preemptive rights or contractual rights to purchase securities issued by the Corporation;

(m) Qualified Investments. The Special Warrants (upon the due conversion of the Subscription Receipts), the Underlying Debentures (upon the due conversion of the Special Warrants) and the Debenture Shares (upon due conversion of the Underlying Debentures) would if issued on the date hereof be qualified investments under the Income Tax Act (Canada) (the “Tax Act”) for trusts governed by registered retirement savings plans, registered retirement income funds, registered disability savings plans, deferred profit sharing plans (except, in the case of the Underlying Debentures, deferred profit sharing plans to which the Corporation, or an employer that does not deal at arm’s length with the Corporation, has made a contribution, registered education savings plans and tax-free savings accounts, each as defined in the Tax Act, if and provided that at all material times (i) the Corporation is a “public corporation” (as defined in the Tax Act), and (ii) in the case of the Special Warrants, the Corporation is not a “connected person” (as defined in the Tax Act) under the governing plan of the Trust; (it being acknowledged that the Subscription Receipts will not be qualified investments under the Tax Act for trusts governed by registered retirement savings plans, registered retirement income funds, registered disability savings plans, deferred profit sharing plans, registered education savings plans and tax-free savings accounts, each as defined in the Tax Act, and that the purchasers of Subscription Receipts have been made aware of such non-qualification).

(n) Transfer Agent. Computershare Investor Services Inc. at its offices in Toronto, Ontario has been duly appointed as the transfer agent and registrar for the Shares;

(o) Subscription Receipt Agent. Prior to Closing, Computershare Trust Company of Canada at its offices in Toronto, Ontario will be duly appointed as the subscription receipt agent and registrar for the Subscription Receipts;

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(p) Special Warrant Agent. Prior to Closing, Computershare Trust Company of Canada at its offices in Toronto, Ontario will be duly appointed as the special warrant agent and registrar for the Special Warrants;

(q) Underlying Debenture Trustee. Prior to Closing, Computershare Trust Company of Canada at its offices in Toronto, Ontario will be duly appointed as the trustee for the Underlying Debentures;

(r) Absence of Rights. Except as disclosed in the Public Disclosure Documents or as otherwise set forth herein, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the issue or allotment of any unissued shares of the Corporation or any other agreement or option, for the issue or allotment of any unissued shares of the Corporation or any other security convertible into or exchangeable for any such shares or to require the Corporation to purchase, redeem or otherwise acquire any of the issued and outstanding shares of the Corporation;

(s) Corporate Actions. The Corporation has taken, or will have taken prior to the Time of Closing, all necessary corporate action, (i) to authorize the execution, delivery and performance of the Transaction Documents and (ii) to validly issue and sell the Subscription Receipts.

(t) Valid and Binding Documents. The Transaction Documents have been duly authorized, executed and delivered by the Corporation and each constitutes a legal, valid and binding obligation of, and is enforceable against, the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability is subject to the provisions of the Limitations Act (Ontario);

(u) No Consents, Approvals etc. The execution and delivery of the Transaction Documents and the fulfilment of the terms thereof by the Corporation and the issuance, sale and delivery of the Subscription Receipts, Special Warrants, Underlying Debentures and Debenture Shares to be issued and sold by the Corporation, as applicable, does not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange or other third party, except: (i) those which have been obtained or those which may be required and shall be obtained prior to the Time of Closing under the Securities Laws or the rules of the TSX or NASDAQ, including in compliance with the Canadian Securities Laws regarding the distribution of the Subscription Receipts in the Qualifying Jurisdictions; and (ii) such customary post-closing notices or filings required to be submitted within the applicable time frame pursuant to Securities Laws and any “blue sky laws” in the United States, as may be required in connection with the Offering;

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(v) Continuous Disclosure. The Corporation is in compliance in all material respects with its timely disclosure obligations under Canadian Securities Laws and, without limiting the generality of the foregoing, there has not occurred an adverse material change, financial or otherwise, in the assets, liabilities (contingent or otherwise), business, financial condition or capital of the Corporation and its Subsidiaries (taken as a whole) which has not been publicly disclosed and the information and statements in the Public Disclosure Documents were true and correct in all material respects as of the respective dates of such information and statements and at the time such documents were filed on SEDAR, do not contain any misrepresentations and no material facts have been omitted therefrom which would make such information materially misleading, and the Corporation has not filed any confidential material change reports which remain confidential as at the date hereof. The Corporation is not aware of any circumstances presently existing under which liability is or would reasonably be expected to be incurred under Part XXIII.1 – Civil Liability for Secondary Market Disclosure of the Ontario Act;

(w) Forward-Looking Information. With respect to forward-looking information (including any future oriented financial information) contained in the Public Disclosure Documents, including for certainty the Documents Incorporated by Reference:

(i) the Corporation has a reasonable basis for the forward-looking information; and

(ii) all such documents cautions users of forward-looking information that actual results may vary from the forward-looking information and identifies material risk factors that could cause actual results to differ materially from the forward-looking information, and accurately states the material factors or assumptions used to develop forward-looking information;

(x) Financial Statements. The Financial Statements:

(i) present fairly, in all material respects, the financial position of the Corporation on a consolidated basis and the statements of operations, retained earnings, cash flow from operations and changes in financial information of the Corporation on a consolidated basis for the periods specified in such Financial Statements;

(ii) have been prepared in conformity with generally accepted accounting principles in Canada or the US and/or IFRS, applied on a consistent basis throughout the periods involved except as otherwise disclosed in the Financial Statements;

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(iii) do not contain any misrepresentations, with respect to the period covered by the Financial Statements;

(y) Off-Balance Sheet Transactions. There are no material off-balance sheet transactions, arrangements, obligations or liabilities of the Corporation or its Subsidiaries whether direct, indirect, absolute, contingent or otherwise which are required to be disclosed and are not disclosed or reflected in the Financial Statements;

(z) Accounting Policies. Except as disclosed in the Public Disclosure Documents, there has been no change in accounting policies or practices of the Corporation or its subsidiaries since June 30, 2016, other than the adoption of certain additional IFRS measures as disclosed in the Financial Statements;

(aa) Liabilities. Neither the Corporation, nor any of the Subsidiaries has any liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are not disclosed or referred to in the Financial Statements or referred to or disclosed herein or in the Public Disclosure Documents, other than liabilities, obligations, or indebtedness or commitments:

(i) incurred in the normal course of business; or (ii) which would not have a Material Adverse Effect;

(bb) Independent Auditors. To the knowledge of the Corporation, the auditors who reported on and certified the Financial Statements for the fiscal year ended June 30, 2016 are independent with respect to the Corporation within the meaning of Canadian Securities Laws. There has never been a “reportable event” (within the meaning of National Instrument 51-102) with any past or present auditors of the Corporation during the last three years;

(cc) Accounting Controls. The Corporation and the Subsidiaries maintain, and will maintain, a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in Canada and/or IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Each of the Corporation and the Subsidiaries maintain disclosure controls and procedures and internal control over financial reporting as those terms are defined in NI 52-109 and as at June 30, 2016 and March 31, 2017, such controls were effective. Since the end of the Corporation’s most recent audited fiscal year, the Corporation is not aware of any material weakness in the Corporation’s internal control over financial reporting (whether or not remediated) or change in the Corporation’s internal control over financial reporting that has materially affected or is reasonably likely to materially affect the Corporation’s internal control over financial reporting;

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(dd) Audit Committee. The Corporation’s board of directors has validly appointed an audit committee whose composition satisfies the requirements of NI 52-110, and the audit committee of the Corporation operates in accordance with all material requirements of NI 52-110;

(ee) Purchases and Sales. Neither the Corporation nor the Subsidiaries has approved or entered into any agreement in respect of:

(i) the sale, transfer or other disposition of any Business Assets or any interest therein whether by asset sale, transfer of shares, or otherwise, other than as disclosed in the Public Disclosure Documents;

(ii) the change of control (by sale or transfer of common shares or sale of all or substantially all of the assets of the Corporation or the Subsidiaries or otherwise) of the Corporation or the Subsidiaries; or

(iii) a proposed or planned disposition of common shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding common shares or common shares of the Subsidiaries;

(ff) Title to Business Assets. The Corporation and the Subsidiaries have good, valid and marketable title to and have all necessary rights in respect of all of their Business Assets as owned, leased, licensed, loaned, operated or used by them or over which they have rights, free and clear of Liens, other than as disclosed in the Public Disclosure Documents, and no other rights or Business Assets are necessary for the conduct of the business of the Corporation or the Subsidiaries as currently conducted or as proposed to be conducted. Other than as disclosed in the Public Disclosure Documents, the Corporation knows of no claim or basis for any claim that might or could have a Material Adverse Effect on the rights of the Corporation or the Subsidiaries to use, transfer, lease, license, operate, sell or otherwise exploit such Business Assets;

(gg) Compliance with Laws and Regulatory Approvals and Authorizations. All operations of the Corporation and each of its Subsidiaries in respect of or in connection with the Business Assets have been and continue to be conducted in accordance with industry practices and in material compliance with all applicable laws; the Corporation and the Subsidiaries have obtained and are in material compliance with all regulatory approvals, licenses, consents, permits, certificates, registrations, filings and authorizations under all applicable laws, including import and trade laws, in the jurisdictions in which they carry on business, to permit them to conduct their business as currently conducted or proposed to be conducted, except where failure to achieve material compliance would not reasonably be expected, on an individual or aggregate basis, to have a Material Adverse Effect;

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(hh) Business Operations. All material agreements with third parties (including all suppliers, vendors, distributors and customers) for the provision/supply or sale of supplies, products or services in connection with the business of the Corporation and the Subsidiaries, as such business is currently being conducted, have been entered into and are being performed in material compliance with their terms;

(ii) Business Relationships. There exists no actual or, to the knowledge of the Corporation, threatened termination, cancellation or limitation of, or any material adverse modification or material change in, the material business relationships of the Corporation or the Subsidiaries, with any supplier, vendor, distributor or customer, or any group of suppliers, vendors, distributors or customers who have a contractual relationship with the Corporation and whose business with or whose inventories or purchases provided to the business of the Corporation or the Subsidiaries are individually or in the aggregate material to the assets, business, properties, operations or financial condition of the Corporation or the Subsidiaries which could have a Material Adverse Effect on the business of the Corporation and its Subsidiaries. All such material business relationships are intact, and there exists no condition or state of fact or circumstances that would prevent the Corporation or the Subsidiaries from conducting such business with any such supplier, vendor, distributor or customer, or group of suppliers, vendors, distributors or customers in the same manner in all material respects as currently conducted or proposed to be conducted.

(jj) Leased Premises. With respect to any Leased Premises, the Corporation or the Subsidiaries who occupies the Leased Premises has the exclusive right to occupy and use the Leased Premises, the use by the Corporation and the Subsidiaries of each of their Leased Premises is permitted by the terms of the real property lease relating to such Leased Premises, and each of the leases pursuant to which the Corporation or the Subsidiaries occupies the Leased Premises is in good standing and in full force and effect. Neither the Corporation nor any of the Subsidiaries is in breach or default of any material term or provision of any real property lease, or has received any notice or other communication from the owner or manager of any of the Leased Premises that the Corporation or the Subsidiaries is not in compliance with any material term or condition of any such real property lease, and to the best knowledge of the Corporation no notice or other communication is pending or has been threatened. The performance of obligations pursuant to and in compliance with the terms of this Agreement, and the completion of the transactions described herein by the Corporation, will not afford any of the parties to such leases or any other person the right to terminate such lease or result in any additional or more onerous obligations under such leases;

(kk) Environmental Laws.

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(i) Each of the Corporation and the Subsidiaries is in compliance with any and all applicable federal, provincial, state, local, municipal or foreign statute, law, rule, regulation, ordinance, code, policy or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to pollution or protection of human health and safety, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, fluids, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing, blending, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), except where the violation would not reasonably be expected, on an individual or aggregate basis, to have a Material Adverse Effect;

(ii) the Corporation and the Subsidiaries have all Permits necessary for the ownership and use of the Business Assets and the operation of the business carried on or proposed to be carried on by them, and all such Permits are valid, subsisting, in good standing and in full force and effect, and each of the Corporation and the Subsidiaries is in compliance with the requirements thereof, except where such failure would not reasonably be expected, on an individual or aggregate basis, to have a Material Adverse Effect. The Corporation has not received any notification pursuant to any Environmental Laws that any work, repairs, or capital expenditures are required to be made by it or any of the Subsidiaries as a condition of continued compliance with any Environmental Laws or Permits, or that any such Permits are about to be reviewed, made subject to limitation or condition, revoked, withdrawn or terminated, and to the knowledge of the Corporation, no such procedures or proceedings are pending or threatened;

(iii) there are no outstanding, pending or, to the knowledge of the Corporation, any threatened, administrative, regulatory or judicial actions, suits, demands, claims, liens, order, directions or notices of noncompliance or violation, investigation or proceedings relating to any Environmental Laws or reclamation or closure obligations against the Corporation or any of the Subsidiaries, which if determined adversely, would reasonably be expected to have a Material Adverse Effect and the Corporation knows of no basis for any such aforementioned liabilities to arise in the future as a result of any activity conducted by the Corporation or any of the Subsidiaries (including any predecessor companies thereof), on any properties currently or formerly owned, leased, used or otherwise controlled by them. Neither the Corporation or any of its Subsidiaries (including any predecessor companies thereof) has received any notice of, or been prosecuted for an offence alleging, material non-compliance with any Environmental Laws, and neither the Corporation nor any of its Subsidiaries (including any predecessor companies thereof) has settled any allegation of material non-compliance short of prosecution; and

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(ll) Intellectual Property. The Corporation and the Subsidiaries own or possess the right to use all material patents, trademarks, trademark registrations, service marks, service mark registrations, trade names, copyrights, licenses, inventions, trade secrets and rights necessary for the conduct of their respective businesses, and, other than as disclosed in the Public Disclosure Documents, the Corporation is not aware of any claim to the contrary or any challenge by any other person to the rights of the Corporation and the Subsidiaries with respect to the foregoing. To the knowledge of the Corporation, the Corporation’s business, including that of the Subsidiaries, as now conducted does not, and as currently proposed to be conducted will not, infringe or conflict with in any material respect patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses or other intellectual property or franchise right of any person. There are no current outstanding claims against the Corporation or the Subsidiaries alleging the infringement by the Corporation or the Subsidiaries of any material patent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person;

(mm) Insurance. The Corporation and the Subsidiaries maintain insurance by insurers of recognized financial responsibility, against such losses, risks and damages to their Business Assets in such amounts that are customary for the business in which they are engaged and on a basis consistent with reasonably prudent persons in comparable businesses, and all of the policies in respect of such insurance coverage, fidelity or surety bonds insuring the Corporation, the Subsidiaries, and their respective directors, officers and employees, and the Business Assets, are in good standing and in full force and effect in all respects, and not in default. Each of the Corporation and the Subsidiaries is in compliance with the terms of such policies and instruments in all material respects and there are no material claims by the Corporation or the Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; the Corporation has no reason to believe that it will not be able to renew such existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business and the business of the Subsidiaries at a cost that would not have a Material Adverse Effect, and neither the Corporation nor any of the Subsidiaries has failed to promptly give any notice of any material claim thereunder;

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(nn) Material Agreements and Debt Instruments. All of the Material Agreements and material Debt Instruments of the Corporation and of the Subsidiaries have been disclosed in the Public Disclosure Documents and each is valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof. The Corporation and the Subsidiaries have performed all material obligations (including payment obligations) in a timely manner under, and are in compliance with all material terms and conditions (including all financial covenants) contained in each Material Agreement and Debt Instrument. Except as disclosed in the Public Disclosure Documents, to the knowledge of the Corporation, neither the Corporation nor the Subsidiaries is in violation, breach or default nor has it received any notification from any party claiming that the Corporation or the Subsidiaries is in breach, violation or default under any Material Agreement or Debt Instrument and no other party, to the knowledge of the Corporation, is in breach, violation or default of any material term under any Material Agreement or Debt Instrument;

(oo) No Material Changes. Since June 30, 2016, except as disclosed in the Public Disclosure Documents: (i) there has been no material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise) business, condition (financial or otherwise), properties, capital or results of operations of the Corporation and the Subsidiaries considered as one enterprise; and (ii) there have been no transactions entered into by the Corporation or the Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Corporation and the Subsidiaries considered as one enterprise;

(pp) Absence of Proceedings. Other than as disclosed in the Public Disclosure Documents, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency, governmental instrumentality or body, domestic or foreign, now pending or, to the knowledge of the Corporation, threatened against or affecting the Corporation, any of the Subsidiaries or the Business Assets (including in respect of any material patents, patent applications, copyrighted material, technologies, licenses or proprietary or other data or confidential information currently licensed or employed by the Corporation and its Subsidiaries) which is required to be disclosed in the Public Disclosure Documents, and which if not so disclosed, or which if determined adversely, would have a Material Adverse Effect, or would materially and adversely affect the consummation of the transactions contemplated in this Agreement or the performance by the Corporation of its obligations hereunder. The aggregate of all pending legal or governmental proceedings to which the Corporation or any of the Subsidiaries is a party or of which any of their respective property or assets is subject, which are not described in the Public Disclosure Documents include only ordinary routine litigation incidental to the business, properties and assets of the Corporation and the Subsidiaries and would not reasonably be expected to result in a Material Adverse Effect;

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(qq) Absence of Defaults and Conflicts. Except as disclosed in the Public Disclosure Documents, neither the Corporation nor the Subsidiaries is in material violation, default or breach of, and the execution, delivery and performance of the Transaction Documents and the consummation of the transactions and compliance by the Corporation with its obligations hereunder, the sale of the Subscription Receipts does not and will not, whether with or without the giving of notice or passage of time or both, result in a material violation, default or breach of, or conflict with, or result in a Repayment Event or the creation or imposition of any Lien upon any property or assets of the Corporation, or the Subsidiaries under the terms or provisions of: (i) any Material Agreements or Debt Instruments; (ii) the articles or by-laws or other constating documents or resolutions of the directors or shareholders of the Corporation or the Subsidiaries; (iii) any existing applicable law, statute, rule, regulation including applicable Securities Laws; or (iv) any judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Corporation, or the Subsidiaries or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Corporation or the Subsidiaries;

(rr) Labour. No material labour dispute with the employees of the Corporation or the Subsidiaries currently exists or, to the knowledge of the Corporation, is imminent. Neither the Corporation nor the Subsidiaries is a party to any collective bargaining agreement (other than on commercially reasonable terms in the ordinary course of the business of the Corporation and the Subsidiaries that do not materially impair their ability to conduct business) and, to the knowledge of the Corporation, no other action has been taken or is contemplated to organize any employees of the Corporation or the Subsidiaries;

(ss) Taxes. All tax returns, reports, elections, remittances and payments of the Corporation and the Subsidiaries required by applicable law to have been filed or made in any applicable jurisdiction, have been filed or made (as the case may be) and are true, complete and correct except where the failure to make such filing, election, or remittance and payment would not constitute a Material Adverse Effect, and all taxes of the Corporation and of the Subsidiaries have been paid or accrued in the Financial Statements (except as any extension may have been requested or granted and in any case in which the failure to file, pay or accrue such taxes would not result in a Material Adverse Effect). To the best of the knowledge of the Corporation, after due enquiry, no examination of any tax return of the Corporation or the Subsidiaries is currently in progress and there are no issues or disputes outstanding with any governmental authority respecting any taxes that have been paid, or may be payable, by the Corporation or the Subsidiaries;

(tt) Statistical and Market-Related Data. The statistical, demographic and market-related data included in the Public Disclosure Documents is based on or derived from sources that the Corporation believes to be reliable and accurate or represent the Corporation’s good faith estimates that are made on what the Corporation believes to be a reasonable basis.

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(uu) Unlawful Payment. Neither the Corporation nor the Subsidiaries nor to the knowledge of the Corporation, any employee or agent of the Corporation or the Subsidiaries, has made any unlawful contribution or other payment to any official of, or candidate for, any Canadian or United States federal, state, provincial or municipal office or any similar office of any other country, or failed to disclose fully any contribution, in violation of any law, or made any payment to any federal, provincial, state or municipal governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by applicable laws;

(vv) Foreign Corrupt Practices Act. None of the Corporation, any of its Subsidiaries or, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation or any of its Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) or the Corruption of Foreign Public Officials Act (Canada), as amended (the “CFPOA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA), or any “foreign public official” (as such term is defined in the CFPOA), or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA, and the Corporation and, to the knowledge of the Corporation , its affiliates have conducted their businesses in compliance with the FCPA and the CFPOA;

(ww) Money Laundering Laws. The operations of the Corporation and its Subsidiaries are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened;

(xx) Significant Acquisitions. Other than as previously disclosed in the Public Disclosure Documents, the Corporation has not entered into any agreement to complete any “significant acquisition” nor is it proposing any “probable acquisitions” (as such terms are defined in NI 51-102) that would require the filing of a Business Acquisition Report pursuant to Canadian Securities Laws;

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(yy) Previous Acquisitions. The Corporation or the Subsidiaries, as the case may be, conducted all due diligence procedures, in connection with the Acquisition and all previous acquisitions completed by the Corporation or any of the Subsidiaries of any securities, business or assets of any other entity since June 30, 2014, as are standard and customary for transactions of such nature;

(zz) Corporation Short Form Eligible. The Corporation is eligible to file a short form prospectus in each of the Qualifying Jurisdictions pursuant to applicable Canadian Securities Laws and on the date of and upon filing of the Qualification Prospectus there will be no documents required to be filed under the Canadian Securities Laws in connection with the distribution of the Underlying Debentures and Debenture Shares that will not have been filed as required;

(aaa) Compliance with Laws. The Corporation has complied, or will have complied, in all material respects with all relevant statutory and regulatory requirements required to be complied with prior to the Time of Closing in connection with the Offering. Neither the Corporation nor the Subsidiaries are aware of any legislation or proposed legislation, which they anticipate will have a Material Adverse Effect;

(bbb) No Loans. Neither the Corporation nor the Subsidiaries have made any material loans to or guaranteed the material obligations of any person, other than loans and guarantees between the Corporation and the Subsidiaries or otherwise made in the ordinary course of business and reflected in the Public Disclosure Documents;

(ccc) Directors and Officers. To the best of its knowledge, none of the directors or officers of the Corporation are now, or have ever been, subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange;

(ddd) Minute Books and Records. The minutes and any other records of the Corporation made available to legal counsel for the Underwriters in connection with their due diligence investigation of the Corporation for the period from April 1, 2016 to the date hereof and minutes and any other records reflected in the Public Disclosure Documents are all of the minutes and material records of the Corporation and contain copies of all material proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders and the directors of the Corporation to the date of review of such corporate records and minutes and there have been no other meetings, resolutions or proceedings of the shareholders or directors of the Corporation to the date hereof not reflected in such minutes and other records, other than those which have been disclosed to the Underwriters or which are not material in the context of the Corporation;

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(eee) Employee Plans. The Documents Incorporated by Reference disclose, to the extent required by applicable Canadian Securities Laws, each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to, or required to be contributed to, by the Corporation for the benefit of any current or former director, officer, employee or consultant of the Corporation (the “Employee Plans”), each of which has been maintained in all material respects with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plans;

(fff) Dividends. Except as disclosed in the Public Disclosure Documents (i) there are no restrictions upon or impediment to, the declaration or payment of dividends by the directors of the Corporation or the payment of dividends by the Corporation in the constating documents or in any Material Agreements or Debt Instruments, and (ii) since June 30, 2016, the Corporation has not declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of its shares and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its securities or agreed to do so or otherwise effected any return of capital with respect to such securities;

(ggg) Fees and Commissions. Other than the Underwriters pursuant to this Agreement, there is no other person acting at the request of the Corporation, or to the knowledge of the Corporation, purporting to act who is entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the Offering;

(hhh) Entitlement to Proceeds: Other than the Corporation, there is no person that is or will be entitled to demand the proceeds of the Offering;

(iii) Related Parties. Except as disclosed in the Public Disclosure Documents, none of the directors, officers or employees of the Corporation, any known holder of more than 10% of any class of securities of the Corporation or securities of any person exchangeable for more than 10% of any class of securities of the Corporation, or any known associate or affiliate of any of the foregoing persons or companies (as such terms are defined in the Ontario Act), has had any material interest, direct or indirect, in any material transaction within the previous two years or any proposed material transaction which, as the case may be, materially affected or is reasonably expected to materially affect the Corporation and the Subsidiaries, on a consolidated basis. Neither the Corporation nor the Subsidiaries has any material loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at “arm’s length” (as such term is defined in the Income Tax Act (Canada)) with them;

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(jjj) Acquisition Agreement Reps. The representations and warranties of the Corporation and DHX AcquireCo in the Acquisition Agreement, a true copy of which has been provided to the Underwriters, were true and correct in all material respects, subject to any qualifications set out therein, as of the date thereof, and to the knowledge of the Corporation, the representations and warranties of the Iconix Parties contained in the Acquisition Agreement are true and correct in all respects, subject to any qualifications set out therein, as of the date hereof; and except as otherwise disclosed to the Underwriters in writing or set out in the Acquisition Agreement, the Corporation and DHX AcquireCo are not aware of any defects, failures or impairments in the title of the Iconix Parties to their assets, whether or not an action, suit, proceeding or inquiry is pending or threatened or whether or not discovered by any third party which in aggregate would have a Material Adverse Effect;

(kkk) Acquisition Agreement Covenants. To the knowledge of the Corporation, there has been no (i) actual or alleged breach or default by any party of any provisions of the Acquisition Agreement and no event, condition, or occurrence exists which after the notice or lapse of time (or both) would constitute a breach or default by any party to the Acquisition Agreement; or (ii) dispute, termination, cancellation, amendment or renegotiation of the Acquisition Agreement, and, to the knowledge of the Corporation, no state of facts giving rise to any of the foregoing exists; and

(lll) Full Disclosure. The Corporation has not withheld and will not withhold from the Underwriters prior to the Time of Closing, any material facts relating to the Corporation, its Subsidiaries, the Acquisition or the Offering.

Section 8 Covenants of the Corporation

The Corporation covenants and agrees with the Underwriters, and acknowledges that each of them is relying on such covenants in connection with the purchase of the Subscription Receipts, that:

(1) Subscription Agreements. The Corporation shall duly execute and deliver the Subscription Agreements and any other material documents in connection with the Offering at the Time of Closing, and comply with and satisfy all terms, conditions and covenants herein or therein contained to be complied with or satisfied by the Corporation;

(2) Acquisition Closing.

(a) The Corporation will use its commercially reasonable efforts to satisfy the Escrow Release Condition related to the Acquisition Closing as contemplated under the Acquisition Agreement after the date hereof, and shall keep the Underwriters reasonably informed, from time to time, of the status of the Acquisition and the satisfaction of the conditions thereof; provided that the Corporation shall not be obligated to waive any conditions to closing for its benefit under the Acquisition Agreement, or otherwise perform or cause to be performed any of the obligations of the other parties to the Acquisition Agreement set forth therein or in any of the agreements contemplated by the Acquisition Agreement;

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(b) The Corporation will not, and will ensure that DHX AcquireCo does not, (i) waive any material condition precedent to the closing of the Acquisition or any other condition precedent to the closing of the Acquisition that would reasonably be expected to adversely affect the value of the securities to be acquired or the ability of the Corporation or DHX AcquireCo to operate the businesses of the entities to be acquired pursuant to the Acquisition Agreement in the ordinary course, or (ii) agree to any material amendments to the Acquisition Agreement, in each case without the prior written consent of the Co-Lead Underwriters, acting reasonably; and

(c) Concurrently with delivering an escrow release notice to the Subscription Receipt Agent, the Corporation will deliver to the Underwriters a certificate signed by a senior officer of the Corporation as may be acceptable to the Co-Lead Underwriters, acting reasonably, in form and content satisfactory to the Co-Lead Underwriters, acting reasonably, with respect to the satisfaction or waiver of all conditions precedent to closing of the Acquisition pursuant to the Acquisition Agreement other than the final condition precedent of payment of the purchase price for the Acquisition thereunder;

(3) Legal Requirements. The Corporation shall fulfil all legal requirements to permit at the Time of Closing, the creation and issuance of the Subscription Receipts, the creation and the issuance of the Special Warrants, the creation and issuance of the Underlying Debentures and the issuance of the Debenture Shares, all as contemplated in the Transaction Documents and file or cause to be filed all documents, applications, forms or undertakings required to be filed by the Corporation and take or cause to be taken all action required to be taken by the Corporation in connection with the issuance of the Subscription Receipts, the Special Warrants, the Underlying Debentures and the Debenture Shares so that the distribution of such securities may lawfully occur without the necessity of filing a prospectus in Canada or a registration statement in the United States or similar document in any other jurisdiction;

(4) Notification of Adverse Matters. The Corporation will advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of:

(a) the issuance by any Securities Commission of any order suspending or preventing the use of the Qualification Prospectus; or

(b) the institution, threatening or contemplation of any proceeding for any such purposes; or any requests made by any Securities Commission for amending or supplementing the Qualification Prospectus in any material way, or for additional material information, and will use its commercially reasonable efforts to prevent the issuance of any order referred to in (a) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible;

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(5) Standstill. From the date hereof until 120 days from the Closing Date, the Corporation agrees not to, without the prior written consent of the Co-Lead Underwriters, on behalf of the Underwriters, such consent not to be unreasonably withheld or delayed, authorize, sell or issue or announce its intention to authorize, sell or issue, or negotiate or enter into an agreement to sell or issue, any securities of the Corporation (including those that are convertible or exchangeable into securities of the Corporation) other than: (i) pursuant to the Offering; (ii) the issuance of non-convertible debt securities; (iii) upon the exercise of convertible securities, options or warrants of the Corporation outstanding as of the date hereof; (iv) pursuant to the Corporation’s stock option plan, performance share unit plan or other share compensation arrangements and rights which plans and arrangements are disclosed in the Public Disclosure Documents and entitlement under such plans and arrangements; (v) pursuant to a bona fide acquisition of shares or assets of arm’s length persons; or (vi) the obligations of the Corporation in respect of existing agreements;

(6) Lock-Up Agreements. The Corporation will cause each of the directors and senior officers of the Corporation to enter into lock-up agreements in a form satisfactory to the Corporation and the Co-Lead Underwriters, which shall be negotiated in good faith and contain customary provisions, pursuant to which each such person agrees, for a period of 120 days after the Closing Date (which period may be reduced by up to 30 days, in the sole discretion of the Co-Lead Underwriters, on behalf of the Underwriters, acting reasonably, in the event that i) a final Decision Document, as applicable, for the Qualification Prospectus has been received, and ii) the exercise of the Special Warrants occurs), not to directly or indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, transfer, or otherwise dispose of or monetize the economic value of (or announce any intention to do any of the foregoing) any securities of the Corporation, whether now owned directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership, subject to the following exceptions: (i) if the Corporation receives an offer, which has not been withdrawn, to enter into a transaction or arrangement, or proposed transaction or arrangement, pursuant to which, if entered into or completed substantially in accordance with its terms, a party could, directly or indirectly acquire an interest (including an economic interest) in, or become the holder of, 100% of the total number of Shares in the Corporation, whether by way of takeover offer, scheme of arrangement, shareholder approved acquisition, capital reduction, share buyback, securities issue, reverse takeover, dual-listed company structure or other synthetic merger, transaction or arrangement; (ii) in respect of sales to affiliates of such shareholder; (iii) as a result of the death of any individual shareholder; or (iv) with the written consent of the Underwriters, such consent not to be unreasonably withheld or delayed;

(7) Maintain Reporting Issuer Status. The Corporation will use its reasonable best efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Canadian Securities Laws in all of the provinces of and following the filing of the Qualification Prospectus in each of the Qualifying Jurisdictions, to the date that is at least 24 months following the Closing Date, provided that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Corporation;

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(8) Maintain Stock Exchange Listing. The Corporation will use its reasonable best efforts to maintain the listing of the Shares on the TSX and NASDAQ, as applicable, or any other recognized stock exchange or quotation system, for a period of at least 24 months following the Closing Date, provided that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Corporation;

(9) Validly Issued Securities. The Corporation shall ensure that: (i) upon the due exercise of the Special Warrants, the Underlying Debentures will be duly issued as fully paid securities of the Corporation; (ii) at all times following the Deemed Exercise Date, a sufficient number of Debenture Shares are duly and validly allotted and reserved for issuance upon the conversion of the Underlying Debentures; and (iii) upon the conversion of the Underlying Debentures, the Debenture Shares will be duly issued as fully paid and non-assessable Common Voting Shares or Variable Voting Shares, as applicable, in the capital of the Corporation;

(10) Use of Proceeds. The Corporation will use the proceeds of the Offering in the manner described in the Public Disclosure Documents;

(11) Consents and Approvals. The Corporation will have made or obtained, as applicable, at or prior to the Time of Closing, all consents, approval, permits, authorizations or filings as may be required by the Corporation under Securities Laws necessary for the consummation of the transactions contemplated herein, other than customary post-closing filings required to be submitted within the applicable time frame pursuant to Securities Laws, “blue sky laws” in the United States and the rules of the TSX and NASDAQ; and

(12) Closing Conditions. The Corporation will have, at or prior to the Time of Closing, fulfilled or caused to be fulfilled, each of the conditions set out in Section 10 hereof.

(13) Filings. The Corporation shall execute and file with the Securities Regulators and the TSX and the NASDAQ all forms, notices and certificates required to be filed by the Corporation pursuant to the Securities Laws and the policies of the Exchanges in the time required by the applicable Securities Laws and the policies of the Exchanges, including, for greater certainty, Form 45-106F1 and Form 45-106F6 of NI 45-106 and any other forms, notices and certificates set forth in the opinions delivered to the Underwriters pursuant to the closing conditions set forth in Section 10 hereof, as are required to be filed by the Corporation.

Section 9 Representations, Warranties and Covenants of the Underwriters

(1) The Underwriters hereby severally, and not jointly, nor jointly and severally, represent and warrant to the Corporation, the following, which representations and warranties will be true and correct at the Time of Closing and the filing of the Qualification Prospectus:

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(a) Registration. The Underwriters are, and will remain so, until the completion of the Offering, appropriately registered under applicable Canadian Securities Laws so as to permit it to lawfully fulfill its obligations hereunder.

(b) Authority. The Underwriters have good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein.

(2) The Underwriters hereby severally, and not jointly, nor jointly and severally, covenant and agree with the Corporation, the following:

(a) Jurisdictions and Offering Price. The Underwriters will: (i) offer and sell Subscription Receipts on a private placement basis in the Selling Jurisdictions or where they may lawfully be offered for sale upon the terms and conditions set forth in this Agreement and in compliance with Securities Laws either directly or through other registered investment dealers and brokers; (ii) not offer, sell, trade or otherwise do any act in furtherance of a trade of the Subscription Receipts so as to require registration thereof or the filing of a prospectus, offering memorandum or similar document with respect thereto under the laws of any of the Selling Jurisdictions; (iii) obtain from each Purchaser an executed Subscription Agreement and shall deliver copies of such agreements to the Corporation at least five (5) Business Days prior to the date scheduled for Closing (or such later time prior to the date scheduled for Closing as may be agreed to by the Corporation and the Underwriters, each acting reasonably), together with all documentation (as supplied to the Underwriters by the Corporation) as may be necessary under applicable Securities Laws in connection with the distribution of the Subscription Receipts and as may be reasonably required by the Corporation in order to confirm the availability of a private placement exemption (including any documentation prescribed by the TSX or NASDAQ), in form acceptable to the Corporation and the Underwriters, each acting reasonably; (iv) except for the Final Offering Memorandum (as defined in the Subscription Agreements) not make available to prospective Purchasers of Subscription Receipts any documents which would constitute an offering memorandum as defined under Canadian Securities Laws and will not advertise the proposed sale of such securities in printed public media, radio, television or telecommunications, including electronic display, and (iv) not make any representations or warranties with respect to the Corporation or the Subscription Receipts without the approval of the Corporation; and provided that they are satisfied, in their sole discretion, acting reasonably.

(b) Compliance with Securities Laws. The Underwriters will comply with applicable Securities Laws in connection with the offer and sale and distribution of the Subscription Receipts and will use its commercially reasonable best efforts to ensure that all members of any selling dealer group will likewise comply with applicable Securities Laws.

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(c) Qualification Prospectus. The Underwriters will: (i) fulfil all material legal requirements (including, without limitation, compliance with applicable Securities Laws) to be fulfilled by an underwriter in connection with the filing of the Qualification Prospectus in the Qualifying Jurisdictions; (ii) upon being satisfied, acting reasonably, that the Qualification Prospectus and any amendments thereto is in a form satisfactory for filing with the Commissions, execute the prospectus supplement (or the Qualification Prospectus, as applicable) forming part of the Qualification Prospectus and any amendments thereto, as the case may be, presented to the Underwriters for execution; and (iii) execute all such other documents and materials as may reasonably be required and as are customary in connection with the filing of the Qualification Prospectus.

(d) Liability on Default. No Underwriter shall be liable to the Corporation under this Section with respect to a breach or default by any of the other Underwriters (or any member of the selling dealer group appointed by another Underwriter).

Section 10 Conditions of Closing

The Underwriters’ obligation to purchase the Subscription Receipts pursuant to this Agreement shall be subject to the following conditions:

(1) the Underwriters receiving at the Time of Closing, favourable legal opinions from Stewart McKelvey, legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local legal counsel acceptable to legal counsel to the Underwriters as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), to the effect set forth below subject to customary assumptions, qualifications and limitations:

(a) the Corporation is a corporation validly existing under the Canada Business Corporations Act and has all requisite corporate power and capacity to carry on business, to own and lease its properties and assets;

(b) the Corporation has all necessary corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents and to issue and sell the Subscription Receipts, the Special Warrants, the Underlying Debentures and the Debenture Shares, as applicable;

(c) the authorized and issued capital of the Corporation;

(d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of the Transaction Documents and the performance of its obligations hereunder and the Transaction Documents have been duly executed and delivered by the Corporation and each constitute a legal, valid and binding obligation of the Corporation enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions, limitations and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction;

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(e) the execution and delivery of the Transaction Documents and the fulfilment of the terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Subscription Receipts, Special Warrants, Underlying Debentures and Debenture Shares does not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the articles or by-laws of the Corporation or the Canada Business Corporations Act or Canadian Securities Laws;

(f) that the Subscription Receipts have been validly created, executed and issued by the Corporation and constitute valid and binding obligations of the Corporation enforceable against it in accordance with their terms;

(g) that the Special Warrants will, upon issuance pursuant to the conversion of the Subscription Receipts, be validly created, executed and issued by the Corporation and constitute valid and binding obligations of the Corporation enforceable against it in accordance with their terms;

(h) that the Underlying Debentures have been duly authorized and validly allotted for issuance by the Corporation and, when issued in accordance with the terms of the Special Warrants, will be outstanding as fully paid securities of the Corporation;

(i) that the Debenture Shares have been duly authorized and validly allotted for issuance by the Corporation and, when issued in accordance with the terms of the Underlying Debentures, will be outstanding as fully paid and non-assessable shares in the capital of the Corporation;

(j) assuming that each of the Purchasers residing in the Qualifying Jurisdictions is an “accredited investor” as such term is defined in NI 45-106 and is purchasing as principal, that the issuance and sale by the Corporation of the Subscription Receipts to such Purchasers are exempt from the prospectus requirements of applicable Canadian Securities Laws and no documents are required to be filed (other than specified forms accompanied by requisite filing fees), proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Canadian Securities Laws to permit such issuance and sale; and that the issuance of the Special Warrants upon the conversion of the Subscription Receipts, the issuance of the Underlying Debentures upon the exercise or deemed exercise of the Special Warrants and the issuance of the Debenture Shares upon the conversion of the Underlying Debentures will be exempt from the prospectus requirements of applicable Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Canadian Securities Laws to permit such issuances;

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(k) that no other documents will be required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Canadian Securities Laws in connection with the first trade of the Special Warrants or the Underlying Debentures provided that four months have lapsed since the Closing Date and subject to the standard assumptions and qualifications;

(l) that if a Qualification Prospectus qualifying the distribution of the Underlying Debentures and the Debenture Shares is filed before the Deemed Exercise Date: (A) such Underlying Debentures and Debenture Shares would not be subject to any statutory hold period or restricted period under the applicable Canadian Securities Laws, and (B) no documents would be required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Canadian Securities Laws in order to permit the first trade of such Underlying Debentures and Debenture Shares in the Qualifying Jurisdictions, subject to the standard assumptions and qualifications;

(m) The Special Warrants (upon the due conversion of the Subscription Receipts), the Underlying Debentures (upon the due conversion of the Special Warrants) and the Debenture Shares (upon the due conversion of the Underlying Debentures) would if issued on the date hereof be qualified investments under the Tax Act for trusts governed by registered retirement savings plans, registered retirement income funds, registered disability savings plans, deferred profit sharing plans, (except, in the case of the Underlying Debentures, deferred profit sharing plans to which the Corporation, or an employer that does not deal at arm’s length with the Corporation, has made a contribution), registered education savings plans and tax-free savings accounts, each as defined in the Tax Act, if and provided that at all material times (i) the Corporation is a “public corporation” (as defined in the Tax Act), and (ii) in the case of the Special Warrants, the Corporation is not a “connected person” (as defined in the Tax Act) under the governing plan of the Trust;

(n) subject only to the standard listing conditions and the requirements set forth in the conditional approval letter of the TSX, the Underlying Debentures have been conditionally listed or approved for listing on the TSX;

(o) subject only to the standard listing conditions and the requirements set forth in the conditional approval letters of the TSX, the Debenture Shares have been conditionally listed or approved for listing on the TSX and NASDAQ, as applicable; and

(p) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing,

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in a form acceptable to the Underwriters and their legal counsel, acting reasonably.

(2) if any Subscription Receipts are sold to Purchasers in the United States, the Co-Lead Underwriters receiving at the Time of Closing a favourable legal opinion addressed to the Co-Lead Underwriters, in form and substance satisfactory to the Co-Lead Underwriters, acting reasonably, dated as of the Closing Date, from Troutman Sanders LLP, to the effect that registration of (i) the Subscription Receipts upon offer and sale pursuant to this Agreement, including Schedule “A” hereto; (ii) the issuance of the Special Warrants upon conversion of the Subscription Receipts; (iii) the issuance of the Underlying Debentures upon exercise or deemed exercise of the Special Warrants; and (iv) the issuance of the Debenture Shares upon the conversion of the Underlying Debentures will not be required under the U.S. Securities Act;

(3) the Underwriters having received certificates dated the Closing Date and signed by two senior officers of the Corporation as may be acceptable to the Co-Lead Underwriters, acting reasonably, in form and content satisfactory to the Co-Lead Underwriters, acting reasonably, with respect to:

(a) the constating documents of the Corporation;

(b) the resolutions of the directors of the Corporation relevant to the Qualification Prospectus, the sale of the Subscription Receipts and, as applicable, the authorization of the Transaction Documents and the transactions contemplated therein; and

(c) the incumbency and signatures of signing officers for the Corporation;

(4) the Underwriters receiving certificates of status and/or compliance, where issuable under applicable law, for the Corporation and the Subsidiaries, each dated within one (1) Business Day prior to the Closing Date;

(5) the Underwriters receiving from the Corporation at the Time of Closing, a certificate dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer or such other senior officer(s) of the Corporation as may be acceptable to the Co-Lead Underwriters, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries, that:

(a) no order, ruling or determination having the effect of suspending the sale or ceasing the trading or prohibiting the sale of the Subscription Receipts or any other securities of the Corporation (including the Shares) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority;

(b) (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), prospects or capital of the Corporation on a consolidated basis, and (B) no transaction has been entered into by either the Corporation or the Subsidiaries which is material to the Corporation on a consolidated basis, other than as disclosed in the Public Disclosure Documents;

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(c) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact) contained in the Public Disclosure Documents which fact or change is, or may be, of such a nature as to render any statement in the Public Disclosure Documents misleading or untrue in any material respect or which would result in a misrepresentation in the Public Disclosure Documents or which would result in the Public Disclosure Documents not complying with applicable Canadian Securities Laws;

(d) the Corporation has complied in all material respects with all the covenants and satisfied in all material respects all the terms and conditions of the Transaction Documents on its part to be complied with and satisfied at or prior to the Time of Closing or such covenants, terms and conditions have been waived; and

(e) the representations and warranties of the Corporation contained in this Agreement, and in any certificates of the Corporation delivered pursuant to or in connection with this Agreement, are true and correct in all material respects as of the Time of Closing as if such representations and warranties were made as at the Time of Closing, after giving effect to the transactions contemplated hereby;

(6) the Underwriters receiving the executed lock-up agreements from each director and officer of the Corporation in favour of the Underwriters in a form satisfactory to the Underwriters as required pursuant to Section 8(6) of this Agreement;

(7) the Underwriters receiving, at the Time of Closing, a certificate from Computershare Investor Services Inc. as to the number of Shares issued and outstanding as at the end of business day on the date prior to the Closing Date;

(8) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Subscription Receipts or any of the Corporation’s issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the TSX or NASDAQ;

(9) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Underlying Debentures on the TSX, subject only to satisfaction by the Corporation of standard listing conditions and matters set forth in the conditional listing approval letters of the TSX;

(10) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Debenture Shares on the TSX and NASDAQ, as applicable, subject only to satisfaction by the Corporation of standard listing conditions and matters set forth in the conditional listing approval letters of the TSX and NASDAQ, as applicable;

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(11) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing;

(12) each of the Transaction Documents shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Underwriters and Underwriters’ counsel, acting reasonably;

(13) the Underwriters being satisfied, in their sole discretion, with their due diligence review of the Corporation and the Acquisition and each of their respective businesses, operations and financial condition;

(14) the Underwriters not having exercised any rights of termination set forth herein; and

(15) the Underwriters having received at the Time of Closing such further certificates, opinions of legal counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their legal counsel shall request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Section 11 Closing

(1) Location of Closing. The Offering will be completed at the offices of Stikeman Elliott LLP in Toronto, Ontario at the Time of Closing.

(2) Securities. At the Time of Closing, subject to the terms and conditions contained in this Agreement, the Corporation shall deliver to the Underwriters in Toronto, Ontario, the Subscription Receipts, in electronic or certificated form, registered as directed by the Co-Lead Underwriters, on behalf of the Underwriters, in writing not less than 24 hours prior to the Time of Closing, against payment to the Subscription Receipt Agent by Canaccord, on behalf of the Underwriters, of the aggregate Offering Price for the Subscription Receipts being issued and sold hereunder by wire transfer, net of the Commission and any expenses of the Underwriters payable by the Corporation as set out in this Agreement.

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Section 12 Indemnification and Contribution

(1) The Corporation together with its subsidiaries or affiliated companies, as the case may be (collectively, the “Indemnitor”) hereby agrees to indemnify and hold each of the Underwriters, and/or any of their respective subsidiaries and affiliates and each of their respective directors, officers, employees, securityholders and agents (collectively, the “Indemnified Parties” and individually an “Indemnified Party”) harmless from and against any and all expenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), suits, proceedings, damages, liabilities or expenses of whatever nature or kind, whether joint or several, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims, and the reasonable fees and expenses of their legal counsel (collectively, the “Losses”) that may be incurred in investigating or advising with respect to and/or defending or settling any actual or threatened claims, actions, suits, proceedings or investigation (collectively, the “Claims”) that may be made against the Indemnified Parties or to which the Indemnified Parties may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such Losses and/or Claims arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Indemnified Parties hereunder or otherwise in connection with the matters referred to in this Agreement. Without limiting the generality of the foregoing, this indemnity shall apply to all Losses that the Indemnified Parties may incur as a result of any Claim that may be threatened or brought against the Indemnified Parties. This indemnity shall cease to apply to an Indemnified Party to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such Losses were caused by the gross negligence, willful misconduct, bad faith or fraud of such Indemnified Party. For greater certainty, the Corporation and the Underwriters agree that they do not intend that any failure by the Underwriters to conduct such reasonable investigation as necessary to provide the Underwriters with reasonable grounds for believing the Qualification Prospectus contained no misrepresentation shall constitute “gross negligence”, “willful misconduct”, “bad faith” or “fraud” for purposes of this Section 12(1) or otherwise disentitle the Underwriters from indemnification hereunder.

(2) If for any reason (other than a determination as to any of the events referred to above) the foregoing indemnity is unavailable to an Indemnified Party, or is insufficient to hold them harmless, then the Indemnitor shall contribute to the Losses paid or payable by such Indemnified Party as a result of such Claim in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Indemnified Party on the other hand but also the relative fault of the Indemnitor and the Indemnified Party as well as any relevant equitable considerations, provided that the Indemnitor shall in any event contribute to the Losses paid or payable by the Indemnified Party as a result of such Claim, in such amount that is in excess of the amount of the Commission actually received by the Underwriters pursuant to this Agreement. In the case of liability arising out of the Qualification Prospectus, the relative fault of the Corporation, on the one hand, and of the Underwriters, on the other hand, shall be determined by reference, among other things, to whether the misrepresentation or alleged misrepresentation, order, inquiry, investigation or other matter or thing referred to in Section 12 relates to information supplied or which ought to have been supplied by, or steps or actions taken or done on behalf of or which ought to have been taken or done on behalf of the Corporation or the Underwriters and the parties’ relative intent knowledge, access to information and opportunity to correct or prevent such misrepresentation or alleged misrepresentation, order, inquiry, investigation or other matter or thing referred to in Section 12. In no event, shall the Indemnified Parties be responsible to pay any amount in excess of the amount of the Commission actually received by it and the Indemnitor agrees not to seek or claim any such excess amounts pursuant to this Section 12(2). In the event that the Indemnitor may be entitled to contribution from the Indemnified Parties pursuant to this Section 12(2), the Indemnitor shall be limited to contribution in any amount not exceeding the lesser of the portion of the Losses giving rise to such contribution for which the Underwriters are responsible and the amount of the Commission received by the Underwriters.

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(3) Promptly after receipt of notice of the commencement of any legal proceeding against an Indemnified Party or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Underwriters will notify the Corporation in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed. The omission to so notify the Indemnitor shall not relieve the Indemnitor of its obligations to indemnify the Indemnified Parties, except to the extent that the failure to so notify materially prejudicially affects the Indemnitor. The Indemnitor shall on behalf of itself and the Indemnified Party, as applicable, be entitled to (but not required to), at its own expense, participate in and assume the defence of any Claim, provided such defence is conducted by legal counsel of good standing acceptable to the Indemnified Party, acting reasonably, and the Indemnitor shall throughout the course thereof provide copies of all relevant documentation to the Indemnified Party, will keep the Indemnified Party advised of all discussions and significant actions proposed in respect thereof. The Indemnified Parties shall also have the right to appoint its or their own separate legal counsel at the Indemnitor’s cost provided the Indemnified Parties act reasonably in selecting such legal counsel.

(4) The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or any Indemnified Party by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or any such authority shall investigate the Indemnitor and/or any Indemnified Party and any Indemnified Parties or their personnel shall be required to testify in connection therewith or shall be required to participate or respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Corporation by the Indemnified Parties, the Indemnified Party shall have the right to employ its own legal counsel in connection therewith, provided they act reasonably in selecting such legal counsel, and the reasonable fees and expenses of such legal counsel as well as the reasonable costs (including an amount to reimburse the Indemnified Parties for time spent by them or their personnel in connection therewith at their normal per diem rates together with such disbursements and reasonable out-of-pocket expenses incurred by the Indemnified Parties or their personnel in connection therewith) shall be paid by the Indemnitor as they occur.

(5) A party hereunder shall not, without the other party’s prior written consent, such consent not to be unreasonably withheld or delayed, settle, compromise or consent to the entry of any judgment or make an admission of liability with respect to any Claims or seek to terminate any Claims in respect of which indemnification may be sought hereunder. Neither party hereunder shall be liable for any such settlement of any Claim unless it has consented in writing to such settlement, such consent not to be unreasonably withheld.

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(6) The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights an Indemnified Party may have at common law or otherwise.

(7) The Indemnitor agrees to waive any right the Indemnitor may have of first requiring the Indemnified Party to proceed against or enforce any right, power, remedy, security or claim payment from any other person before claiming under this indemnity. The Indemnitor hereby acknowledges that the Underwriters are acting as trustees for each of the other Indemnified Parties of the Indemnitor’s covenants under this indemnity and the Underwriters agree to accept such trust and to hold and enforce such covenants on behalf of such persons.

(8) The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Indemnified Parties who are not signatories hereto and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Corporation and the Indemnified Parties.

Section 13 Expenses

Whether or not the purchase and sale of the Subscription Receipts shall be completed, all costs and expenses of or incidental to the sale and delivery of the Subscription Receipts and of or incidental to all matters in connection with the transactions herein shall be borne by the Corporation and payable by the Corporation promptly following receipt of an invoice from the Underwriters, including, without limitation, all expenses of or incidental to the issue, sale or distribution of the Subscription Receipts, the fees and expenses of the Corporation’s legal counsel, auditors and independent experts, all costs incurred in connection with the preparation of documents relating to the Offering, and the reasonable expenses and fees incurred by the Underwriters which shall include the reasonable fees and disbursements of the Underwriters’ legal counsel and applicable taxes thereon. At the option of the Underwriters, such fees and expenses may be netted out of the gross proceeds of the Offering otherwise payable to the Corporation on the Closing Date.

Section 14 All Terms to be Conditions

The Corporation agrees that the conditions contained in this Agreement will be complied with insofar as the same relate to acts to be performed or caused to be performed by the Corporation and each of the Corporation and the Underwriters will use its respective reasonable best efforts to cause all such conditions to be complied with. Any material breach or failure to comply with any of the conditions set out in this Agreement that are in the control of the Corporation shall entitle any of the Underwriters to terminate their obligation to purchase the Subscription Receipts, by written notice to that effect given to the Corporation at or prior to the Time of Closing. It is understood that the Underwriters may waive, in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to the rights of the Underwriters in respect of any such terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on an Underwriter any such waiver or extension must be in writing and signed by such Underwriter.

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Section 15 Termination by Underwriters in Certain Events

(1) Each Underwriter shall also be entitled to terminate its obligation to purchase the Subscription Receipts by written notice to that effect given to the Corporation at or prior to the Time of Closing if:

(a) any inquiry, action, suit, investigation or other proceeding whether formal or informal (including matters of regulatory transgression or unlawful conduct) is instituted, announced, threatened, or any order or ruling is made or threatened by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, court, tribunal, agency, regulatory authority or other instrumentality, including without limitation, the TSX, NASDAQ or any securities regulatory authority involving the Corporation or any of its officers or directors (including those of its Subsidiaries), or there is a change in any law, rule or regulation, or the interpretation or administration thereof, which, in each case, in the sole reasonable opinion of any Underwriter, operates to prevent, suspend or restrict materially the trading or distribution of the Subscription Receipts or any other securities of the Corporation, except for such inquiry, investigation, proceeding or order based solely on the activities of the Underwriters and not the Corporation;

(b) there should develop, occur or come into effect or existence any occurrence, event or incident of any nature, including without limitation, accident, natural disaster, act or terrorism, public protest, governmental law or regulation, or major financial occurrence of national or international consequence, which in the reasonable opinion of any Underwriter seriously adversely affects, or may materially adversely affect, the Canadian or U.S. financial markets or the properties, operations, business, affairs, financial condition or assets of the Corporation or any of the Subsidiaries, in aggregate taken as a whole, or the market price or value of the Subscription Receipts;

(c) there is, in the reasonable opinion of any Underwriter, any material change in relation to the Corporation and its Subsidiaries, in aggregate taken as a whole, or any change in any material fact or a new material fact shall arise, or if there should, whether as a result of the Underwriters’ continuing due diligence or otherwise, be discovered any previously undisclosed material fact (including in respect of any of the Subsidiaries), required to be disclosed in the Base Prospectus or the Qualification Prospectus which, in any case, in the sole reasonable opinion of the Underwriters, has or could be expected to have a material adverse effect on the market price or value of the Subscription Receipts;

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(d) the Corporation is in material breach of a term, condition or covenant of this Underwriting Agreement, or any material representation or warranty given by the Corporation in this Underwriting Agreement or any ancillary document is false or untrue or has become false or untrue; or

(e) an order to cease or suspend trading in the securities of the Corporation is made or threatened by any Securities Commission or similar regulatory or judicial authority or the TSX or NASDAQ.

(2) If this Agreement is terminated by any of the Underwriters pursuant to Section 15(1), there shall be no further liability on the part of such Underwriter or of the Corporation to such Underwriter, except in respect of any liability which may have arisen or may thereafter arise under Section 12 and Section 13.

(3) The right of the Underwriters or any of them to terminate their respective obligations under this Agreement is in addition to such other remedies as they may have in respect of any default, act or failure to act of the Corporation in respect of any of the matters contemplated by this Agreement. A notice of termination given by one Underwriter under this Section 15 shall not be binding upon the other Underwriters.

Section 16 Obligations of the Underwriters to be Several

(1) Subject to the terms and conditions hereof, the obligation of the Underwriters to purchase the Subscription Receipts shall be several and not joint nor joint and several. The percentage of the Subscription Receipts to be severally purchased and paid for by each of the Underwriters shall be as follows:

Canaccord Genuity Corp.	60	%
RBC Dominion Securities Inc.	30	%
National Bank Financial Inc.	5	%
Scotia Capital Inc.	2	%
CIBC World Markets Inc.	1.5	%
Echelon Wealth Partners Inc.	1.5	%

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(2) If any of the Underwriters shall not complete the purchase and sale of its applicable percentage of the aggregate amount of the Subscription Receipts at the Time of Closing for any reason whatsoever, including by reason of Section 15 hereof, and the number of Subscription Receipts with respect to which such default relates is less than 10% of the aggregate number of Subscription Receipts, the other Underwriters shall have the right, but shall not be obligated, to purchase the Subscription Receipts which would otherwise have been purchased by the Underwriter which fails to purchase but if no such arrangements are made by the Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Offered Subscription Receipts set forth above opposite their respective names bears to the aggregate number of Subscription Receipts set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Underwriters with the consent of the non-defaulting Underwriters to purchase the Subscription Receipts which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If any of the Underwriters shall not complete the purchase and sale of its applicable percentage of the aggregate amount of the Subscription Receipts at the Time of Closing for any reason whatsoever, including by reason of Section 15 hereof, and the number of Subscription Receipts with respect to which such default relates exceeds 10% of the aggregate number of Subscription Receipts, the other Underwriters shall have the right, but shall not be obligated, to purchase the Subscription Receipts which would otherwise have been purchased by the Underwriter which fails to purchase. If, with respect to the Subscription Receipts, the non-defaulting Underwriters elect not to exercise such rights to assume the entire obligations of the defaulting Underwriter, then the Corporation shall have the right to either: (i) proceed with the sale of the Subscription Receipts (less the defaulted Subscription Receipts) to the non-defaulting Underwriters; or (ii) terminate its obligations hereunder without liability except pursuant to the provisions of Section 12 and Section 13 in respect of the non-defaulting Underwriters. For greater certainty, nothing in this Section 16(2) will relieve any defaulting Underwriter from any liability under this Agreement for failure to purchase its proportionate share of Subscription Receipts otherwise from its default.

(3) Additionally, nothing in this Section 16 shall oblige the Corporation to sell to the Underwriters less than all of the Subscription Receipts or shall relieve an Underwriter in default hereunder from liability to the Corporation.

Section 17 Underwriters’ Option

(a) The Corporation hereby grants to the Underwriters the Underwriters’ Option, exercisable by the Underwriters in whole or in part in their sole discretion, without obligation, to purchase from the Corporation at the Time of Closing the Additional Subscription Receipts. The Underwriters’ Option is exercisable by the Co-Lead Underwriters, on behalf of the Underwriters, at any time or times until 24 hours prior to the Time of Closing. For greater certainty, the Underwriters shall be paid the Commission in respect of the issue and sale of any Additional Subscription Receipts issued pursuant to the exercise of the Underwriters’ Option.

(b) The Co-Lead Underwriters, on behalf of the Underwriters, may exercise the Underwriters’ Option in whole or in part during the currency thereof by delivering written notice to the Corporation (the “Underwriters’ Notice”) specifying the number of Additional Subscription Receipts to be purchased.

Section 18 Notices

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered,

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(a) in the case of the Corporation, to:

DHX Media Ltd.
1478 Queen Street
Halifax, Nova Scotia
B3J 2H7
Attention:	Mark Gosine
Fax:	(902) 422-0752
with a copy (which shall not constitute notice) to:
Stikeman Elliott LLP
5300 Commerce Court
199 Bay Street
Toronto, Ontario M5L 1B9
Attention:	D’Arcy Nordick
Fax:	(416) 947-0866

(b) in the case of the Underwriters to:

Canaccord Genuity Corp.
161 Bay Street, Suite 3100
Toronto, Ontario M5J 2S1
Attention:	Stewart Busbridge
Fax:	(416) 869-3876
RBC Dominion Securities Inc.
200 Bay Street, 4th Floor
Royal Bank Plaza, South Tower
Toronto, Ontario M5J 2W7
Attention:	James McKenna
Fax:	(416) 842-7555
National Bank Financial Inc.
The Exchange Tower
130 King Street West
Suite 3200, P.O. Box 21
Toronto, Ontario  M5X 1J9
Attention:	Brent Layton
Fax:	(416) 869-6411

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Scotia Capital Inc.
40 King Street West
Scotia Plaza, 66th Floor
Box 4085, Station “A”
Toronto, Ontario M5W 2X6
Attention:	Ali Kanani
Fax:	(416) 863-7038
CIBC World Markets Inc.
161 Bay Street, BCE Place, 7th Floor
Toronto, Ontario  M5J 2S8
Attention:	Ryan Voegeli
Fax:	(416) 594-7765
Echelon Wealth Partners Inc.
130 King Street West
Suite 2500, P.O. Box 47
Toronto, Ontario  M5X 2A2
Attention:	Rob Furse
Fax:	(647) 436-7688
with a copy (which shall not constitute notice) to:
McCarthy Tétrault LLP
PO Box 48, Suite 5300
Toronto-Dominion Bank Tower
Toronto ON M5K 1E6
Attention:	Robert O. Hansen
Fax:	416-868-0673

The Corporation and the Underwriters may change their respective addresses for notices by notice given in the manner aforesaid. Any such notice or other communication shall be in writing, and unless delivered personally to the addressee or to a responsible officer of the addressee, as applicable, shall be given by telecopy and shall be deemed to have been given when: (i) in the case of a notice delivered personally to a responsible officer of the addressee, when so delivered; and (ii) in the case of a notice delivered or given by telecopy on the first business day following the day on which it is sent.

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Section 19 Relationship between the Corporation and the Underwriters.

In connection with the services described herein, the Underwriters shall each act as an independent contractor, and any duties of the Underwriters arising out of this Agreement shall be owed solely to the Corporation. The Corporation acknowledges that the Underwriters are securities firms engaged in securities trading and brokerage activities, as well as providing investment banking and financial advisory services, which may involve services provided to other companies engaged in businesses similar or competitive to the business of the Corporation. The Corporation acknowledges and agrees that in connection with all aspects of the engagement contemplated hereby, and any communications in connection therewith, the Corporation, on the one hand, and each of the Underwriters and any of their respective affiliates through which the Underwriters may be acting, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Underwriters or such affiliates, and each party hereto agrees that no such duty will be deemed to have arisen in connection with any such transactions or communications. Information which is held elsewhere within the Underwriters, but of which none of the individuals in the investment banking department or division of the Underwriters involved in providing the services contemplated by this agreement actually has knowledge (or without breach of internal procedures can properly obtain) will not for any purpose be taken into account in determining any of the responsibilities of the Underwriters to the Corporation under this Agreement.

Section 20 Miscellaneous

(a) Action of Underwriters. Except with respect to Section 12, Section 15 and Section 16, all transactions and notices on behalf of the Underwriters hereunder or contemplated hereby may be carried out or given on behalf of the Underwriters by a Co-Lead Underwriter, who shall in good faith discuss with the other Co-Lead Underwriters the nature of any such transactions and notices prior to giving effect thereto or the delivery thereof, as the case may be. Notwithstanding the foregoing, the Corporation shall be entitled to and shall act on any notice, waiver, extension or communication given by or on behalf of the Underwriters by the Co-Lead Underwriters, who shall represent the Underwriters, and who shall have the authority to bind the Underwriters in respect of all matters hereunder, except in respect of any settlement under Section 12, any matter referred to in Section 15 or any agreement under Section 16.

(b) Successors and Assigns. This Agreement shall enure to the benefit of, and shall be binding upon, the Underwriters and the Corporation and their respective successors and legal representatives.

(c) Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

(d) Time of the Essence. Time shall be of the essence hereof and, following any waiver or indulgence by any party, time shall again be of the essence hereof.

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(e) Interpretation. The words, “hereunder”, “hereof” and similar phrases mean and refer to the Agreement formed as a result of the acceptance by the Corporation of this offer by the Underwriters to purchase the Subscription Receipts.

(f) Survival. All representations, warranties, covenants and agreements of the Corporation and/or the Underwriters herein contained or contained in documents submitted pursuant to this Agreement and in connection with the transaction of purchase and sale herein contemplated shall survive for a period ending on the date that is three years following the Closing Date. Notwithstanding the preceding sentence, Section 13 shall survive the purchase and sale of the Subscription Receipts and the termination of this Agreement and shall continue in full force and effect for the benefit of the Underwriters or the Corporation, as the case may be, regardless of any subsequent disposition of the Subscription Receipts or any investigation by or on behalf of the Underwriters with respect thereto without limitation other than any limitation requirements of applicable law. The Underwriters and the Corporation shall be entitled to rely on the representations and warranties of the Corporation or the Underwriters, as the case may be, contained herein or delivered pursuant hereto notwithstanding any investigation which the Underwriters or the Corporation may undertake or which may be undertaken on their behalf.

(g) Electronic Copies. Each of the parties hereto shall be entitled to rely on delivery of a facsimile or PDF copy of this Agreement and acceptance by each such party of any such facsimile or PDF copy shall be legally effective to create a valid and binding agreement between the parties hereto in accordance with the terms hereof.

(h) Severability. If one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein.

(i) Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

(j) Several and Joint. In performing their respective obligations under this Agreement, the Underwriters shall be acting severally and not jointly and severally. Nothing in this Agreement is intended to create any relationship in the nature of a partnership, or joint venture between the Underwriters.

(k) Entire Agreement. This Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings in respect of the Offering, including the bid letter made as of May 10, 2017, as amended. This Agreement may be amended or modified in any respect by written instrument only.

 - 54 -

(l) Further Assurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

Section 21 TMX Group

The Corporation hereby acknowledges that each of National Bank Financial Inc., Scotia Capital Inc. and CIBC World Markets Inc., or an affiliate thereof, owns or controls an equity interest in TMX Group Limited (“TMX Group”) and has a nominee director serving on the TMX Group’s board of directors. As such, each such investment dealer may be considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX Group, including the TSX, the TSX Venture Exchange and the Alpha Exchange. No person or company is required to obtain products or services from TMX Group or its affiliates as a condition of any such dealer supplying or continuing to supply a product or service.

[Remainder of page left intentionally blank. Signature page follows.]

 - 55 -

If this Agreement accurately reflects the terms of the transactions which we are to enter into and are agreed to by you, please communicate your acceptance by executing the enclosed copies of this Agreement where indicated and returning them to us.

Yours very truly,
CANACCORD GENUITY CORP.
By:	/s/ Stewart Busbridge
	Name:	Stewart Busbridge
	Title:	Managing Director
RBC DOMINION SECURITIES INC.
By:	/s/ James McKenna
	Name:	James McKenna
	Title:	Managing Director
NATIONAL BANK FINANCIAL INC.
By:	/s/ Brent Layton
	Name:	Brent Layton
	Title:	Managing Director
SCOTIA CAPITAL INC.
By:	/s/ Ali Kanani
	Name:	Ali Kanani
	Title:	Director
CIBC WORLD MARKETS INC.
By:	/s/ Ryan Voegeli
	Name:	Ryan Voegeli
	Title:	Managing Director
ECHELON WEALTH PARTNERS INC.
By:	/s/ Rob Furse
	Name:	Rob Furse
	Title:	President

 - 56 -

The foregoing is hereby accepted and agreed to by the undersigned as of the date first written above.

DHX MEDIA LTD.
By:	/s/ Dana Landry
	Name:	Dana Landry
	Title:	Chief Executive Officer

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Schedule “A”

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

This is Schedule “A” to the underwriting agreement (the “Underwriting Agreement”) dated May 31, 2017 between DHX Media Ltd., Canaccord Genuity Corp., RBC Dominion Securities Inc., National Bank Financial Inc., Scotia Capital Inc., CIBC World Markets Inc. and Echelon Wealth Partners Inc. Unless otherwise defined herein, terms used in this Schedule that are defined in the Underwriting Agreement shall have the same meaning herein as in the Underwriting Agreement.

As used in this Schedule, the following terms shall have the meanings indicated:

Directed Selling Efforts	means “directed selling efforts” as that term is defined in Rule 902(c) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Securities, and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of any of the Securities;
Foreign Issuer	means a “foreign issuer” as that term is defined in Rule 902(e) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule, it includes any issuer which is a corporation or other organization incorporated or organized under the laws of any country other than the United States, except an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter: (a) more than 50 percent of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the United States; and (b) any of the following; (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the assets of the issuer are located in the United States, or (iii) the business of the issuer is administered principally in the United States;
General Solicitation or General Advertising	means “general solicitation or general advertising” as that term is defined in Rule 502(c) of Regulation D, including, without limitation, any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or the Internet or broadcast over radio, television or the Internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

A-1

Offshore Transaction	means “offshore transaction” as that term is defined in Rule 902(h) of Regulation S;
Regulation D	means Regulation D promulgated under the U.S. Securities Act;
Regulation S	means Regulation S promulgated under the U.S. Securities Act;
Rule 144A	means Rule 144A promulgated under the U.S. Securities Act;
Securities	means the Subscription Receipts, Special Warrants, Underlying Debentures and Debenture Common Shares;
Substantial US Market	means “substantial U.S. market interest” as that term is defined in Rule 902(j) of Regulation S; and
U.S. Affiliate	means the United States broker dealer affiliate of an Underwriter, as applicable.

Representations, Warranties and Covenants of the Underwriters

Each Underwriter acknowledges that the Securities have not been and will not be registered under the U.S. Securities Act or any applicable securities laws of the states of the United States, and may not be offered or sold to, or for the account or benefit of any person within the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, each Underwriter severally represents, warrants and covenants to the Corporation, on behalf of itself and its U.S. Affiliate, on the date hereof and on the date of each offer and sale of Subscription Receipts, that:

1. It has offered, and will offer the Subscription Receipts for sale by the Corporation only in an Offshore Transaction in accordance with Rule 903 of Regulation S or as provided in paragraphs 2 through 11 below. Accordingly, neither the Underwriter, its affiliates nor any persons acting on its behalf, has made or will make: (a) (except as permitted in paragraphs 2 through 11 below) any offer to sell or any solicitation of an offer to buy, any of the Subscription Receipts in the United States or a person acting for the account or benefit of a person within the United States, (b) (except as permitted in paragraphs 2 through 11 below) any sale of Subscription Receipts to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or the Underwriter, its affiliates or persons acting on their behalf reasonably believed that such purchaser was outside the United States, or (c) any Directed Selling Efforts.

A-2

2. It will not offer or sell Subscription Receipts in the United States except that it may offer Subscription Receipts to purchasers who are Qualified Institutional Buyers.

3. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Subscription Receipts, except with its affiliates, any selling group members or with the prior written consent of the Corporation. It shall require each affiliate and selling group member to agree in writing, for the benefit of the Corporation, to comply with, and shall use its commercially reasonable efforts to ensure that each affiliate and selling group member complies with, the same provisions of this Schedule “A” as apply to the Underwriter as if such provisions applied to such affiliate and selling group member.

4. All of the Underwriter’s offers of Subscription Receipts in the United States have been and will be made through the U.S. Affiliate pursuant to Section 4(a)(2) of the U.S. Securities Act.

5. It and its affiliates have not, either directly or through a person acting on its or their behalf, solicited and will not solicit offers for, and have not offered to sell and will not offer to sell, Subscription Receipts in the United States by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.

6. Any offer of, or solicitation of an offer to buy, Subscription Receipts that has been made or will be made in the United States by the Underwriter through the U.S. Affiliate, was or will be made only to Qualified Institutional Buyers in transactions that are exempt from registration under the U.S. Securities Act and any applicable state securities laws and in accordance with any applicable U.S. federal or state laws or regulations governing the registration or conduct of securities brokers or dealers.

7. Immediately prior to soliciting such offerees, the Underwriter, its affiliates, and any person acting on its or their behalf had reasonable grounds to believe and did believe that each offeree was a Qualified Institutional Buyer, and at the time of completion of each sale to a person in the United States, the Underwriter, its affiliates, and any person acting on its or their behalf (including, without limitation, the U.S. Affiliate) will have reasonable grounds to believe and will believe, that each such offeree purchasing Subscription Receipts from the Corporation is a Qualified Institutional Buyer.

8. At least one business day prior to the time of delivery, the Corporation and its transfer agent will be provided with a list of all purchasers of Subscription Receipts in the United States or that were offered the Subscription Receipts in the United States.

9. At the Closing Time, the Underwriter (together with its U.S. Affiliate) will provide a certificate, substantially in the form of Exhibit I to this Schedule “A”, relating to the manner of the offer of the Subscription Receipts in the United States. Failure to deliver such a certificate shall constitute a representation by the Underwriter and its U.S. Affiliate that neither it nor anyone acting on its behalf has offered Subscription Receipts in the United States.

A-3

10. Neither the Underwriter, its affiliates or any person acting on its behalf (including the U.S. Affiliate) has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act.

11. None of the Underwriter, any of its affiliates (including, without limitation, the U.S. Affiliates, if applicable), or any person acting on any of their behalf will solicit the exchange of the Special Warrants, the Underlying Debentures or Debenture Common Shares or the and will not pay, give or receive any commission or other remuneration, directly or indirectly, for soliciting the exchange of the Special Warrants, the Underlying Debentures or Debenture Common Shares.

Representations, Warranties and Covenants of the Corporation

The Corporation represents, warrants, covenants and agrees, on the date hereof and on the date of each offer and sale of Subscription Receipts, that:

1. The Corporation reasonably believes that it is a Foreign Issuer and that it has no Substantial U.S. Market Interest in its common shares.

2. The Corporation is not, and after giving effect to the offering of the Securities and the application of the proceeds as contemplated in the Underwriting Agreement will not be, an “investment company” (within the meaning of the U.S. Investment Company Act of 1940, as amended) registered or required to be registered under such Act.

3. Except with respect to sales in accordance with this Schedule “A” to Qualified Institutional Buyers in reliance upon an exemption from registration provided by Section 4(a)(2) of the U.S. Securities Act, neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, the U.S. Affiliates, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made), has made or will make: (a) any offer to sell, or any solicitation of an offer to buy, any Subscription Receipts to a person in the United States; or (b) any sale of Subscription Receipts unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States or (ii) the Corporation, its affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States.

4. During the period in which the Subscription Receipts are offered for sale, neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, the U.S. Affiliates, and their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has engaged in or will engage in any Directed Selling Efforts, or has taken or will take any action in violation of Regulation M under the U.S. Exchange Act or that would cause the exemption from the registration requirements under the U.S. Securities Act provided by Section 4(a)(2) under the U.S. Securities Act to be unavailable for offers and sales of Subscription Receipts in the United States in accordance with this Schedule “A”, or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Subscription Receipts outside the United States in accordance with the Underwriting Agreement.

A-4

5. None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriters, the U.S. Affiliates, their respective affiliates or any person acting on their behalf, in respect of which no representation, warranty, covenant or agreement is made) has offered or will offer to sell, or has solicited or will solicit offers to buy, the Subscription Receipts in the United States by means of any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.

6. Except with respect to the offer and sale of the Subscription Receipts offered hereby, the Corporation has not, for a period of six months prior to the commencement of the offering of the Subscription Receipts, sold, offered for sale or solicited any offer to buy any of its securities in the United States in a manner that would be integrated with the offer and sale of the Subscription Receipts and would cause the exemption from registration set forth in Section 4(a)(2) of the U.S. Securities Act to become unavailable with respect to the offer and sale of the Subscription Receipts.

7. The Corporation shall file such notices and other documents as are required to be filed under the state securities or “blue sky” laws of the states in which Subscription Receipts are sold to satisfy the requirements of applicable exemptions from registration or qualification of the Subscription Receipts under such laws.

8. The Corporation will not pay or give any commission or other remuneration, directly or indirectly, for soliciting the exchange of the Special Warrants, the Underlying Debentures or Debenture Common Shares.

A-5

Exhibit I to Schedule “A”

UNDERWRITERS’ CERTIFICATE

In connection with the private placement in the United States of Subscription Receipts of DHX Media Ltd. (the “Corporation”) pursuant to the underwriting agreement dated May 31, 2017 between the Corporation, Canaccord Genuity Corp., RBC Dominion Securities Inc., National Bank Financial Inc., Scotia Capital Inc., CIBC World Markets Inc. and Echelon Wealth Partners Inc. (the “Underwriting Agreement”), the undersigned do hereby certify on a several basis and in respect of themselves only and only to the extent applicable that:

(i) the Subscription Receipts have been offered in the United States only by the U.S. Affiliate which was on the dates of such offers and subsequent sales, and is on the date hereof, a duly registered broker or dealer pursuant to section 15(b) of the U.S. Exchange Act and under the securities laws of each state in which such offers and sales were made (unless exempted from the respective state’s broker-dealer registration requirements) and was and is a member in good standing with the Financial Industry Regulatory Authority, Inc.;

(ii) all offers and sales of Subscription Receipts in the United States or to, or for the account or benefit of, persons within the United States have been effected in accordance with all applicable federal and state laws and regulations governing the registration and conduct of securities brokers and dealers;

(iii) we had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer, and each person in the United States that we have arranged to purchase Subscription Receipts from the Corporation is a Qualified Institutional Buyer;

(iv) the Offering of the Subscription Receipts has been conducted in accordance with the terms of the Underwriting Agreement, including Schedule “A” thereto;

(v) neither we nor our representatives have utilized, and neither we nor our representatives will utilize, any form of “general solicitation” or “general advertising” (as those terms are used in Regulation D under the U.S. Securities Act) or have made a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act for offers and sales of Subscription Receipts in the United States;

(vi) neither we nor any of our affiliates, have taken or will take any action that would constitute a violation of Regulation M under the U.S. Exchange Act in connection with offers and sales of the Subscription Receipts; and

(vii) prior to any sale of Subscription Receipts in the United States, we caused the purchaser to execute a Subscription Agreement in the form agreed to by the Corporation and the Underwriters, and no other written material has been used in connection with the offer or sale of the Subscription Receipts in the United States.

A-6

Unless otherwise defined herein, terms used in this certificate that are defined in the Underwriting Agreement shall have the same meaning herein as in the Underwriting Agreement (including Schedule “A” thereto).

Dated this ____ day of May, 2017.

[Underwriter] [U.S. Affiliate]

A-7

Schedule “B”
SUBSIDIARIES

Subsidiary	Jurisdiction
DHX Media (Halifax) Ltd.	Nova Scotia
DHX Media (Toronto) Ltd.	Ontario
DHX Media (Vancouver) Ltd.	British Columbia
Wild Brain Entertainment Inc.	Delaware
Wild Brain International Limited	United Kingdom
Wild Brain Family International Limited	United Kingdom
The Copyright Promotions Licensing Group Limited	United Kingdom
DHX Media (UK) Limited	United Kingdom
DHX Worldwide Limited	United Kingdom
Epitome Pictures Inc.	Ontario
Epitome Screen Productions Inc.	Ontario
DHX Television Ltd.	Canada
Nerd Corps Entertainment Inc.	British Columbia
DHX SSP Holdings LLC	Delaware

B-1

EX-99.2

Exhibit 99.2

Execution Version

DHX MEDIA LTD.

- and -

COMPUTERSHARE TRUST COMPANY OF CANADA

- and -

CANACCORD GENUITY CORP.

- and -

RBC DOMINION SECURITIES INC.

SUBSCRIPTION RECEIPT AGREEMENT

Providing for the Issue of 140,000 Subscription Receipts

May 31, 2017

TABLE OF CONTENTS

Article 1 INTERPRETATION		2
1.1	Definitions	2
1.2	Interpretation	10
1.3	Applicable Law	10
Article 2 THE SUBSCRIPTION RECEIPTS		11
2.1	Creation and Issue of Subscription Receipts	11
2.2	Terms of Subscription Receipts	11
2.3	Form of Subscription Receipt Certificates	12
2.4	Book Entry Subscription Receipts	13
2.5	Signing of Subscription Receipt Certificates	15
2.6	Certification by Subscription Receipt Agent	15
2.7	Subscription Receipts to Rank Pari Passu	17
2.8	Issue in Substitution for Lost Certificates, Etc.	17
2.9	Subscription Receiptholder not a Shareholder	18
Article 3 REGISTRATION, TRANSFER AND OWNERSHIP OF SUBSCRIPTION RECEIPTS AND EXCHANGE OF SUBSCRIPTION RECEIPT CERTIFICATES		18
3.1	Registration of Subscription Receipts	18
3.2	Exchange of Subscription Receipt Certificates	20
3.3	No Charges for Exchange	20
3.4	Ownership of Subscription Receipts	20
Article 4 CONVERSION OF SUBSCRIPTION RECEIPTS		21
4.1	Conversion of Subscription Receipts by Subscription Receipt Agent	21
4.2	Effect of Conversion	22
4.3	Recording	22
4.4	Securities Restrictions	22
Article 5 COVENANTS		23
5.1	General Covenants	23
5.2	Use of Proceeds	24
5.3	Remuneration and Expenses of Subscription Receipt Agent	24
5.4	Notice of Issue	25
5.5	Securities Qualification Requirements	25
5.6	Performance of Covenants by Subscription Receipt Agent	25
Article 6 DEPOSIT OF PROCEEDS AND CANCELLATION OF SUBSCRIPTION RECEIPTS		25
6.1	Deposit of Escrowed Funds in Escrow	25
6.2	Investment of Escrowed Funds	26
6.3	Interest Accruing on the Subscription Receipts	27
6.4	Release of Escrowed Funds	28
6.5	Escrowed Funds Held in Trust	29
6.6	Representation Regarding Third Party Interests	30
Article 7 ENFORCEMENT		30
7.1	Suits by Subscription Receiptholders	30

7.2	Limitation of Liability	30
Article 8 MEETINGS OF SUBSCRIPTION RECEIPTHOLDERS		30
8.1	Right to Convene Meetings	30
8.2	Notice	31
8.3	Chairman	31
8.4	Quorum	31
8.5	Power to Adjourn	32
8.6	Show of Hands	32
8.7	Poll	32
8.8	Voting	32
8.9	Regulations	32
8.10	The Corporation and Subscription Receipt Agent may be Represented	33
8.11	Powers Exercisable by Extraordinary Resolution	33
8.12	Meaning of “Extraordinary Resolution”	35
8.13	Powers Cumulative	35
8.14	Minutes	36
8.15	Instruments in Writing	36
8.16	Binding Effect of Resolutions	36
8.17	Evidence of Subscription Receiptholders	36
8.18	Holdings by the Corporation and Subsidiaries Disregarded	37
Article 9 SUPPLEMENTAL AGREEMENTS AND SUCCESSOR COMPANIES		37
9.1	Provision for Supplemental Agreements for Certain Purposes	37
9.2	Successor Entities	38
Article 10 CONCERNING SUBSCRIPTION RECEIPT AGENT		38
10.1	Mandatory Law	38
10.2	Rights and Duties of Subscription Receipt Agent	39
10.3	Evidence, Experts and Advisers	40
10.4	Documents, Money, Etc. held by Subscription Receipt Agent	41
10.5	Action by Subscription Receipt Agent to Protect Interests	42
10.6	Subscription Receipt Agent not Required to Give Security	42
10.7	Protection of Subscription Receipt Agent	42
10.8	Replacement of Subscription Receipt Agent	44
10.9	Acceptance of Duties and Obligations	45
Article 11 GENERAL		46
11.1	Notice to the Corporation and Subscription Receipt Agent	46
11.2	Notice to Subscription Receiptholders	48
11.3	Satisfaction and Discharge of Agreement	48
11.4	Sole Benefit of Parties and Subscription Receiptholders	49
11.5	Discretion of Directors	49
11.6	Force Majeure	49
11.7	Privacy Consent	49
11.8	Counterparts and Formal Date	50

2 

SUBSCRIPTION RECEIPT AGREEMENT

THIS AGREEMENT (the “Agreement”) dated as of May 31, 2017.

AMONG:

DHX MEDIA LTD., a corporation existing under the laws of Canada,

(the “Corporation”)

- and -

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada,

(the “Subscription Receipt Agent”)

- and -

CANACCORD GENUITY CORP., a corporation existing under the laws of Canada,

(“Canaccord”)

- and -

RBC DOMINION SECURITIES INC., a corporation existing under the laws of Canada,

(“RBC”, and together with Canaccord, the “Lead Underwriters”)

WHEREAS the Corporation proposes to create and issue 140,000 Subscription Receipts at a price of $1000.00 per Subscription Receipt on a private placement basis, with each Subscription Receipt representing the right to acquire one Special Warrant in the manner herein set forth. Each Special Warrant will be automatically exercised, upon the satisfaction of certain conditions, for no additional consideration, to acquire $1,000 principal amount of Convertible Debentures;

AND WHEREAS the Corporation has agreed that:

(a) pending the satisfaction of the Release Condition, 100% of the aggregate gross proceeds from the sale of the Subscription Receipts, less 50% of the Underwriters’ Cash Commission and the Underwriters’ Expenses, are to be delivered to and held by the Subscription Receipt Agent as escrow agent hereunder, unless otherwise directed, and invested in the manner set out herein;

(b) if the Release Condition is satisfied before the Release Deadline, the Subscription Receiptholders will be entitled to receive, without payment of additional consideration or the undertaking of any further action, one Special Warrant for each Subscription Receipt then held; and

(c) if the Release Condition is not satisfied before the Release Deadline, the Subscription Receiptholders will, at the Release Deadline, be entitled to receive the aggregate Return Amount for their Subscription Receipts (less any withholding Tax required to be withheld in respect thereof under applicable Law).

AND WHEREAS the Subscription Receipt Agent has agreed to act as registrar and transfer agent for the Subscription Receipts, and as escrow agent to receive the Escrowed Funds, in accordance with the terms and conditions set out herein.

AND WHEREAS all things necessary have been done and performed to make the Subscription Receipt Certificates, when certified by the Subscription Receipt Agent and issued and delivered as herein provided, legal, valid and binding obligations of the Corporation with the benefits of and subject to the terms of this Agreement;

AND WHEREAS the Subscription Receipt Agent has agreed to enter into this Agreement and to hold all rights, interests and benefits contained herein for and on behalf of those Persons (as hereinafter defined) who from time to time become holders of Subscription Receipts issued pursuant to this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration mutually given, the receipt and sufficiency of which are hereby acknowledged, by each of the Corporation, the Subscription Receipt Agent and the Lead Underwriters, the Corporation hereby appoints the Subscription Receipt Agent as agent for the Subscription Receiptholders, to hold all rights, interests and benefits contained herein for and on behalf of those Persons who from time to time become holders of Subscription Receipts issued pursuant to this Agreement, and the Corporation and the Subscription Receipt Agent hereby covenant, agree and declare as follows:

Article 1
INTERPRETATION

1.1 Definitions

In this Agreement and in the Subscription Receipt Certificates, unless there is something in the subject matter or context inconsistent therewith:

(a) “AcquireCo” means DHX SSP Holdings LLC, a wholly-owned subsidiary of the Corporation;

(b) “Acquisition” means, collectively, the acquisition by AcquireCo of (i) all of the issued and outstanding membership interests of IBGNYC LLC, IBGSCREEN, LLC and Shortcake IP Holdings LLC, each a limited liability company organized under the laws of the State of Delaware, and (ii) 80% of the issued and outstanding common units of Peanuts Holding LLC, a limited liability company organized under the laws of the State of Delaware, pursuant to the Acquisition Agreements;

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(c) “Acquisition Agreements” means, collectively, (i) that certain membership interest purchase agreement dated as of May 9, 2017 between Icon NY Holdings LLC, IBG Borrower LLC, Iconix Brand Group, Inc., the Corporation and AcquireCo, and (ii) that certain membership interest purchase agreement dated as of May 9, 2017 between IBG Borrower LLC, Iconix Brand Group, Inc., the Corporation and AcquireCo;

(d) “Applicable Procedures” means (i) with respect to any transfer or exchange of beneficial ownership interests in, or the exercise of Subscription Receipts represented by, a CDS Subscription Receipt, the applicable rules, procedures or practices of CDS and the Subscription Receipt Agent in effect at the time being, and (ii) with respect to any issuance, deposit or withdrawal of Subscription Receipts from or to an electronic position evidencing a beneficial ownership interest in Subscription Receipts represented by a CDS Subscription Receipt, the rules, procedures or practices followed by CDS and the Subscription Receipt Agent at the time being with respect to the issuance, deposit or withdrawal of such positions;

(e) “Approved Bank” has the meaning ascribed thereto in Section 6.2(a);

(f) “Authenticated” means (i) with respect to the issuance of a Subscription Receipt Certificate, one which has been duly signed by the Corporation and authenticated by manual signature of an authorized officer of the Subscription Receipt Agent, or (ii) with respect to the issuance of an Uncertificated Subscription Receipt, one in respect of which the Subscription Receipt Agent has completed all Internal Procedures such that the particulars of such Uncertificated Subscription Receipt as required by Section 2.6(a) are entered in the register of holders of Subscription Receipts; “Authenticate”, “Authenticating” and “Authentication” have the appropriate correlative meanings;

(g) “Book Entry Participants” means institutions that participate directly or indirectly in the Depository’s book entry registration system for the Subscription Receipts;

(h) “Book Entry Subscription Receipts” means Subscription Receipts that are to be held electronically or physically by or on behalf of the Depository;

(i) “Business Day” means any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which banks are not open for business in the City of Halifax, Nova Scotia or Toronto, Ontario and shall be a day on which both Stock Exchanges are open for trading;

(j) “CDS Subscription Receipts” means Subscription Receipts representing all or a portion of the aggregate number of Subscription Receipts issued in the name of the Depository represented by an Uncertificated Subscription Receipt, or if requested by the Depository or the Corporation, by a Subscription Receipt Certificate;

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(k) “Certificated Subscription Receipts” means a Subscription Receipt evidenced by a writing or writings substantially in the form of Schedule “A”, attached hereto;

(l) “Common Voting Shares” means the common voting shares of the Corporation listed on the TSX under the symbol “DHX.B”;

(m) “Convertible Debentures” means the 5.875% senior unsecured convertible debentures of the Corporation to be governed by an indenture dated the date hereof between the Corporation and Computershare Trust Company of Canada, as trustee;

(n) “Closing Date” means the closing date of the Offering, being May 31, 2017 or such other date or dates as mutually agreed upon in writing by the Underwriters and the Corporation;

(o) “Closing Time” means 8:00 a.m. (Toronto time) on the Closing Date or such other time as determined by the Corporation and the Underwriters;

(p) “Corporation” means DHX Media Ltd.;

(q) “Counsel” means a barrister or solicitor or a firm of barristers and solicitors, who may be counsel for the Corporation, acceptable to the Subscription Receipt Agent;

(r) “Depository” means CDS Clearing and Depository Services Inc. or such other person as is designated in writing by the Corporation to act as depository in respect of the Subscription Receipts;

(s) “Designated Provinces” means the ten (10) provinces of Canada, being Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Quebec and Saskatchewan;

(t) “Director” means a director of the Corporation for the time being, and reference without more to action by the directors means action by the directors of the Corporation as a board or, to the extent empowered, by a committee of the board, in each case by resolution duly passed;

(u) “Earned Interest” means the interest or other income earned on the investment of the Escrowed Funds from the date hereof to, but not including, the earlier to occur of the Release Date and the Termination Date;

(v) “Escrowed Funds” means the cash amount of $137,039,785.49, being the gross proceeds of the Offering, less 50% of the Underwriters’ Cash Commission and Underwriter’s Expenses, delivered to the Subscription Receipt Agent to be held in escrow on the terms and subject to the conditions of this Agreement as confirmed in writing by the Corporation;

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(w) “Extraordinary Resolution” has the meaning attributed thereto in Section 8.12 and Section 8.15 hereof;

(x) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended;

(y) “Governmental Entity” means any (i) multinational, federal, provincial, territorial, state, municipal, local or other governmental or public department, central bank, court, commission, commissioner, tribunal, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the foregoing, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above, or (iv) a stock exchange, automated quotation system, self-regulatory authority or securities regulatory authority;

(z) “Independent Member of the Investment Industry Regulatory Organization of Canada” means a member firm of the Investment Industry Regulatory Organization of Canada that, in the determination of the board of directors of the Corporation acting reasonably, is independent of the Corporation, having regard to, among other things, the considerations set out in National Instrument 33-105 – Underwriting Conflicts or any successor instrument;

(aa) “Interest Amount” means the amount, if any, computed in accordance with Section 6.3;

(bb) “Internal Procedures” means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register at any time (including without limitation, original issuance or registration of transfer of ownership) the minimum number of the Subscription Receipt Agent’s internal procedures customary at such time for the entry, change or deletion made to be completed under the operating procedures followed at the time by the Subscription Receipt Agent;

(cc) “Law” or “Laws” means all federal, state and provincial codes, conventions, laws, ordinances, policies, by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgements, injunctions, determinations, awards, decrees or other requirements and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, and the term “applicable” with respect to such Laws and in a context that refers to one or more parties to this Agreement, means such Laws as are applicable to such party or its business, undertaking, property or securities and emanate from a person having jurisdiction over the party or parties or its or their business, undertaking, property or securities;

(dd) “Lead Underwriters” has the meaning set forth in the recitals hereto;

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(ee) “LVTS” means the large value electronic money transfer system operated by the Canadian Payments Association and any successor thereto;

(ff) “NASDAQ” means the NASDAQ Stock Market;

(gg) “Offering” means the sale of 140,000 Subscription Receipts by the Corporation on a private placement basis for gross proceeds of $140,000,000;

(hh) “Person” includes an individual, corporation, partnership, trustee, unincorporated organization or any other entity whatsoever, and words importing Persons have a similar extended meaning;

(ii) “Prospectus” means a prospectus supplement to the Corporation’s base shelf prospectus dated July 2, 2015, if available, or a short form prospectus, relating to the distribution of the Convertible Debentures issuable upon the exercise of the Special Warrants and the Shares issuable upon conversion of the Convertible Debentures or otherwise issuable under the terms and conditions of the Convertible Debenture Indenture;

(jj) “Release Condition” means the satisfaction or waiver of all conditions precedent to closing of the Acquisition pursuant to the Acquisition Agreements, other than the final condition precedent in the Acquisition Agreements concerning payment of the purchase price for the Acquisition;

(kk) “Release Date” means either (i) the date, prior to the Termination Time, on which the Release Notice is received by the Subscription Receipt Agent in accordance with the terms of this Agreement, provided that the Release Notice is received by the Subscription Receipt Agent by 11:00 a.m., Toronto time, on such date; or (ii) the first Business Day, provided that it is prior to the Termination Time, following the date on which the Release Notice is received by the Subscription Receipt Agent in accordance with the terms of this Agreement, if the Release Notice is received by the Subscription Receipt Agent after 11:00 a.m., Toronto time, on such date;

(ll) “Release Deadline” means at or prior to 5:00 p.m. (Toronto time) on September 28, 2017;

(mm) “Release Notice” means a written notice in substantially the form set out in Schedule “B” attached hereto executed by the Corporation confirming that the Release Condition has been satisfied;

(nn) “Release Time” means 5:00 p.m. Toronto time on the Release Date;

(oo) “Return Amount” means an amount equal to the sum of: (i) the Subscription Price, and (ii) the Interest Amount;

(pp) “Return Date” means the fifth Business Day following the Termination Date;

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(qq) “SEC” means the U.S. Securities and Exchange Commission;

(rr) “Shares” means the Variable Voting Shares and the Common Voting Shares;

(ss) “Special Warrant” means a special warrant to be created and issued pursuant to the Special Warrant Indenture;

(tt) “Special Warrant Indenture” means a special warrant indenture dated the date hereof and executed concurrently with this Agreement among the Corporation and the Subscription Receipt Agent pursuant to which the Special Warrants will be created and issued upon exercise of the Subscription Receipts;

(uu) “Stock Exchanges” means, collectively, the TSX and the NASDAQ;

(vv) “Subscription Price” means $1,000.00 per Subscription Receipt;

(ww) “Subscription Receipts” means the subscription receipts created and issued pursuant to Section 2.1(a) hereof and authorized for issue hereunder and that have not at the particular time expired, been purchased by the Corporation converted or otherwise becomes null, void and of no further force or effect;

(xx) “Subscription Receipt Agent” means Computershare Trust Company of Canada, including its successors and assigns;

(yy) “Subscription Receipt Certificate” means a certificate representing one or more Subscription Receipts substantially in the form of the certificate attached hereto as Schedule “A”;

(zz) “Subscription Receiptholders” or “holders” means the Persons from time to time entered in a register of holders described in Section 3.1 hereof as holders of Subscription Receipts;

(aaa) “Subscription Receiptholders’ Request” means an instrument, signed in one or more counterparts by Subscription Receiptholders who hold in the aggregate not less than 10% of the total number of Subscription Receipts then outstanding, requesting the Subscription Receipt Agent to take some action or proceeding specified therein;

(bbb) “Subsidiary of the Corporation” means any corporation of which Voting Shares carrying more than 50% of the votes attached to all outstanding Voting Shares of such corporation are owned, directly or indirectly, other than by way of security only, by one or more of the Corporation and any Subsidiary of the Corporation, provided that the Corporation or such Subsidiary of the Corporation is not contractually or otherwise prohibited or restricted from exercising sufficient of the voting rights attached to such Voting Shares to elect at least a majority of the directors of such corporation;

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(ccc) “Tax” means all taxes of any kind including all federal, provincial, territorial, state and local, domestic and foreign income, franchise, property, mining, transfer duties, sales, goods and services, harmonized sales, excise, employment, employer health, payroll, health, social security, value-added, ad valorem, transfer, withholding and other taxes, including taxes based on or measured by income, gross receipts, profits, capital, sales, use or occupation, tariffs, levies, customs duties and import and export taxes, countervail and anti-dumping, license or registration fees, Canada and other government pension plan premiums or contributions, impositions, assessments or governmental charges of any nature whatsoever, including any interest, penalties, fines or additions with respect thereto and including any transfer pricing penalties imposed by a taxation authority;

(ddd) “Termination Date” means the date on which a Trigger Event occurs provided if the date on which a Trigger Event occurs is not a Business Day, the “Termination Date” shall be the next succeeding Business Day;

(eee) “Termination Notice” means a written notice from the Corporation addressed to the Subscription Receipt Agent indicating that the Release Condition will not be satisfied and directing the Subscription Receipt Agent to return all Escrowed Funds to the Subscription Receiptholders;

(fff) “Termination Time” means 5:00 p.m. (Toronto time) on the Termination Date;

(ggg) “Trading Day” means a day on which the Stock Exchanges (or such other exchange on which the Shares are listed and which forms the primary trading market for such shares) are open for trading, and if the Shares are not listed on a stock exchange, a day on which an over-the-counter market where such shares are traded is open for business;

(hhh) “Trigger Event” means the earlier to occur of:

(i) the Subscription Receipt Agent receives a Termination Notice prior to the Release Deadline;

(ii) the Subscription Receipt Agent has not received the Release Notice prior to the Release Deadline;

(iii) “TSX” means the Toronto Stock Exchange.

(jjj) “this Subscription Receipt Agreement”, “this Agreement”, “hereto”, “hereunder”, “hereof”, “herein”, “hereby” and similar expressions mean or refer to this Subscription Receipt Agreement and any indenture, deed or instrument supplemental or ancillary hereto, and the expressions “article”, “section”, “subsection”, “paragraph”, “subparagraph”, “clause” and “subclause” followed by a number mean the specified article, section, subsection, paragraph, subparagraph, clause or subclause of this Agreement;

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(kkk) “Uncertificated Subscription Receipt” means any Subscription Receipt which is not a Certificated Subscription Receipt;

(lll) “Underwriters” means, collectively, the Lead Underwriters and National Bank Financial Inc., Scotia Capital Inc., CIBC World Markets Inc. and Echelon Wealth Partners Inc.;

(mmm) “Underwriters’ Cash Commission” means the amount equal to 4.0% of the gross proceeds of the Offering;

(nnn) “Underwriters’ Expenses” means reasonable expenses and disbursements of the Underwriters, including fees and expenses of the Underwriters’ counsel, as more particularly described in the Underwriting Agreement;

(ooo) “Underwriting Agreement” means the Underwriting Agreement dated May 31, 2017, between the Corporation and the Underwriters;

(ppp) “United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

(qqq) “Variable Voting Shares” means the variable voting shares of the Corporation listed on the TSX under the symbol “DHX.A” and NASDAQ under the symbol “DHXM”;

(rrr) “Voting Shares” means shares of any corporation of one or more classes or series of a class of shares of such corporation carrying voting rights under all circumstances (and not by reason of the happening of a contingency) sufficient if exercised to elect all of the directors of such corporation, provided that such shares shall be deemed not to cease to be Voting Shares solely by reason of a right to vote for the election of one or more of the directors of such corporation accruing to shares of another class or series of a class of shares of such corporation by reason of the happening of a contingency;

(sss) “Weighted Average Trading Price” means, with respect to any security listed on a stock exchange or quoted on a quotation service during a specified period, the quotient obtained by dividing (a) the aggregate sale price of all such securities sold on such stock exchange or quotation service during such period, by (b) the total number of such securities sold on such stock exchange or quotation service during such period, as determined from time to time by the board of directors of the Corporation, or upon request of the board of directors of the Corporation, as determined by an Independent Member of the Investment Industry Regulatory Organization of Canada for such purpose; and

(ttt) “Written Order of the Corporation”, “Written Request of the Corporation”, “Written Direction of the Corporation” and “Certificate of the Corporation” mean a written order, request, consent, direction and certificate, respectively, signed in the name of the Corporation by any Director or officer of the Corporation or by any other individual to whom such signing authority is delegated by the directors from time to time, and may consist of one or more instruments so executed respectively.

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1.2 Interpretation

(a) Words Importing the Singular: Words importing the singular include the plural and vice versa and words importing a particular gender or neuter include both genders and neuter.

(b) Interpretation Not Affected by Headings, Etc.: The division of this Agreement into articles, sections, subsections, paragraphs, subparagraphs, clauses and subclauses, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

(c) Day Not a Business Day: Unless otherwise indicated, if the day on or before which any action which would otherwise be required to be taken hereunder is not a Business Day that action will be required to be taken on or before the requisite time on the next succeeding day that is a Business Day.

(d) Time of the Essence: Time will be of the essence in all respects in this Agreement and the Subscription Receipt Certificates.

(e) Currency: Except as otherwise stated, all dollar amounts herein and in the Subscription Receipt Certificates are expressed in Canadian dollars.

(f) Severability: In the event that any provision hereof shall be determined to be invalid or unenforceable in any respect, such determination shall not affect such provision in any other respect or any other provision hereof, all of which shall remain in full force and effect.

(g) Conflict: In the event of a conflict or inconsistency between a provision in this Agreement and the Subscription Receipt Certificates issued hereunder, the relevant provision of this Agreement shall prevail to the extent of the inconsistency.

1.3 Applicable Law

This Agreement and the Subscription Receipt Certificates will be construed and enforced in accordance with the laws prevailing in the Province of Ontario and the federal laws of Canada applicable therein and will be treated in all respects as Ontario contracts.

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Article 2

THE SUBSCRIPTION RECEIPTS

2.1 Creation and Issue of Subscription Receipts

(a) 140,000 Subscription Receipts, on the terms and subject to the conditions herein provided, are hereby created and authorized for issue at a price per Subscription Receipt equal to the Subscription Price.

(b) One Subscription Receipt shall be issued, without any further act or formality, on the Closing Date, for each $1,000.00 received by the Corporation as payment of the Subscription Price and each such Subscription Receipt shall be a fully paid and non-assessable security of the Corporation.

(c) Upon the issue of the Subscription Receipts in accordance with Section 2.1(b), Subscription Receipt Certificates shall be executed by the Corporation and delivered to the Subscription Receipt Agent, certified by the Subscription Receipt Agent upon the Written Direction of the Corporation and delivered by the Subscription Receipt Agent to the Corporation or to the order of the Corporation pursuant to a Written Direction of the Corporation, without any further act of or formality on the part of the Corporation. Registration of interests in Subscription Receipts held by the Depository may be evidenced by a position appearing on the register for Subscription Receipts of the Subscription Receipt Agent for an amount representing the aggregate number of such Subscription Receipts outstanding from time to time.

(d) Each Subscription Receipt issued hereunder will entitle the holder thereof, upon the conversion thereof in accordance with the provisions of Article 4 hereof, and without payment of any additional consideration, to be issued one Special Warrant.

2.2 Terms of Subscription Receipts

(a) Purchase by the Issuer: Notwithstanding Section 3.1(b), the Corporation may from time to time purchase Subscription Receipts by private agreement or otherwise, and any such purchase may be made in such manner, from such Persons, at such prices and on such terms as the Corporation in its sole discretion may determine in agreement with the applicable Subscription Receiptholder. Subscription Receipt Certificates representing Subscription Receipts purchased by the Corporation pursuant to this Section 2.2(a) shall be surrendered to the Subscription Receipt Agent for cancellation and shall be accompanied by a Written Direction of the Corporation to cancel the Subscription Receipts represented thereby and shall not be reissued. For greater certainty, nothing in this Section 2.2(a) shall grant to the Corporation a unilateral right of redemption with respect to the Subscription Receipts.

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(b) Cancellation of Subscription Receipts: In the event that a Trigger Event occurs, then all of the Subscription Receipts shall, without any action on the part of the holders thereof (including the surrender of Subscription Receipt Certificates), be automatically terminated and cancelled by the Subscription Receipt Agent as of the Termination Time and holders of Subscription Receipt Certificates shall thereafter have no rights thereunder except to receive, and the Subscription Receipt Agent shall pay to such holders from the Escrowed Funds, an amount equal to the aggregate Return Amount of the Subscription Receipts then held (less any withholding Tax required to be withheld in respect thereof under applicable Law). Such amount shall be delivered to each holder of a Subscription Receipt by the Subscription Receipt Agent in accordance with Section 6.4(b) hereof. The Corporation shall be liable for any shortfall between the amounts owing to Subscription Receiptholders under this Section 2.2(b) and the amount of Escrowed Funds. The Subscription Receipt Agent shall have no responsibility for any shortfall owing to the Subscription Receiptholders.

2.3 Form of Subscription Receipt Certificates

(a) Form: The Subscription Receipts may be issued in both certificated and uncertificated form. Upon the issue of Subscription Receipts, Subscription Receipt Certificates shall be executed by the Corporation and, in accordance with a Written Direction of the Corporation, certified by or on behalf of the Subscription Receipt Agent and delivered by the Corporation in accordance with Section 2.4 and Section 2.6. The Subscription Receipt Certificates shall be substantially in the form attached as Schedule “A” hereto, subject to the provisions of this Agreement, with such variations and changes as may from time to time be agreed upon by the Subscription Receipt Agent and the Corporation, and the Subscription Receipt Certificates shall be dated as of the Closing Date, and shall have such distinguishing letters and numbers as the Corporation may, with the approval of the Subscription Receipt Agent, prescribe and shall be issuable in any denomination excluding fractions. All Subscription Receipts issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Subscription Receiptholders to be maintained by the Subscription Receipt Agent.

(b) Production: Except as provided in this Article 2, all Subscription Receipts shall, save as to denominations, be of like tenor and effect. The Subscription Receipt Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Subscription Receipt Agent may determine.

(c) Legend on Subscription Receipt Certificates: Subscription Receipt Certificates issued, as well as all certificates issued in exchange for or in substitution of such Subscription Receipt Certificates, shall bear the following legends:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 1, 2017.”

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2.4 Book Entry Subscription Receipts

(a) Re-registration of beneficial interests in and transfers of Subscription Receipts held by the Depository shall be made only through the book entry registration system and no Subscription Receipt Certificates shall be issued in respect of such Subscription Receipts except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by a Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.4, owners of beneficial interests in any CDS Subscription Receipts shall not be entitled to have Subscription Receipts registered in their names and shall not receive or be entitled to receive Subscription Receipts in definitive form or to have their names appear in the register referred to in Section 3.1(a) herein while they are held as book entry only securities with the Depository. Notwithstanding any terms set out herein, Subscription Receipts having any legend set forth in Section 2.3 herein and held in the name of the Depository may only be held in the form of Uncertificated Subscription Receipts with the prior consent of the Subscription Receipt Agent.

(b) Notwithstanding any other provision in this Agreement, no CDS Subscription Receipts may be exchanged in whole or in part for Subscription Receipts registered, and no transfer of a CDS Subscription Receipts in whole or in part may be registered, in the name of any Person other than the Depository for such CDS Subscription Receipts or a nominee thereof unless:

i. the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Subscription Receipts and the Corporation is unable to locate a qualified successor;

ii. the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Subscription Receipts and the Corporation is unable to locate a qualified successor;

iii. the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;

iv. the Corporation determines that the Subscription Receipts shall no longer be held as Book Entry Subscription Receipts through the Depository;

v. such right is required by applicable Law, as determined by the Corporation and the Corporation’s Counsel;

vi. the Subscription Receipt is to be Authenticated to or for the account or benefit of a person in the United States; or

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vii. the Corporation so instructs the Subscription Receipt Agent in writing,

following which Subscription Receipts for those holders requesting such shall be issued to the beneficial owners of such Subscription Receipts or their nominees as directed by the holder. The Corporation shall provide an Officer’s Certificate giving notice to the Subscription Receipt Agent of the occurrence of any event outlined in this Section 2.4(b), except in the case of Section 2.4(b)vii.

(c) Subject to the provisions of this Section 2.4, any exchange of CDS Subscription Receipts for Subscription Receipts which are not CDS Subscription Receipts may be made in whole or in part in accordance with the provisions of Section 3.2, mutatis mutandis. All such Subscription Receipts issued in exchange for CDS Subscription Receipts or any portion thereof shall be registered in such names as the Depository for such CDS Subscription Receipts shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Subscription Receipts) as the CDS Subscription Receipts or portion thereof surrendered upon such exchange.

(d) Every Subscription Receipt Authenticated upon registration of transfer of a CDS Subscription Receipts, or in exchange for or in lieu of a CDS Subscription Receipt or any portion thereof, whether pursuant to this Section 2.4, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Subscription Receipt, unless such Subscription Receipt is registered in the name of a person other than the Depository for such CDS Subscription Receipt or a nominee thereof.

(e) Notwithstanding anything to the contrary in this Agreement, subject to applicable Law, the CDS Subscription Receipt will be issued as an Uncertificated Subscription Receipt, unless otherwise requested in writing by the Depositary or the Corporation.

(f) The rights of beneficial owners of Subscription Receipts who hold securities entitlements in respect of the Subscription Receipts through the book entry registration system shall be limited to those established by applicable Law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Subscription Receipts who hold securities entitlements in respect of the Subscription Receipts through the book entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and Applicable Procedures of the Depository.

(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Subscription Receipt Agent nor any agent thereof shall have any responsibility or liability for:

i. the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Subscription Receipts or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Subscription Receipts represented by an electronic position in the book entry registration system (other than the Depository or its nominee);

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ii. for maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or

iii. any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Participant.

(h) The Corporation may terminate the application of this Section 2.4 in its sole discretion in which case all Subscription Receipts shall be evidenced by Subscription Receipt Certificates registered in the name of a person other than the Depository.

2.5 Signing of Subscription Receipt Certificates

(a) Signing Officers: The Subscription Receipt Certificates shall be signed by any one officer of the Corporation or any one Director or by any other individual to whom such signing authority is delegated by the Directors from time to time.

(b) Signatures: The signature of individual referred to in Section 2.5(a) hereof may be a manual signature, electronic engraved, lithographed or printed in facsimile and Subscription Receipt Certificates bearing such facsimile or electronic signature will, subject to Section 2.6 hereof, be binding on the Corporation as if they had been manually signed by such officer of the Corporation or Director.

(c) No Longer Officer: Notwithstanding that any individual whose manual or facsimile signature appears on a Subscription Receipt Certificate as one of the officers of the Corporation or Directors referred to in Section 2.5(a) hereof no longer holds the same or any other office with, or is no longer a Director of, the Corporation, at the date of issue of any Subscription Receipt Certificate or at the date of certification or delivery thereof, such Subscription Receipt Certificate will, subject to Section 2.6 hereof, be valid and binding on the Corporation.

2.6 Certification by Subscription Receipt Agent

(a) Certification: No Subscription Receipt Certificate, if issued, will be valid or entitle the holder to the benefits hereof until it has been certified by manual signature by or on behalf of the Subscription Receipt Agent substantially in the form of the certificate attached hereto as Schedule “A” or in such other form as may be approved by the Subscription Receipt Agent and the Corporation. The certification by the Subscription Receipt Agent on a Subscription Receipt Certificate will be conclusive evidence as against the Corporation that such Subscription Receipt Certificate has been issued hereunder and that the holder thereof is entitled to the benefits hereof.

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The Subscription Receipt Agent shall Authenticate Uncertificated Subscription Receipts (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Subscription Receipt under this Agreement. Such Authentication shall be conclusive evidence that such Uncertificated Subscription Receipt have been duly issued hereunder and that the holder or holders are entitled to the benefits of this Agreement. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Subscription Receipts with respect to which this Agreement requires the Subscription Receipt Agent to maintain records or accounts. In case of differences between the register at any time and any other time, the register at the later time shall be controlling, absent manifest error, and any Uncertificated Subscription Receipts recorded therein shall be binding on the Corporation.

Any Subscription Receipt Certificate validly issued in accordance with the terms of this Agreement in effect at the time of issue of such Subscription Receipt Certificate shall, subject to the terms of this Agreement and applicable Law, validly entitle the holder to acquire Special Warrants, notwithstanding that the form of such Subscription Receipt Certificate may not be in the form then required by this Agreement.

No Subscription Receipt shall (a) be considered issued, valid, or obligatory; nor (b) entitle the holder thereof to the benefits of this Agreement, until it has been Authenticated by the Subscription Receipt Agent. Authentication by the Subscription Receipt Agent, including by way of entry on the register, shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of this Agreement or of such Subscription Receipt Certificates or Uncertificated Subscription Receipts (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Agreement and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipts or any of them or of the consideration thereof. Authentication by the Subscription Receipt Agent shall be conclusive evidence as against the Corporation that the Subscription Receipts so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Agreement.

No Certificated Subscription Receipt (a) shall be considered issued and Authenticated nor, (b) if Authenticated, shall be obligatory nor entitle the holder thereof to the benefits of this Agreement, until it has been Authenticated by manual signature by or on behalf of the Subscription Receipt Agent substantially in the form of the Subscription Receipt set out in Schedule “A” hereto. Such Authentication on any such Certificated Subscription Receipt shall be conclusive evidence that such Certificated Subscription Receipt is duly Authenticated and is valid and a binding obligation of the Corporation and that the holder is entitled to the benefits of this Agreement.

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No Uncertificated Subscription Receipt shall (a) be considered issued or obligatory; nor (b) entitle the holder thereof to the benefits of this Agreement, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Subscription Receipt. Such entry on the register of the particulars of an Uncertificated Subscription Receipt shall be conclusive evidence that such Uncertificated Subscription Receipt is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Agreement.

(b) Certification No Representation: The Authentication by the Subscription Receipt Agent of any Subscription Receipts whether by way of entry on the register or otherwise shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of the Agreement or such Subscription Receipts (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Agreement and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipts or any of them or the proceeds thereof.

2.7 Subscription Receipts to Rank Pari Passu

All Subscription Receipts will rank pari passu, whatever may be the actual dates of issue.

2.8 Issue in Substitution for Lost Certificates, Etc.

(a) Substitution: If any Subscription Receipt Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation, subject to applicable Law and to Section 2.8(b) hereof, will issue, and thereupon the Subscription Receipt Agent will certify and deliver, a new Subscription Receipt Certificate of like tenor and bearing the same legends as the one mutilated, lost, destroyed or stolen in exchange for and in place of and on surrender and cancellation of such mutilated certificate or in lieu of and in substitution for such lost, destroyed or stolen certificate.

(b) Cost of Substitution: The applicant for the issue of a new Subscription Receipt Certificate pursuant to this Section 2.8 shall bear the reasonable cost of the issue thereof and in the case of loss, destruction or theft shall, as a condition precedent to the issue thereof:

(i) furnish to the Corporation and to the Subscription Receipt Agent such evidence of ownership and of the loss, destruction or theft of the Subscription Receipt Certificate to be replaced as is satisfactory to the Corporation and to the Subscription Receipt Agent in their discretion, acting reasonably;

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(ii) if so requested, furnish an indemnity and surety bond in amount and form satisfactory to the Corporation and to the Subscription Receipt Agent in their discretion, acting reasonably; and

(iii) pay the reasonable charges of the Corporation and the Subscription Receipt Agent in connection therewith.

2.9 Subscription Receiptholder not a Shareholder

Nothing in this Agreement or in the holding of a Subscription Receipt or otherwise shall be construed as conferring on any Subscription Receiptholder any right or interest whatsoever as a shareholder of the Corporation, including but not limited to any right to vote at, to receive notice of, or to attend, any meeting of shareholders or any other proceeding of the Corporation or any right to receive any dividend or other distribution.

Article 3
REGISTRATION, TRANSFER AND OWNERSHIP OF SUBSCRIPTION RECEIPTS AND EXCHANGE OF SUBSCRIPTION RECEIPT CERTIFICATES

3.1 Registration of Subscription Receipts

(a) Register: The Corporation will cause to be kept by the Subscription Receipt Agent at its principal office in Toronto a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Subscription Receipts and particulars of the Subscription Receipts held by them;

(b) Transfer: The Subscription Receipts may only be transferred on the register kept by the Subscription Receipt Agent at the principal office by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Subscription Receipt Agent only upon (1) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the principal office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred together with a duly executed form of transfer (in the form attached to the Subscription Receipt Certificate as set out in Schedule “A”) , (2) in the case of Book Entry Subscription Receipts, in accordance with Applicable Procedures prescribed by the Depository under the book entry registration system; (3) in the case of Uncertificated Subscription Receipts, surrendering to the Subscription Receipt Agent at the Subscription Receipt Agency, instruction from the holder in form reasonably satisfactory to the Subscription Receipt Agent); and (4) upon compliance with:

(i) the conditions herein;

(ii) such reasonable requirements as the Subscription Receipt Agent may prescribe; and

(iii) all applicable securities legislation and requirements of regulatory authorities;

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and such transfer shall be duly noted in such register by the Subscription Receipt Agent. Upon compliance with such requirements, the Subscription Receipt Agent shall issue to the transferee of a Certificated Subscription Receipt, a Subscription Receipt Certificate, and to the transferee of an Uncertificated Subscription Receipt, an Uncertificated Subscription Receipt (or it shall Authenticate and deliver a Certificated Subscription Receipt instead, upon request), representing the Subscription Receipts transferred and the transferee of a Book Entry Subscription Receipt shall be recorded through the relevant Book Entry Participant in accordance with the book entry registration system as the entitlement holder in respect of such Subscription Receipts. Transfers within the systems of the Depository are not the responsibility of the Subscription Receipt Agent and will not be noted on the register maintained by the Subscription Receipt Agent.

(c) The Subscription Receipt Agent shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of the legend set forth above.

Subject to the provisions of this Agreement and applicable Law, the Subscription Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts, and the issue of Special Warrants by the Corporation upon the exercise of Subscription Receipts in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of any such holder.

(d) No Notice of Trusts: Subject to applicable Law, neither the Corporation nor the Subscription Receipt Agent will be bound to take notice of or see to the execution of any trust, whether express, implied or constructive, in respect of any Subscription Receipt.

(e) Inspection: The registers referred to in Section 3.1(a) hereof, and any branch register maintained pursuant to Section 3.1(f) hereof, will at all reasonable times be open for inspection by the Corporation and any Subscription Receiptholder. The Subscription Receipt Agent will from time to time when requested to do so in writing by the Corporation or any Subscription Receiptholder (upon payment of the reasonable charges of the Subscription Receipt Agent) furnish the Corporation or such Subscription Receiptholder with a list of the names and addresses of holders of Subscription Receipts entered on such registers and showing the number of Subscription Receipts held by each such holder.

(f) Location of Registers: The Corporation may at any time and from time to time change the place at which the register referred to in Section 3.1(a) hereof is kept and/or cause branch registers of holders to be kept, in each case subject to the approval of the Subscription Receipt Agent, at other places and close such branch registers or change the place at which such branch registers are kept. Notice of all such changes or closures shall be given by the Corporation to the Subscription Receipt Agent and to the holders of Subscription Receipts in accordance with Section 10.1 and Section 10.2 hereof.

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3.2 Exchange of Subscription Receipt Certificates

(a) Exchange: One or more Subscription Receipt Certificates may at any time prior to the close of business on the Release Date, on compliance with the reasonable requirements of the Subscription Receipt Agent, be exchanged for one or more Subscription Receipt Certificates of different denominations in minimum denominations equal to the Subscription Price and integral multiples of the Subscription Price in excess thereof, representing in the aggregate the same number of Subscription Receipts and registered in the same name as the Subscription Receipt Certificate or Subscription Receipt Certificates being exchanged.

(b) Place of Exchange: Subscription Receipt Certificates may be exchanged only at the principal office in Toronto of the Subscription Receipt Agent or at any other place designated by the Corporation with the approval of the Subscription Receipt Agent.

(c) Cancellation: Any Subscription Receipt Certificate tendered for exchange pursuant to this Section 3.2 shall be surrendered to the Subscription Receipt Agent and cancelled.

(d) Execution: The Corporation will sign all Subscription Receipt Certificates in accordance with Section 2.5(a) hereof as necessary to carry out exchanges pursuant to this Section 3.2 and such Subscription Receipt Certificate will be certified by the Subscription Receipt Agent.

(e) Subscription Receipt Certificates: Subscription Receipt Certificates exchanged for Subscription Receipt Certificates that bear the legends set forth in Section 2.3 hereof shall bear the same legends, as applicable.

3.3 No Charges for Exchange

No charge will be levied on a presenter of a Subscription Receipt Certificate pursuant to this Agreement for the exchange of any Subscription Receipt Certificate.

3.4 Ownership of Subscription Receipts

(a) Owner: The Corporation and the Subscription Receipt Agent may deem and treat the Person in whose name any Subscription Receipt is registered as the absolute owner of such Subscription Receipt for all purposes, and such Person will for all purposes of this Agreement be and be deemed to be the absolute owner thereof, and the Corporation and the Subscription Receipt Agent will not be affected by any notice or knowledge to the contrary except as required by statute or by order of a court of competent jurisdiction.

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(b) Rights of Registered Holder: The registered holder of any Subscription Receipt will be entitled to the rights represented thereby free from all equities and rights of set-off or counterclaim between the Corporation and the original or any intermediate holder thereof and all Persons may act accordingly, and the issue and delivery to any such registered holder of Special Warrants issuable pursuant thereto (or the payment of amounts payable in respect thereof pursuant to Section 2.2(b) hereof) will be a good discharge to the Corporation and the Subscription Receipt Agent therefor and neither the Corporation nor the Subscription Receipt Agent will be bound to inquire into the title of any such registered holder.

Article 4
CONVERSION OF SUBSCRIPTION RECEIPTS

4.1 Conversion of Subscription Receipts by Subscription Receipt Agent

(a) Conversion by Subscription Receipt Agent: Immediately, and upon receipt of the Release Notice by the Subscription Receipt Agent, each Subscription Receipt will be automatically converted by the Subscription Receipt Agent at the Release Time for and on behalf of the holder thereof and the holder thereof shall, without any action on the part of the holder thereof (including the surrender of any Subscription Receipt Certificate or deemed surrender of any Uncertificated Subscription Receipts), be deemed to have subscribed for a Special Warrant issuable upon the conversion of such Subscription Receipt.

(b) Conversion of Uncertificated Subscription Receipts: In the case of Uncertificated Subscription Receipts and CDS Subscription Receipts, the Corporation will direct the Depository to cause to be entered and issued, as the case may be, to the person or persons in whose name or names the Special Warrants have been issued, a book entry only system customer confirmation. Notwithstanding the foregoing, the Corporation will, upon its receipt of a written direction from the Agents that the Special Warrants issuable on the conversion of Subscription Receipts are to be represented by a CDS Subscription Receipt issued to and registered in the name of the Depository or its nominee pursuant to the terms hereof, direct the Subscription Receipt Agent to issue such a certificate representing such Special Warrants registered in the name of and deposited with the Depository, in which case the Corporation will direct the Depository to cause to be entered and issued, as the case may be, to the person or persons whose name or names such Special Warrants have been issued, a book entry only system customer confirmation. After the conversion contemplated above, Subscription Receipt Certificates will represent only the right of the registered holder thereof to receive the Special Warrants to be issued upon conversion.

(c) Release of Escrowed Funds: Upon receipt of the Release Notice, the Subscription Receipt Agent will release the Escrowed Funds in accordance with Section 6.4(a) hereof.

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(d) Rights on Conversion: The holder of any Subscription Receipt converted pursuant to Section 4.1(a) hereof shall have no rights hereunder except to be issued Special Warrants upon the conversion of the Subscription Receipts.

(e) Direction of Subscription Receipt Agent: The parties hereby irrevocably authorize and direct the Subscription Receipt Agent to convert the Subscription Receipts pursuant to Section 4.1(a) hereof upon receipt of the Release Notice.

4.2 Effect of Conversion

Upon the conversion of any Subscription Receipts in accordance with Section 4.1(a), the securities thereby issuable will be issued, and the Person or Persons to whom such securities are to be issued will be the holder or holders of record thereof, at the Release Time unless the transfer registers for the Special Warrants are closed on that date, in which case such Special Warrants will be deemed to have been issued and such Person or Persons will become the holder or holders of record thereof on the date on which such transfer registers are reopened, but such Special Warrants will be issued on the basis of the number of Special Warrants to which such Person or Persons were entitled at the Release Time.

4.3 Recording

The Corporation will record (or cause to be recorded) the name and address of each Person to whom Special Warrants are issued, the number of such securities so issued at the Release Time.

4.4 Securities Restrictions

(a) General: No Special Warrants will be issued pursuant to the conversion of any Subscription Receipt if the issue of such Special Warrants would constitute a violation of the securities laws of any jurisdiction and, without limiting the generality of the foregoing, the certificates representing the Special Warrants thereby issued will bear such legend or legends as may, in the opinion of counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchanges on which the Special Warrants are then listed, provided that if, at any time, in the opinion of counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Special Warrants in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend or legends.

(b) Canadian Legends: The Special Warrants issued upon the conversion of the Subscription Receipts shall be subject to the following legend restriction:

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“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 1, 2017”.

Article 5
COVENANTS

5.1 General Covenants

The Corporation covenants with the Subscription Receipt Agent and the Subscription Receiptholders, that so long as any Subscription Receipts remain outstanding:

(a) Maintenance: The Corporation will use its commercially reasonable efforts to at all times maintain its corporate existence, carry on and conduct its business, and that of its material subsidiaries, in a proper, efficient and business-like manner and keep or cause to be kept proper books of account in accordance with generally accepted accounting principles.

(b) Listing: The Corporation will use its commercially reasonable efforts to at all times maintain: (i) the listing of the Shares which are outstanding on the Stock Exchanges, (ii) the conditional approval of the listing of the Convertible Debentures on the TSX, (iii) the conditional approval of the listing on the TSX of the Common Voting Shares issuable upon conversion of the Convertible Debentures, and (iv) the conditional approval of the listing on the Stock Exchanges of the Variable Voting Shares issuable upon conversion of the Convertible Debentures.

(c) Issue of Special Warrants: The Corporation will cause the Special Warrants to be issued upon the automatic conversion of the Subscription Receipts and the certificates representing such Special Warrants to be issued and delivered in accordance with the provisions of this Agreement and the terms hereof and all Special Warrants that are issued on the conversion of the Subscription Receipts will be fully paid and non-assessable securities.

(d) SEC Matters: The Corporation confirms that it has a class of securities registered pursuant to the Exchange Act and has provided the Subscription Receipt Agent with an Officers’ Certificate (in a form provided by the Subscription Receipt Agent) certifying such reporting obligation and other information as requested by the Subscription Receipt Agent. The Corporation covenants that in the event that any such registration or reporting obligation shall be terminated by the Corporation in accordance with the Act, the Corporation shall promptly notify the Subscription Receipt Agent of such termination and such other information as the Subscription Receipt Agent may require at the time. The Corporation acknowledges that Computershare is relying upon the foregoing representation and covenants in order to meet certain SEC obligations with respect to those clients who are filing reports with the SEC.

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(e) Open Registers: The Corporation will cause the Subscription Receipt Agent to keep open the registers of holders referred to in Section 3.1 hereof as required by such section and will not take any action or omit to take any action which would have the effect of preventing the Subscription Receiptholders from receiving any of the Special Warrants issued upon conversion of the Subscription Receipts.

(f) Reporting Issuer: The Corporation will make all requisite filings, including filings under appropriate securities commissions to remain a reporting issuer in each of the provinces and territories of Canada in which it is currently a reporting issuer, or the equivalent thereof.

(g) Notice of Termination: In the event that (i) the Corporation delivers the Termination Notice, or (ii) if the Release Notice has not been provided in accordance with the provisions hereof on or prior to the Release Deadline, the Corporation shall send or cause to be sent to each holder of Subscription Receipts written notice advising of that fact and each holder of Subscription Receipts shall receive that amount equal to the aggregate Return Amount of the Subscription Receipts then held (less any withholding Tax required to be withheld in respect thereof under applicable Law) and such notice shall be sent within three Business Days after the Termination Date.

(h) Record Dates: The Corporation shall provide at least fourteen Business Days written notice to each holder of Subscription Receipts of any record date to be set or declared by the Corporation with respect to any meeting or written resolution of holders of Shares.

(i) General Performance: Generally, the Corporation will perform and carry out all acts and things to be done by it as provided in this Agreement or in order to consummate the transactions contemplated hereby.

(j) Notices: Any notices or deliveries required to be provided to holders of Subscription Receipts hereunder shall be sent by prepaid mail or delivery to each holder of Subscription Receipts at the address of such holder appearing on the register of Subscription Receipts maintained hereunder.

5.2 Use of Proceeds

The Corporation covenants to use the net proceeds of the Offering to partially fund the Acquisition and for general corporate purposes.

5.3 Remuneration and Expenses of Subscription Receipt Agent

The Corporation covenants that it will pay to the Subscription Receipt Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Subscription Receipt Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Subscription Receipt Agent in the administration or execution of the trusts hereby created (including the reasonable compensation and the disbursements of its Counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Subscription Receipt Agent hereunder shall be finally and fully performed, except for any expense, disbursement or advance that arises out of or results from the Subscription Receipt Agent’s gross negligence, wilful misconduct or bad faith. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Subscription Receipt Agent against unpaid invoices and shall be payable upon demand. This Section shall survive the resignation of the Subscription Receipt Agent and/or the termination of this Agreement.

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5.4 Notice of Issue

The Corporation will give written notice of and make all requisite filings respecting the issue of securities pursuant to the conversion of the Subscription Receipts, in such detail as may be required, to each securities commission, stock exchange, or similar regulatory authority in each jurisdiction in Canada in which there is legislation or regulations requiring the giving of any such notice in order that such issue of securities and the subsequent disposition of the securities so issued will not be subject to the prospectus requirements, if any, of such legislation or regulations.

5.5 Securities Qualification Requirements

If, in the opinion of Counsel, any instrument is required to be filed with, or any permission is required to be obtained from any governmental authority in Canada or any other step is required under any federal or provincial law of Canada or law of the United States before any Special Warrant which a Subscription Receiptholder is entitled to acquire pursuant to the exchange of any Subscription Receipt may properly and legally be issued upon due conversion thereof, the Corporation covenants that it will promptly take such required action.

5.6 Performance of Covenants by Subscription Receipt Agent

If the Corporation fails to perform any of the obligations thereof under this Agreement, the Subscription Receipt Agent may notify the Subscription Receiptholders of such failure or may itself perform any of such obligations capable of being performed by the Subscription Receipt Agent, and the Subscription Receipt Agent will notify the Subscription Receiptholders that it is so doing. All amounts expended or advanced by the Subscription Receipt Agent in so doing will be repayable as provided in Section 5.2 hereof. No such performance, expenditure or advance by the Subscription Receipt Agent will relieve the Corporation of any default or of its continuing obligations hereunder.

Article 6
DEPOSIT OF PROCEEDS AND
CANCELLATION OF SUBSCRIPTION RECEIPTS

6.1 Deposit of Escrowed Funds in Escrow

The Corporation shall direct that the Agent deliver the Escrowed Funds to the Subscription Receipt Agent on the Closing Date by way of certified cheque, bank draft or electronic wire transfer. The Subscription Receipt Agent shall immediately place such funds in a segregated account in accordance with the provisions of this Article 6. The Corporation acknowledges and agrees that it is a condition of the payment by the holders of Subscription Receipts of the Subscription Price that the Escrowed Funds are held by the Subscription Receipt Agent in accordance with the provisions of this Article 6. The Corporation further acknowledges and confirms that it has no interest in the Escrowed Funds unless and until the Release Notice is delivered to the Subscription Receipt Agent. The Subscription Receipt Agent shall retain the Escrowed Funds for the benefit of the holders of the Subscription Receipts and, upon the delivery of the Release Notice, to the Subscription Receipt Agent, retroactively for the benefit of the Corporation in accordance with the provisions of this Article 6.

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6.2 Investment of Escrowed Funds

(a) Until released in accordance with this Agreement, the Escrowed Funds shall be kept segregated in the records of the Subscription Receipt Agent and shall be deposited in one or more trust accounts to be maintained by the Subscription Receipt Agent in the name of the Subscription Receipt Agent at one or more banks listed in below in Subsection 6.2(d) (each such bank, an “Approved Bank”) or in a Government of Canada short-term debt obligation or such other short-term investment-grade debt obligations that the Corporation may open, with the prior consent of the Lead Underwriters, on behalf of the Underwriters, acting reasonably, and as directed by written notice. If deposited into an Approved Bank, the Escrow Agent shall credit to the Escrowed Funds interest at an annual rate which is equal to 2.25 percent less than the prime rate of interest announced from time to time by The Bank of Nova Scotia on Canadian dollar loans made to its most credit worthy customers in Canada. Such payment obligation shall be calculated daily and paid to the account(s) within three (3) Business Days of each month-end.

(b) The Corporation acknowledges that, for the purposes of federal, provincial and other Taxes based on income, it will be the owner of the Earned Interest and that it will report all such Earned Interest, if any, that is earned on, or derived from, the Escrowed Funds as its income in the taxable year or years in which such income is properly includible and pay any Taxes attributable thereto.

(c) All amounts held by the Subscription Receipt Agent pursuant to this Agreement shall be held by the Subscription Receipt Agent for the benefit of the Subscription Receiptholders and the delivery of the Escrowed Funds to the Subscription Receipt Agent shall not give rise to a debtor-creditor or other similar relationship between the Subscription Receipt Agent and the Subscription Receiptholders. The amounts held by the Subscription Receipt Agent pursuant to this Agreement are the sole risk of the Subscription Receiptholders and, without limiting the generality of the foregoing, the Subscription Receipt Agent shall have no responsibility or liability for any diminution of the Escrowed Funds which may result from any deposit made with an Approved Bank pursuant to this Section 6.2, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default) and any credit or other losses on any deposit liquidated or sold prior to maturity. The Corporation acknowledges and agrees that the Subscription Receipt Agent acts prudently in depositing the Escrowed Funds at any Approved Bank, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such bank.

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At any time and from time to time, the Corporation shall be entitled to direct the Subscription Receipt Agent by written notice (a) not to deposit any new amounts in any Approved Bank specified in the notice and/or (b) to withdraw all or any of the Escrowed Funds that may then be deposited with any Approved Bank specified in the notice and re-deposit such amount with one or more of such other Approved Banks as specified in the notice. With respect to any withdrawal notice, the Subscription Receipt Agent will endeavor to withdraw such amount specified in the notice as soon as reasonably practicable and the Corporation acknowledges and agrees that such specified amount remains at the sole risk of the Subscription Receiptholders prior to and after such withdrawal.

(d) The Approved Banks include the following:

Approved Banks:

Bank	Relevant S&P Issuer Credit Rating (as at May 1, 2017)
ANZ Banking Group	AA-
Bank of America NA	A+
Bank of Montreal	A+
The Bank of Nova Scotia	A+
Bank of Scotland	A
Bank of Tokyo-Mitsubishi UFJ	A+
BNP Paribas	A
Canadian Imperial Bank of Commerce	A+
Citibank NA	A+
HSBC Bank of Canada	AA-
National Australia Bank Limited	AA-
National Bank of Canada	A
Royal Bank of Canada	AA-
Societe Generale (Canada Branch)	A
The Toronto-Dominion Bank	AA-

6.3 Interest Accruing on the Subscription Receipts

(a) Interest: Upon the occurrence of the Termination Date, in addition to their right to receive repayment of the Subscription Price, Subscription Receiptholders shall be entitled to receive interest on the Subscription Price equal to 5.875% per from (and including) the Closing Date to (and including) the Termination Date (the “Interest Amount”). The Interest Amount shall be calculated on the basis of a year of 365 days and the actual number of days elapsed from (and including) the Closing Date to (and including) the Termination Date and shall be payable in arrears. The Subscription Receiptholders shall not be entitled to the Interest Amount, or any portion thereof, until the occurrence of the Termination Date. For the avoidance of doubt, upon the occurrence of the Termination Date, the Interest Amount shall retroactively accrue to Subscription Receiptholders on a daily basis (calculated on the basis of a year of 365 days) from and including the Closing Date to (and including) the Termination Date.

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(b) Payment Date not a Business Day: If the date for payment of the Interest Amount is not a Business Day at the place of payment, then payment will be made on the next Business Day and Subscription Receiptholders will not be entitled to any additional amount of interest or to any interest on the Interest Amount, in either case, in respect of the period from the date for payment to such next Business Day.

(c) Default Interest: No default interest is payable with respect to the Subscription Receipts in any circumstances.

(d) Interest Act Disclosure: Whenever interest is computed on the basis of a year (the “deemed year”) which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year.

6.4 Release of Escrowed Funds

The Subscription Receipt Agent shall release the Escrowed Funds as follows:

(a) in the event that the Release Notice is delivered to the Subscription Receipt Agent prior to the Release Deadline and the Escrowed Funds are received by the Subscription Receipt Agent by 5:00 p.m. (Toronto Time) on the Release Date, and wire instructions have been provided to the Subscription Receipt Agent, on a best efforts basis, immediately release:

(i) an amount equal to 50% of the Underwriters’ Cash Commission to Canaccord, on behalf of the Underwriters; and

(ii) the balance of the Escrowed Funds plus all Earned Interest to the Corporation, less an amount payable to the Subscription Receipt Agent equal to its reasonable fees for services rendered and disbursements incurred.

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(b) in the event that a Trigger Event occurs, the Subscription Receipt Agent shall on the Return Date: (i) mail or deliver, or cause to be mailed or delivered, to the Subscription Receiptholders a cheque in the amount equal to such Subscription Receiptholders’ pro rata share of the Escrowed Funds at the address on the register of holders of Subscription Receipts; and (ii) pay to the Corporation the Earned Interest. The Corporation shall concurrently pay to Subscription Receiptholders any difference between the amount of the Subscription Receiptholders pro rata share of the Escrowed Funds and the aggregate Return Amount of the Subscription Receipts held by them (less any withholding Tax required to be withheld in respect thereof under applicable Law).

(c) Notwithstanding the foregoing, (i) all payments in excess of $25 million (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) shall be made by the use of the LVTS; and (ii) in the event that payment must be made to the Depository, the Corporation shall remit payment to the Subscription Receipt Agent by LVTS. The Subscription Receipt Agent shall have no obligation to disburse funds pursuant to this Section 6.3 unless it has received written confirmation satisfactory to it that the funds have been deposited with it in sufficient amount to pay in full all amounts due and payable.

6.5 Escrowed Funds Held in Trust

In addition to the other rights granted to holders of Subscription Receipts in this Agreement, until the earlier of the Termination Date and the Release Date, each holder of Subscription Receipts has a claim against the Escrowed Funds held by the Subscription Receipt Agent and against the Corporation, in the amount equal to the Subscription Price for each Subscription Receipt held by such holder, which claim shall subsist until such time as the Special Warrants issuable upon the conversion of such Subscription Receipts are issued or such amount is paid in full. In the event that, prior to the earlier of the Termination Date and the first Business Day following the Release Date, the Corporation (i) makes a general assignment for the benefit of creditors or any proceeding is instituted by the Corporation seeking relief on behalf thereof as a debtor, or to adjudicate the Corporation a bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment or composition of the Corporation or the debts of the Corporation under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, receiver and manager, trustee, custodian or similar official for the Corporation or any substantial part of the property and assets the Corporation or the Corporation takes any corporate action to authorize any of the actions set forth above, or (ii) the Corporation shall be declared bankrupt, or a receiver, receiver and manager, trustee, custodian or similar official is appointed for the Corporation or any substantial part of its property and assets the Corporation or an encumbrancer shall legally take possession of any substantial part of the property or assets of the Corporation or a distress or execution or any similar process is levied or enforced against such property and assets and remains unsatisfied for such period as would permit such property or such part thereof to be sold thereunder, the right of each holder of Subscription Receipts to be issued Special Warrants upon the conversion of the Subscription Receipts of such holder will terminate and such holder will be entitled to assert a claim against the Escrowed Funds held by the Subscription Receipt Agent and against the Corporation for any shortfall, in an amount equal to the Subscription Price for each Subscription Receipt held by such holder.

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6.6 Representation Regarding Third Party Interests

Each party to this Agreement (in this Section 6.6 referred to as a “representing party”) hereby represents to the Subscription Receipt Agent that any account to be opened by, or interest to be held by, the Subscription Receipt Agent in connection with this Agreement, for or to the credit of such representing party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such representing party hereby agrees to complete, execute and deliver forthwith to the Subscription Receipt Agent a declaration of third party interest in the Subscription Receipt Agent’s prescribed form in accordance with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and the regulations thereto, or in such other form as may be satisfactory to it, as to the particulars of such third party.

Article 7
ENFORCEMENT

7.1 Suits by Subscription Receiptholders

All or any of the rights conferred on the holder of any Subscription Receipt by the terms of the Subscription Receipt Certificate representing such Subscription Receipt or of this Agreement may be enforced by such holder by appropriate legal proceedings but without prejudice to the right which is hereby conferred on the Subscription Receipt Agent to proceed in the name thereof or on behalf of the holders of Subscription Receipts to enforce each and every provision herein contained for the benefit of the Subscription Receiptholders.

7.2 Limitation of Liability

The obligations hereunder are not personally binding on, nor will resort hereunder be had to the private property of, any past, present or future Director, shareholder, officer, employee or agent of the Corporation, but only the property of the Corporation shall be bound in respect hereof.

Article 8
MEETINGS OF SUBSCRIPTION RECEIPTHOLDERS

8.1 Right to Convene Meetings

(a) Convening of Meeting: The Subscription Receipt Agent may at any time and from time to time convene a meeting of the Subscription Receiptholders, and will do so on receipt of a Written Request of the Corporation or a Subscription Receiptholders’ Request and on being funded and indemnified to its reasonable satisfaction by the Corporation or by one or more of the Subscription Receiptholders signing such Subscription Receiptholders’ Request against the costs which it may incur in connection with calling and holding such meeting.

(b) Failure to Convene: If the Subscription Receipt Agent fails, within five Business Days after receipt of such Written Request of the Corporation or Subscription Receiptholders’ Request, funding and indemnification, to give notice convening a meeting, the Corporation or any of such Subscription Receiptholders, as the case may be, may convene such meeting.

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(c) Place of Meeting: Every such meeting will be held in Toronto, Ontario, or such other place as is approved or determined by the Subscription Receipt Agent and the Corporation.

8.2 Notice

(a) Notice: At least ten Business Days’ notice of any meeting must be given to the Subscription Receiptholders, to the Subscription Receipt Agent (unless the meeting has been called by it) and to the Corporation (unless the meeting has been called by it). The accidental omission to give notice of a meeting to any Subscription Receiptholder shall not invalidate any resolution passed at any such meeting. A Subscription Receiptholder may waive notice of a meeting either before or after the meeting.

(b) Contents: The notice of the meeting must state the time when and the place where the meeting is to be held and must state briefly the general nature of the business to be transacted thereat, but it will not be necessary for the notice to set out the terms of any resolution to be proposed or any of the provisions of this Article 8.

8.3 Chairman

An individual (who need not be a Subscription Receiptholder) designated in writing by the Subscription Receipt Agent will be chairman of the meeting or, if no individual is so designated or the individual so designated is not present within 15 minutes after the time fixed for the holding of the meeting, the Subscription Receiptholders present in person or by proxy may choose some individual present to be chairman.

8.4 Quorum

(a) Quorum: Subject to the provisions of Section 8.12 hereof, at any meeting of Subscription Receiptholders, a quorum will consist of Subscription Receiptholders present in person or by proxy at the commencement of the meeting holding in the aggregate not less than 25% of the total number of Subscription Receipts then outstanding.

(b) No Quorum: If a quorum of Subscription Receiptholders is not present within 30 minutes after the time fixed for holding a meeting, the meeting, if summoned by Subscription Receiptholders or on a Subscription Receiptholders’ Request, will be dissolved, but, subject to Section 8.12 hereof, in any other case will be adjourned to the third following Business Day at the same time and place and no notice of the adjournment need be given.

(c) Adjourned Meeting: At the adjourned meeting the Subscription Receiptholders present in Person or by proxy will form a quorum and may transact any business for which the meeting was originally convened notwithstanding the number of Subscription Receipts that they hold.

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8.5 Power to Adjourn

The chairman of a meeting at which a quorum of the Subscription Receiptholders is present may, with the consent of the meeting, adjourn the meeting, and no notice of such adjournment need be given except as the meeting prescribes.

8.6 Show of Hands

Every question submitted to a meeting, other than an Extraordinary Resolution, will be decided in the first place by a majority of the votes given on a show of hands and, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority will be conclusive evidence of the fact.

8.7 Poll

(a) Extraordinary Resolution: On every Extraordinary Resolution, and on every other question submitted to a meeting on which a poll is directed by the chairman or requested by one or more Subscription Receiptholders acting in person or by proxy and holding in the aggregate not less than 10% of the total number of Subscription Receipts then outstanding, a poll will be taken in such manner as the chairman directs.

(b) Other: Questions other than those required to be determined by Extraordinary Resolution will be decided by a majority of the votes cast on the poll.

8.8 Voting

On a show of hands each Person present and entitled to vote, whether as a Subscription Receiptholder or as proxy for one or more absent Subscription Receiptholders, or both, will have one vote, and on a poll each Subscription Receiptholder present in Person or represented by a proxy duly appointed by instrument in writing will be entitled to one vote in respect of each Subscription Receipt held by such holder. A proxy need not be a Subscription Receiptholder.

8.9 Regulations

(a) Ability to Make: The Subscription Receipt Agent, or the Corporation with the approval of the Subscription Receipt Agent, may from time to time make or vary such regulations as it thinks fit:

(i) for the form of instrument appointing a proxy, the manner in which it must be executed, and verification of the authority of a Person who executes it on behalf of a Subscription Receiptholder;

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(ii) governing the places at which and the times by which instruments appointing proxies must be deposited;

(iii) generally for the calling of meetings of Subscription Receiptholders and the conduct of business thereof; and

(iv) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be sent by mail, facsimile or other means of prepaid, transmitted, recorded communication before the meeting to the Corporation or to the Subscription Receipt Agent at the place where the meeting is to be held and for voting pursuant to instruments appointing proxies so deposited as though the instruments themselves were produced at the meeting.

Any regulations so made will be binding and effective and the votes given in accordance therewith will be valid and will be counted.

(b) Recognition: Except as such regulations provide, the only Persons who will be recognized at a meeting as the holders of any Subscription Receipts, or as entitled to vote or, subject to Section 8.10 hereof, to be present at the meeting in respect thereof, will be the registered holders of such Subscription Receipts or Persons holding proxies on their behalf.

8.10 The Corporation and Subscription Receipt Agent may be Represented

The Corporation and the Subscription Receipt Agent by their respective employees, officers or directors, and Counsel, and counsel of the Subscription Receipt Agent, may attend any meeting of Subscription Receiptholders, but will have no vote as such.

8.11 Powers Exercisable by Extraordinary Resolution

In addition to all other powers conferred on them by the other provisions of this Agreement or by law, the Subscription Receiptholders at a meeting will have the power, exercisable from time to time by Extraordinary Resolution:

(a) to assent to or sanction any amendment, modification, abrogation, alteration, compromise or arrangement of any right of the Subscription Receiptholders or, with the consent of the Subscription Receipt Agent (such consent not to be unreasonably withheld), of the Subscription Receipt Agent in its capacity as agent hereunder or on behalf of the Subscription Receiptholders against the Corporation, whether such right arises under this Agreement or otherwise, which shall be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any indenture supplemental hereto in connection therewith;

(b) to amend, alter or repeal any Extraordinary Resolution previously passed;

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(c) subject to arrangements as to financing and indemnity satisfactory to the Subscription Receipt Agent, to direct or authorize the Subscription Receipt Agent to enforce any obligation of the Corporation under this Agreement or to enforce any right of the Subscription Receiptholders in any manner specified in the Extraordinary Resolution;

(d) to direct or authorize the Subscription Receipt Agent to refrain from enforcing any obligation or right referred to in Section 8.11(c);

(e) to waive and direct the Subscription Receipt Agent to waive any default by the Corporation in complying with any provision of this Agreement, either unconditionally or on any condition specified in the Extraordinary Resolution;

(f) to appoint a committee with power and authority to exercise, and to direct the Subscription Receipt Agent to exercise, on behalf of the Subscription Receiptholders, such of the powers of the Subscription Receiptholders as are exercisable by Extraordinary Resolution;

(g) to restrain any Subscription Receiptholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any obligation of the Corporation under this Agreement or to enforce any right of the Subscription Receiptholders;

(h) to direct any Subscription Receiptholder who, as such, has brought any suit, action or proceeding, to stay or discontinue or otherwise deal therewith on payment of the costs, charges and expenses reasonably and properly incurred by him in connection therewith;

(i) to assent to any change in or omission from the provisions contained in the Subscription Receipt Certificates and this Agreement or any ancillary or supplemental instrument which may be agreed to by the Corporation or, with the consent of the Subscription Receipt Agent, such consent not to be unreasonably withheld, concerning any such right of the Subscription Receipt Agent, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omission;

(j) to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; or

(k) from time to time and at any time to remove the Subscription Receipt Agent and appoint a successor Subscription Receipt Agent, provided that no such removal shall be effective unless and until a new Subscription Receipt Agent shall have become bound by this Agreement.

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8.12 Meaning of “Extraordinary Resolution”

(a) Meaning: The expression “Extraordinary Resolution” when used in this Agreement means, subject to the provisions of this Section 8.12 and of Section 8.15 and Section 8.16 hereof, a motion proposed at a meeting of Subscription Receiptholders duly convened for that purpose and held in accordance with the provisions of this Article 8 at which there are present in person or by proxy Subscription Receiptholders holding in the aggregate more than 25% of the total number of Subscription Receipts then outstanding and passed by the affirmative votes of Subscription Receiptholders who hold in the aggregate not less than 66 2/3% of the total number of Subscription Receipts represented at the meeting and voted on the motion.

(b) Quorum: If, at a meeting called for the purpose of passing an Extraordinary Resolution, the quorum required by Section 8.12(a) hereof is not present within thirty (30) minutes after the time appointed for the meeting, the meeting, if convened by Subscription Receiptholders or on a Subscription Receiptholders’ Request, will be dissolved, but in any other case will stand adjourned to such day, being not less than five Business Days or more than ten Business Days later, and to such place and time, as is appointed by the chairman.

(c) Notice: Not less than three Business Days’ notice must be given to the Subscription Receiptholders of the time and place of such adjourned meeting.

(d) Form of Notice: The notice must state that at the adjourned meeting the Subscription Receiptholders present in person or by proxy will form a quorum but it will not be necessary to set forth the purposes for which the meeting was originally called or any other particulars.

(e) Quorum at Adjourned Meeting: At the adjourned meeting the Subscription Receiptholders present in person or by proxy will form a quorum and may transact any business for which the meeting was originally convened, and a motion proposed at such adjourned meeting and passed by the requisite vote as provided in Section 8.12(a) hereof will be an Extraordinary Resolution within the meaning of this Agreement notwithstanding that Subscription Receiptholders holding in the aggregate 25% of the total number of Subscription Receipts outstanding may not be present.

(f) Poll: Votes on an Extraordinary Resolution must always be given on a poll and no demand for a poll on an Extraordinary Resolution will be necessary.

8.13 Powers Cumulative

Any one or more of the powers, and any combination of the powers, in this Agreement stated to be exercisable by the Subscription Receiptholders by Extraordinary Resolution or otherwise, may be exercised from time to time, and the exercise of any one or more of such powers or any combination of such powers from time to time will not prevent the Subscription Receiptholders from exercising such power or powers or combination of powers thereafter from time to time.

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8.14 Minutes

Minutes of all resolutions passed and proceedings taken at every meeting of the Subscription Receiptholders will be made and duly entered in books from time to time provided for such purpose by the Subscription Receipt Agent at the expense of the Corporation, and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or such proceedings were taken, will be prima facie evidence of the matters therein stated, and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes have been so made, entered and signed will be deemed to have been duly convened and held, and all resolutions passed and proceedings taken thereat to have been duly passed and taken.

8.15 Instruments in Writing

Any action that may be taken and any power that may be exercised by Subscription Receiptholders at a meeting held as provided in this Article 8 may also be taken and exercised by Subscription Receiptholders who hold in the aggregate not less than 50% of the total number of Subscription Receipts at the time outstanding or in the case of an Extraordinary Resolution, Subscription Receiptholders who hold in the aggregate not less than 66 2/3% of the total number of Subscription Receipts at the time outstanding, by their signing, each in person or by attorney duly appointed in writing, an instrument in writing in one or more counterparts, and the expression “Extraordinary Resolution” when used in this Agreement includes a resolution embodied in an instrument so signed.

8.16 Binding Effect of Resolutions

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 8 at a meeting of Subscription Receiptholders will be binding on all Subscription Receiptholders, whether present at or absent from the meeting and whether voting for or against the resolution or abstaining, and every instrument in writing signed by Subscription Receiptholders in accordance with Section 8.15 hereof will be binding on all Subscription Receiptholders, whether signatories thereto or not, and every Subscription Receiptholder and the Subscription Receipt Agent (subject to the provisions for its indemnity herein contained) will be bound to give effect accordingly to every such resolution and instrument in writing.

8.17 Evidence of Subscription Receiptholders

Any request, direction, notice, consent or other instrument which this Agreement may require or permit to be signed or executed by the Subscription Receiptholders, including a Subscription Receiptholders’ Request, may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Subscription Receiptholders in person or by attorney duly appointed in writing. Proof of the execution of any such request or other instrument or of a writing appointing any such attorney or (subject to the provisions of this Article 8 with regard to voting at meetings of Subscription Receiptholders) of the holding by any person of Subscription Receipts shall be sufficient for any purpose of this Agreement if the fact and date of execution by any person of such request or other instrument or writing is proved by a certificate of any notary public, or other officer authorized to take acknowledgements of deeds to be recorded at the place where such certificate is made, to the effect that the person signing such request or other instrument in writing acknowledged to him the execution thereof or by an affidavit of a witness of such execution or in any other manner which the Subscription Receipt Agent may consider adequate. The Subscription Receipt Agent may, nevertheless, in its discretion require further proof in cases where it deems further proof desirable or may accept such other proof as it shall consider proper.

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8.18 Holdings by the Corporation and Subsidiaries Disregarded

In determining whether Subscription Receiptholders holding the required total number of Subscription Receipts are present in person or by proxy for the purpose of constituting a quorum, or have voted or consented to a resolution, Extraordinary Resolution, consent, waiver, Subscription Receiptholders’ Request or other action under this Agreement, a Subscription Receipt held by the Corporation or by a Subsidiary of the Corporation will be deemed to be not outstanding. The Corporation shall provide the Subscription Receipt Agent with a Certificate of the Corporation providing details of any Subscription Receipts held by the Corporation or by a Subsidiary of the Corporation upon the written request of the Subscription Receipt Agent.

Article 9
SUPPLEMENTAL AGREEMENTS AND SUCCESSOR COMPANIES

9.1 Provision for Supplemental Agreements for Certain Purposes

From time to time the Corporation and the Subscription Receipt Agent may, without the consent of the Subscription Receiptholders and subject to the provisions of this Agreement, execute and deliver agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

(a) providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Subscription Receiptholders based on the opinion of Counsel;

(b) evidencing the succession, or successive successions, of any other person to the Corporation and the assumption by such successor of the covenants of, and obligations of the Corporation under this Agreement;

(c) adding to the provisions hereof such additional covenants and enforcement provisions as are necessary or advisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the Subscription Receiptholders as a group;

(d) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 8;

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(e) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the Subscription Receiptholders as a group;

(f) adding to or amending the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipts and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;

(g) modifying any of the provisions of this Agreement or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective if, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, such modification or relief impairs any of the rights of the Subscription Receiptholders, as a group or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and

(h) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, the rights of the Subscription Receipt Agent and the Subscription Receiptholders as a group are not materially prejudiced thereby.

9.2 Successor Entities

In the case of the amalgamation, consolidation, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another person (a “successor entity”), the successor entity resulting from the amalgamation, consolidation, merger or transfer (if not the Corporation) shall be bound by the provisions hereof and all obligations for the due and punctual performance and observance of each and every covenant and obligation contained in this Agreement to be performed by the Corporation and the successor entity shall by supplemental agreement satisfactory in form to the Subscription Receipt Agent and executed and delivered to the Subscription Receipt Agent, expressly assume those obligations.

Article 10
CONCERNING SUBSCRIPTION RECEIPT AGENT

10.1 Mandatory Law

If and to the extent that any provision of this Agreement limits, qualifies or conflicts with a mandatory requirement of applicable Law, the mandatory requirement will prevail. The Corporation and the Subscription Receipt Agent each will at all times in relation to this Agreement and any action to be taken hereunder observe and comply with and be entitled to the benefits of applicable Law.

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10.2 Rights and Duties of Subscription Receipt Agent

(a) Duty of Subscription Receipt Agent: In the exercise of the rights and duties prescribed or conferred by the terms of this Agreement, the Subscription Receipt Agent will act honestly and in good faith and will exercise that degree of care, diligence and skill that a reasonably prudent subscription receipt agent would exercise in comparable circumstances. The Subscription Receipt Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Subscription Receipt Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Subscription Receipt Agent and in the absence of any such notice the Subscription Receipt Agent may for all purposes of this Agreement conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained therein. Any such notice shall in no way limit any discretion herein given to the Subscription Receipt Agent to determine whether or not the Subscription Receipt Agent shall take action with respect to any default.

(b) No Relief From Liability: No provision of this Agreement will be construed to relieve the Subscription Receipt Agent from liability for its own grossly negligent act, wilful misconduct or fraud.

(c) Actions: The obligation of the Subscription Receipt Agent to commence or continue any act, action or proceeding in connection herewith, including without limitation, for the purpose of enforcing any right of the Subscription Receipt Agent or the Subscription Receiptholders hereunder is on the condition that the Subscription Receipt Agent shall have received a Subscription Receiptholders’ Request specifying the act, action or proceeding which the Subscription Receipt Agent is requested to take and, when required by notice to the Subscription Receiptholders by the Subscription Receipt Agent, the Subscription Receipt Agent is furnished by one or more Subscription Receiptholders with sufficient funds to commence or continue such act, action or proceeding and an indemnity reasonably satisfactory to the Subscription Receipt Agent to protect and hold it harmless against the costs, charges, expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof.

(d) Funding: No provision of this Agreement will require the Subscription Receipt Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless it is so indemnified and funded.

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(e) Deposit of Subscription Receipts: The Subscription Receipt Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Subscription Receiptholders at whose instance it is acting to deposit with the Subscription Receipt Agent the Subscription Receipt Certificates held by them, for which certificates the Subscription Receipt Agent will issue receipts.

(f) Restriction: Every provision of this Agreement that relieves the Subscription Receipt Agent of liability or entitles it to rely on any evidence submitted to it is subject to the provisions of applicable Law. The Subscription Receipt Agent shall not be liable to account to anyone for the profit it may earn, if any, while holding the Escrowed Funds.

(g) Right Not to Act/ Right to Resign: The Subscription Receipt Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Subscription Receipt Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist legislation or economic sanctions legislation, regulation or guideline. Further, should the Subscription Receipt Agent, in its sole judgment, determine at any time that its acting under this Subscription Receipt Agreement has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist legislation or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on ten days’ written notice to the Corporation provided (i) that the Subscription Receipt Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Subscription Receipt Agent’s satisfaction within such ten-day period, then such resignation shall not be effective.

10.3 Evidence, Experts and Advisers

(a) Evidence: In addition to the reports, certificates, opinions and other evidence required by this Agreement, the Corporation will furnish to the Subscription Receipt Agent such additional evidence of compliance with any provision hereof, and in such form, as is prescribed by applicable Law or as the Subscription Receipt Agent reasonably requires by written notice to the Corporation.

(b) Reliance by Subscription Receipt Agent: In the exercise of any right or duty hereunder the Subscription Receipt Agent, if it is acting in good faith, may act and rely, as to the truth of any statement or the accuracy of any opinion expressed therein, on any statutory declaration, opinion, report, certificate or other evidence furnished to the Subscription Receipt Agent pursuant to a provision hereof or of applicable Law or pursuant to a request of the Subscription Receipt Agent, if such evidence complies with applicable Law and the Subscription Receipt Agent examines such evidence and determines that it complies with the applicable requirements of this Agreement.

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(c) Statutory Declaration: Whenever applicable Law requires that evidence referred to in Section10.3(a) hereof be in the form of a statutory declaration, the Subscription Receipt Agent may accept such statutory declaration in lieu of a Certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by any one or more of the Chief Executive Officer, Chief Financial Officer or Secretary of the Corporation or by any other officer(s) or director(s) of the Corporation to whom such authority is delegated by the Directors from time to time. In addition, the Subscription Receipt Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, direction, instruction, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cablegram or other paper or document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties.

(d) Proof of Execution: Proof of the execution of any document or instrument in writing, including a Subscription Receiptholders’ Request, by a Subscription Receiptholder may be made by the certificate of a notary public, or other officer with similar powers, that the Person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution, or in any other manner that the Subscription Receipt Agent considers adequate and in respect of a corporate Subscription Receiptholder, shall include a certificate of incumbency of such Subscription Receiptholder together with a certified resolution authorizing the Person who signs such instrument to sign such instrument.

(e) Experts: The Subscription Receipt Agent may employ or retain such counsel, accountants, appraisers, or other experts or advisers as it reasonably requires for the purpose of determining and discharging its rights and duties hereunder and may pay the reasonable remuneration and disbursements for all services so performed by any of them, and will not be responsible for any misconduct or negligence on the part of any of them. The Corporation shall pay or reimburse the Subscription Receipt Agent for any reasonable fees of such counsel, accountants, appraisers, or other experts or advisors. The Subscription Receipt Agent may act and rely and shall be protected in acting or not acting and relying in good faith on the opinion or advice of or information obtained from any counsel, accountant, appraisers or other expert or advisor, whether retained or employed by the Corporation or by the Subscription Receipt Agent, in relation to any matter arising in the administration of the duties and obligations hereof.

10.4 Documents, Money, Etc. held by Subscription Receipt Agent

(a) Safekeeping: Any security, document of title or other instrument that may at any time be held by the Subscription Receipt Agent subject to the provisions of this Agreement hereof may be placed in the deposit vaults of the Subscription Receipt Agent or of any Canadian chartered bank or deposited for safekeeping with any such bank.

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10.5 Action by Subscription Receipt Agent to Protect Interests

The Subscription Receipt Agent will have power to institute and to maintain such actions and proceedings as it considers necessary or expedient to protect or enforce its interests and the interests of the Subscription Receiptholders.

10.6 Subscription Receipt Agent not Required to Give Security

The Subscription Receipt Agent will not be required to give any bond or security in respect of the execution of the duties and obligations and powers of this Agreement.

10.7 Protection of Subscription Receipt Agent

(a) Protection: By way of supplement to the provisions of any law for the time being relating to subscription receipt agents, it is expressly declared and agreed that:

(i) the Subscription Receipt Agent will not be liable for or by reason of, or required to substantiate, any statement of fact, representation or recital in this Agreement or in the Subscription Receipt Certificates (except the representation contained in the certification of the Subscription Receipt Agent on the Subscription Receipt Certificates), but all such statements or recitals are and will be deemed to be made by the Corporation;

(ii) nothing herein contained will impose on the Subscription Receipt Agent any obligation to see to, or to require evidence of, the registration or filing (or renewal thereof) of this Agreement or any instrument ancillary or supplemental hereto;

(iii) the Subscription Receipt Agent will not be bound to give notice to any Person of the execution hereof;

(iv) the Subscription Receipt Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, wilful misconduct or fraud;

(v) the Subscription Receipt Agent will not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach by the Corporation of any obligation or warranty herein contained or of any act of any director, officer, employee or agent of the Corporation;

(vi) the Subscription Receipt Agent, in its personal or any other capacity, may buy, lend upon and deal in securities of the Corporation and in the Subscription Receipts and generally may contract and enter into financial transactions with the Corporation or any related corporation without being liable to account for any profit made thereby;

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(vii) the Subscription Receipt Agent shall incur no liability with respect to the delivery or non-delivery of any certificate or certificates whether delivered by hand, mail or any other means provided that they are sent in accordance with the provisions hereof;

(viii) if the Subscription Receipt Agent delivers any cheque as required hereunder, the Subscription Receipt Agent shall have no further obligation or liability for the amount represented thereby, unless any such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Subscription Receipt Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and, if required by the Subscription Receipt Agent, an indemnity reasonably satisfactory to it, shall issue to such payee a replacement cheque for the amount of such cheque;

(ix) the Subscription Receipt Agent will disburse funds in accordance with the provisions hereof only to the extent that funds have been deposited with it. The Subscription Receipt Agent shall not under any circumstances be required to disburse funds in excess of the amounts on deposit with the Subscription Receipt Agent at the time of disbursement; and

(x) notwithstanding the foregoing or any other provision of this Agreement, any liability of the Subscription Receipt Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Subscription Receipt Agent under this Agreement in the twelve (12) months immediately prior to the Subscription Receipt Agent receiving the first notice of the claim. Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Subscription Receipt Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

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(b) Indemnity: In addition to and without limiting any protection of the Subscription Receipt Agent hereunder or otherwise by law, the Corporation shall at all times indemnify the Subscription Receipt Agent and its affiliates, their successors and assigns, and each of their directors, officers, employees and agents (the “Indemnified Parties”) and save them harmless from and against all claims, demands, losses, actions, causes of action, suits, proceedings, liabilities, damages, costs, charges, assessments, judgments and expenses (including expert consultant and legal fees and disbursements on a solicitor and client basis) whatsoever arising in connection with this Agreement including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Indemnified Parties and expenses incurred in connection with the enforcement of this indemnity, which the Indemnified Parties, or any of them, may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Subscription Receipt Agent’s duties, and including any services that the Subscription Receipt Agent may provide in connection with or in any way relating to this Agreement (unless arising from Subscription Receipt Agent’s gross negligence, wilful misconduct or bad faith) and including any action or liability brought against or incurred by the Indemnified Parties in relation to or arising out of any breach by the Corporation. Notwithstanding any other provision hereof, the Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding. Notwithstanding any other provision hereof, this indemnity shall survive the resignation or removal of the Subscription Receipt Agent and the termination or discharge of this Agreement.

10.8 Replacement of Subscription Receipt Agent

(a) Resignation: The Subscription Receipt Agent may resign and be discharged from all further duties and liabilities hereunder, except as provided in this section, by giving to the Corporation not less than sixty (60) days’ notice in writing or, if a new subscription receipt agent has been appointed, such shorter notice as the Corporation accepts as sufficient provided that such resignation and discharge shall be subject to the appointment of a successor thereto in accordance with the provisions hereof.

(b) Removal: The Subscription Receiptholders by Extraordinary Resolution may at any time remove the Subscription Receipt Agent and appoint a new subscription receipt agent.

(c) Appointment of New Subscription Receipt Agent: If the Subscription Receipt Agent so resigns or is so removed or is dissolved, becomes bankrupt, goes into liquidation or otherwise becomes incapable of acting hereunder, the Corporation will forthwith appoint a new subscription receipt agent unless a new subscription receipt agent has already been appointed by the Subscription Receiptholders.

(d) Failure to Appoint: Failing such appointment by the Corporation, the retiring Subscription Receipt Agent or any Subscription Receiptholder may apply at the expense of the Corporation to the Ontario Supreme Court, on such notice as the Court directs, for the appointment of a new subscription receipt agent.

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(e) New Subscription Receipt Agent: Any new subscription receipt agent appointed under this Section 10.8 must be a corporation authorized to carry on the business of a transfer agent or trust company in all of the Provinces of Canada. On any such appointment the new subscription receipt agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Subscription Receipt Agent without any further assurance, conveyance, act or deed, but there will be immediately executed, at the expense of the Corporation, all such conveyances or other instruments as, in the opinion of Counsel, are necessary or advisable for the purpose of assuring the transfer of such powers, rights, duties and responsibilities to the new subscription receipt agent including, without limitation, an appropriate instrument executed by the new subscription receipt agent accepting such appointment and, at the request of the Corporation, the predecessor Subscription Receipt Agent shall, upon payment of its outstanding remuneration and expenses, execute and deliver to the new subscription receipt agent an appropriate instrument transferring to such new subscription receipt agent all rights and powers of the Subscription Receipt Agent hereunder, and shall duly assign, transfer and deliver to the new subscription receipt agent all securities, property and all records kept by the predecessor Subscription Receipt Agent hereunder or in connection therewith. Any new subscription receipt agent so appointed by the Corporation or by the Court will be subject to removal as aforesaid by the Subscription Receiptholders and by the Corporation.

(f) Notice of New Subscription Receipt Agent: On the appointment of a new subscription receipt agent, the Corporation will promptly give notice thereof to the Subscription Receiptholders in accordance with Section 11.2(a) hereof.

(g) Successor Subscription Receipt Agent: A corporation into or with which the Subscription Receipt Agent is merged or consolidated or amalgamated, or a corporation succeeding to the corporate trust business of the Subscription Receipt Agent, will be the successor to the Subscription Receipt Agent hereunder without any further act on its part or on the part of any party hereto if such corporation would be eligible for appointment as a new subscription receipt agent under Section 10.8(e) hereof.

(h) Certificates: A Subscription Receipt Certificate certified but not delivered by a predecessor Subscription Receipt Agent may be delivered by the new or successor subscription receipt agent in the name of the predecessor Subscription Receipt Agent or successor subscription receipt agent. In case at any time any of the Subscription Receipt Certificates have not been countersigned, a Subscription Receipt Certificate may be countersigned either in the name of the predecessor Subscription Receipt Agent or successor subscription receipt agent, and in all such cases such Subscription Receipt Certificates will have the full force provided in the Subscription Receipt Certificates and in this Agreement.

10.9 Acceptance of Duties and Obligations

The Subscription Receipt Agent hereby accepts the duties and obligations in this Agreement declared and provided for and agrees to perform them on the terms and conditions herein set forth. The Subscription Receipt Agent accepts the duties and responsibilities under this indenture solely as custodian, bailee and agent. No trust is intended to be or will be created hereby and the Subscription Receipt Agent shall owe no duties hereunder as a trustee.

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Article 11
GENERAL

11.1 Notice to the Corporation and Subscription Receipt Agent

(a) Corporation: Unless herein otherwise expressly provided, a notice to be given hereunder to the Corporation or the Subscription Receipt Agent will be validly given if delivered or if sent by registered letter, postage prepaid, or if sent by facsimile transmission (if receipt of such transmission is confirmed) or email addressed as follows:

(i) if to the Corporation:

1478 Queen Street
Halifax, Nova Scotia B3J 2H7

Email: mark.gosine@dhxmedia.com
Facsimile: (902) 422-0752
Attention: Mark Gosine, Executive Vice-President, Legal Affairs, General Counsel and Corporate Secretary

with a copy to:

Stikeman Elliott LLP
199 Bay Street
5300 Commerce Court West

Toronto, ON M5L 1B9

Email: dnordick@stikeman.com
Facsimile: (416) 947-0866

Attention: D’Arcy Nordick

(ii) if to the Subscription Receipt Agent:

Computershare Trust Company of Canada

1500 Robert-Bourassa Boulevard, 7^th Floor
Montreal, QC H3A 3S8

Facsimile: (514) 982 7677
Attention: General Manager, Corporate Trust

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(iii) if to the Underwriters:

Canaccord Genuity Corp.
161 Bay Street, Suite 3000
Toronto, Ontario M5J 2S1

Email: sbusbridge@canaccordgenuity.com
Facsimile: (416) 869-3876

Attention: Stewart Busbridge

RBC Dominion Securities Inc.
200 Bay Street, 4^th Floor
Royal Bank Plaza, South Tower
Toronto, Ontario M5J 2W7

Email: james.mckenna@rbccm.com
Facsimile: (416) 842-7555

Attention: James McKenna

with a copy to:

McCarthy Tétrault LP
66 Wellington Street West
TD Bank Tower, Suite 5300
Toronto, Ontario M5K 1E6

Email: rhansen@mccarthy.ca
Facsimile: (416) 868-0673

Attention: Robert O. Hansen

and any such notice delivered or sent in accordance with the foregoing prior to 5:00 p.m. (Toronto time) on a Business Day will be deemed to have been received on the date of delivery or facsimile transmission or, if mailed, on the second Business Day following the day of the mailing of the notice. The original of any document sent by facsimile transmission to the Subscription Receipt Agent shall be subsequently mailed to the Subscription Receipt Agent.

(b) Change of Address: The Corporation or the Subscription Receipt Agent, as the case may be, may from time to time notify each of the other party hereto in the manner provided in Section 11.1(a) hereof of a change of address which, from the effective date of such notice and until changed by like notice, will be the address of the Corporation or the Subscription Receipt Agent, as the case may be, for all purposes of this Agreement.

(c) Postal Interruption: If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving Canadian postal employees, a notice to be given to the Subscription Receipt Agent or to the Corporation hereunder could reasonably be considered unlikely to reach or likely to be delayed in reaching its destination, the notice will be valid and effective only if it is delivered to an officer of the party to which it is addressed. Any notice delivered in accordance with the foregoing will be deemed to have been received on the date of delivery to such officer.

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11.2 Notice to Subscription Receiptholders

(a) Notice: Unless herein otherwise expressly provided, a notice to be given hereunder to Subscription Receiptholders will be deemed to be validly given if the notice is sent by ordinary surface or air mail, postage prepaid, addressed to the Subscription Receiptholders or delivered (or so mailed to certain Subscription Receiptholders and so delivered to the other Subscription Receiptholders) at their respective addresses appearing on any of the registers of holders described in Section 3.1 hereof, provided, however, that if, by reason of a strike, lockout or other work stoppage, actual or threatened, involving Canadian postal employees, the notice could reasonably be considered unlikely to reach or likely to be delayed in reaching its destination, the notice will be valid and effective only if it is so delivered or is given by publication twice in the Report on Business section in the national edition of The Globe and Mail. Notwithstanding anything to the contrary, a notice required to be given hereunder to Subscription Receiptholders holding CDS Subscription Receipts will be given by the Subscription Receipt Agent to the Depository.

(b) Date of Notice: A notice so given by mail or so delivered will be deemed to have been given on the first Business Day after it has been mailed or on the day on which it has been delivered, as the case may be, and a notice so given by publication will be deemed to have been given on the day on which it has been published as required. In determining under any provision hereof the date when notice of a meeting or other event must be given, the date of giving notice will be included and the date of the meeting or other event will be excluded. Accidental error or omission in giving notice or accidental failure to mail notice to any Subscription Receiptholder will not invalidate any action or proceeding founded thereon.

11.3 Satisfaction and Discharge of Agreement

Upon the earlier of (i) the issuance of the Special Warrants required to be issued in compliance with the provisions hereof and payment of all consideration as provided for in Section 6.4(a) upon satisfaction of the Release Condition; and (ii) the payment of all consideration pursuant to Section 6.4(b) upon delivery of a Termination Notice, this Agreement will cease to be of further effect and, on demand of and at the cost and expense of the Corporation and on delivery to the Subscription Receipt Agent of a Certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Agreement have been complied with and on payment to the Subscription Receipt Agent of the fees and other remuneration payable to the Subscription Receipt Agent, the Subscription Receipt Agent will execute proper instruments acknowledging the satisfaction of and discharging of this Agreement.

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11.4 Sole Benefit of Parties and Subscription Receiptholders

Nothing in this Agreement or the Subscription Receipt Certificates, expressed or implied, will give or be construed to give to any Person other than the parties hereto and the Subscription Receiptholders, as the case may be, any legal or equitable right, remedy or claim under this Agreement or the Subscription Receipt Certificates, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Subscription Receiptholders.

11.5 Discretion of Directors

Any matter provided herein to be determined by the Directors will be determined by the Directors in their sole discretion, acting reasonably, and a determination so made will be conclusive.

11.6 Force Majeure

No Party shall be liable to the other, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 11.6.

11.7 Privacy Consent

The parties acknowledge that the Subscription Receipt Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

(a) to provide the services required under this Agreement and other services that may be requested from time to time;

(b) to help the Subscription Receipt Agent manage its servicing relationships with such individuals;

(c) to meet the Subscription Receipt Agent’s legal and regulatory requirements; and

(d) if Social Insurance Numbers are collected by the Subscription Receipt Agent, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.

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Each party acknowledges and agrees that the Subscription Receipt Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of this Agreement for the purposes described above and, generally, in the manner and on the terms described in its Privacy Code, which the Subscription Receipt Agent shall make available on its website, www.computershare.com, or upon request, including revisions thereto. The Subscription Receipt Agent may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides.

Further, each party agrees that it shall not provide or cause to be provided to the Subscription Receipt Agent any personal information relating to an individual who is not a party to this Agreement unless that party has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

11.8 Counterparts and Formal Date

This Agreement may be executed in several counterparts, each of which when so executed will be deemed to be an original and such counterparts together will constitute one and the same instrument and notwithstanding the date of their execution will be deemed to be dated as of the date of this Agreement.

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IN WITNESS WHEREOF the parties hereto have executed this Subscription Receipt Agreement as of the day and year first above written. 

DHX MEDIA LTD.
Per:	/s/ Dana Landry
	Name: Dana Landry
	Title: Chief Executive Officer

CANACCORD GENUITY CORP.
Per:	/s/ Stewart Busbridge
	Name: Stewart Busbridge
	Title: Managing Director

RBC DOMINION SECURITIES INC.
Per:	/s/ James McKenna
	Name: James McKenna
	Title: Managing Director

COMPUTERSHARE TRUST COMPANY OF CANADA
Per:	/s/ Nicolas Richard
	Name: Nicolas Richard
	Title: Gestionnaire fiduciaire Corporate Trust Officer
Per:	/s/ Adam Baxter
	Name: Adam Baxter
	Title: Gestionnaire fiduciaire Corporate Trust Officer

Schedule “A”

FORM OF SUBSCRIPTION RECEIPT CERTIFICATE

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 1, 2017.

 Certificate Number: Number of Subscription Receipts

SUBSCRIPTION RECEIPTS

DHX MEDIA LTD.
(a corporation existing under the laws of Canada)

THIS IS TO CERTIFY THAT, for value received, (the “holder”) is the registered holder of the number of subscription receipts (“Subscription Receipts”) specified above of DHX Media Ltd. (the “Corporation”) and is thereby entitled, without payment of any additional consideration, to be issued, immediately after the Release Time (as defined in the Subscription Receipt Agreement hereinafter referred to) one Special Warrant of the Corporation in respect of each Subscription Receipt held.

This Subscription Receipt Certificate represents Subscription Receipts of the Corporation issued under the provisions of a subscription receipt agreement (which agreement, together with all instruments supplemental or ancillary thereto, is herein referred to as the “Subscription Receipt Agreement”) dated as of May 31, 2017, between the Corporation, Canaccord Genuity Corp. (“Canaccord”) and RBC Dominion Securities Inc. (“RBC”, and together with Canaccord, the “Lead Underwriters”) and Computershare Trust Company of Canada (the “Subscription Receipt Agent”). Reference is hereby made for particulars of the rights of the holders of the Subscription Receipts, the Corporation, the Lead Underwriters and the Subscription Receipt Agent in respect thereof and of the terms and conditions upon which the Subscription Receipts are issued and held, all to the same effect as if the provisions of the Subscription Receipt Agreement were herein set forth in full, and to all of which the holder, by acceptance hereof, assents. In the event of a conflict between the provisions of this Subscription Receipt Certificate and the Subscription Receipt Agreement, the terms of the Subscription Receipt Agreement shall govern. All capitalized terms used but not defined in this Subscription Receipt Certificate shall have the meaning ascribed thereto in the Subscription Receipt Agreement. The Corporation will furnish to the holder, on request, a copy of the Subscription Receipt Agreement.

The Subscription Receipts represented by this Subscription Receipt Certificate will automatically convert into Special Warrants by the Subscription Receipt Agent for and on behalf of the holder upon satisfaction of the Release Condition and the holder will be a holder of the Special Warrants issuable on the conversion of such Subscription Receipts without the taking of any further action by the holder or additional consideration. For greater certainty, the Subscription Receipts represented by this certificate may not be converted by the holder and may only be converted pursuant to the foregoing automatic conversion.

The sale of the Subscription Receipts is being completed in connection with the acquisition by DHX SSP Holdings LLC, a wholly-owned subsidiary of the Corporation, of (a) all of the issued and outstanding membership interests of IBGNYC LLC, IBGSCREEN, LLC and Shortcake IP Holdings LLC, each a limited liability company organized under the laws of the State of Delaware, and (b) 80% of the issued and outstanding common units of Peanuts Holding LLC, a limited liability company organized under the laws of the State of Delaware.

Pursuant to the Subscription Receipt Agreement, the Release Date is the date, or the Business Day following such date, on which the Subscription Receipt Agent receives the Release Notice in the form required under the Subscription Receipt Agreement, which notice will inform the Subscription Receipt Agent of the satisfaction of the Release Condition, and will advise the Subscription Receipt Agent of the conversion of the Subscription Receipts into Special Warrants and will instruct the Subscription Receipt Agent to pay the Escrowed Funds in accordance with the Subscription Receipt Agreement.

In the event that (i) the Release Notice is not delivered to the Subscription Receipt Agent prior to the Release Deadline, or (ii) a Termination Notice is delivered to the Subscription Receipt Agent by the Corporation, all of the Subscription Receipts shall, without any action on the part of the holders thereof (including the surrender of Subscription Receipt Certificates), be cancelled by the Subscription Receipt Agent. In such event, the holder will be entitled to receive, and the Subscription Receipt Agent and the Corporation shall pay to the holder, the Return Amount, all as more particularly set out in the Subscription Receipt Agreement.

The holder of this Subscription Receipt is cautioned that in the event that the Subscription Receipts are deemed to be cancelled, a cheque will be mailed or delivered to the latest address of record of the registered holder.

On and after the date of conversion of the Subscription Receipts represented by this Subscription Receipt Certificate, the holder will have no rights hereunder except to the Special Warrants issued to such holder.

No Special Warrants will be issued pursuant to the conversion of any Subscription Receipt if the issue of such security would constitute a violation of the securities laws of any applicable jurisdiction.

The Subscription Receipt Agreement contains provisions making binding on all holders of Subscription Receipts outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments in writing signed by holders of a specified majority of all outstanding Subscription Receipts.

The Subscription Receipts represented by this Subscription Receipt Certificate are transferrable.

The holding of this Subscription Receipt Certificate will not constitute the holder a shareholder of the Corporation or entitle such holder to any right or interest in respect thereof except as otherwise provided in the Subscription Receipt Agreement.

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This Subscription Receipt Certificate will not be valid for any purpose until it has been certified by or on behalf of the Subscription Receipt Agent for the time being under the Subscription Receipt Agreement.

Time is of the essence hereof.

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IN WITNESS WHEREOF THE CORPORATION has caused this Subscription Receipt Certificate to be signed by its officers or other individuals duly authorized in that behalf as of the ____ day of ___________, 2017.

DHX MEDIA LTD.
Per:
	Authorized Signing Officer

This Subscription Receipt Certificate is one of the Subscription Receipt Certificates referred to in the Subscription Receipt Agreement.

Countersigned this __ day of ___________, 2017.

COMPUTERSHARE TRUST COMPANY OF CANADA
Per:
	Authorized Signing Officer

FORM OF TRANSFER

Computershare Trust Company of Canada
1500 Robert-Bourassa Blvd., 7^th Floor

Montreal Quebec H3A 3S8

Attn: Corporate Trust
Re: DHX Media Ltd.

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to_________________________________________________________________________________________ (print name, address and Social Insurance Number/Social Security Number of Transferee) the Subscription Receipt represented by this Subscription Receipt Certificate and hereby irrevocable constitutes and appoints ____________________ as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Subscription Receipt.

DATED this ____ day of_________________, 20___.

SPACE FOR GUARANTEES OF SIGNATURES	)
(SEE INSTUCTIONS BELOW)	)
	)	Signature of Transferor
	)
	)
Guarantor’s Signature/Stamp	)	Name of Transferor

REASON FOR TRANSFER – For US Residents only (where the individual(s) or corporation receiving the securities is a US resident). Please select only one (see instructions below).

¨ Gift ¨ Estate ¨ Private Sale ¨ Other (or no change in ownership)

Date of Event (Date of gift, death or sale): Value per Subscription Receipt on the date of event:

    ¨ CAD OR ¨USD

CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. All securityholders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

· Canada and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.

· Canada: A Signature Guarantee obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”, sign and print their full name and alpha numeric signing number. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee” Stamp affixed to the transfer (as opposed to a “Signature Guaranteed” Stamp) obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.

· Outside North America: For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.

OR

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The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”, “MEDALLION GUARANTEED” OR “SIGNATURE & AUTHORITY TO SIGN GUARANTEE”, all in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer unless there is a “SIGNATURE & AUTHORITY TO SIGN GUARANTEE” Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a “MEDALLION GUARANTEED” Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate.

REASON FOR TRANSFER – FOR US RESIDENTS ONLY

Consistent with US IRS regulations, Computershare is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place).

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Schedule “B”
ESCROW RELEASE NOTICE

TO:	COMPUTERSHARE TRUST COMPANY OF CANADA
AND TO:	CANACCORD GENUITY CORP.
AND TO:	RBC DOMINION SECURITIES INC.

Reference is made to the subscription receipt agreement dated May 31, 2017, (the “Subscription Receipt Agreement”) between DHX Media Ltd. (the “Corporation”), Canaccord Genuity Corp. (“Canaccord”), RBC Dominion Securities Inc. (“RBC”, and together with Canaccord, the “Lead Underwriters”) and Computershare Trust Company of Canada (the “Subscription Receipt Agent”). Unless otherwise defined herein, words and terms with the letter or letters thereof capitalized shall have the meanings given to such words and terms in the Subscription Receipt Agreement.

The Subscription Receipt Agent and the Lead Underwriters are hereby notified that the Release Condition has been satisfied in full in accordance with the Subscription Receipt Agreement, and, accordingly, the Subscription Receipt Agent is hereby irrevocably directed and authorized to, in accordance with Section 4.1(c) of the Subscription Receipt Agreement, to release to:

(i) Canaccord, 50% of the Underwriters’ Cash Commission, being $2,800,000; and

(ii) release the balance of the Escrowed Funds and the Earned Interest to the Corporation by means of a wire transfer to the bank account indicated in the attached.

This Release Notice, which may be signed in counterparts and delivered by facsimile, is irrevocable and shall constitute your good and sufficient authority for taking the actions described herein.

DATED this _____ day of __________________, 2017.

DHX MEDIA LTD.
Per:
	Name:
	Title:

EX-99.3

Exhibit 99.3

Execution Version

DHX MEDIA LTD.

- and -

COMPUTERSHARE TRUST COMPANY OF CANADA

SPECIAL WARRANT INDENTURE

Providing for the Issue of Special Warrants

May 31, 2017

TABLE OF CONTENTS

Article 1 INTERPRETATION		2
1.1	Definitions	2
1.2	Headings	8
1.3	Gender	8
1.4	Weekends and Holidays	8
1.5	Meaning of “Outstanding”	8
1.6	Time	8
1.7	Applicable Law	8
1.8	Severability	8
1.9	Currency	9
1.10	Conflicts	9
1.11	Schedules	9
Article 2 ISSUE AND PURCHASE OF SPECIAL WARRANTS		9
2.1	Creation, Form and Terms of Special Warrants	9
2.2	Form of Warrants, Certificated Warrants	9
2.3	Book Entry Only Warrants	10
2.4	Special Warrant Certificate	12
2.5	Transferability and Ownership of Special Warrants	14
2.6	Special Warrantholders Not Shareholders	17
2.7	Signing of Special Warrants	17
2.8	Countersigning	18
2.9	Loss, Mutilation, Destruction or Theft of Special Warrants	18
2.10	Exchange of Special Warrants	19
2.11	Ranking	19
2.12	Purchase of Special Warrants for Cancellation	19
2.13	Cancellation of Surrendered Special Warrants	19
Article 3 COVENANTS OF THE CORPORATION		20
3.1	To Issue Special Warrants and Create Convertible Debentures	20
3.2	To Execute Further Assurances	20
3.3	To Carry On Business	20
3.4	Reporting Issuer	21
3.5	No Breach of Constating Documents	21
3.6	Filing Prospectus and Related Matters	21
3.7	Notices to Special Warrant Agent	21
3.8	Securities Qualification Requirements	21
3.9	Maintain Listing	21
3.10	Satisfy Covenants	22
3.11	Performance of Covenants by Special Warrant Agent	22
3.12	Special Warrant Agent’s Remuneration and Expenses	22
3.13	Trust for Special Warrantholders’ Benefit	22
3.14	Payment of Commissions	22
3.15	Contractual Right of Rescission	23

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Article 4 EXERCISE AND CANCELLATION OF SPECIAL WARRANTS		24
4.1	Notice of Deemed Exercise to Special Warrantholders	24
4.2	Deemed Exercise of Special Warrants	24
4.3	Effect of Exercise of Special Warrants	24
4.4	Special Warrants Void After Exercise Time	25
4.5	Accounting and Recording	25
4.6	Legending of Special Warrants	25
Article 5 MEETINGS OF SPECIAL WARRANTHOLDERS		26
5.1	Definitions	26
5.2	Convening Meetings	26
5.3	Place of Meeting	26
5.4	Notice	27
5.5	Persons Entitled to Attend	27
5.6	Quorum	27
5.7	Chairman	27
5.8	Power to Adjourn	27
5.9	Adjourned Meeting	28
5.10	Show of Hands	28
5.11	Poll	28
5.12	Regulations	28
5.13	Powers of Special Warrantholders	29
5.14	Powers Cumulative	30
5.15	Minutes of Meetings	31
5.16	Written Resolutions	31
5.17	Binding Effect	31
5.18	Holdings by the Corporation or Subsidiaries of the Corporation Disregarded	31
5.19	Corporation, Special Warrant Agent and Underwriters May be Represented	31
Article 6 SUPPLEMENTAL INDENTURES, MERGER, SUCCESSORS		32
6.1	Provision for Supplemental Indentures for Certain Purposes	32
6.2	Corporation May Consolidate, etc. on Certain Terms	33
6.3	Successor Body Corporate Substituted	33
Article 7 CONCERNING THE SPECIAL WARRANT AGENT		34
7.1	Duties of Special Warrant Agent	34
7.2	Action by Special Warrant Agent	34
7.3	Certificate of the Corporation	34
7.4	Special Warrant Agent May Employ Experts	35
7.5	Resignation and Replacement of Special Warrant Agent	35
7.6	Indenture Legislation	36
7.7	Notice	36
7.8	Use of Proceeds	36
7.9	No Inquiries	37
7.10	Actions by Special Warrant Agent to Protect Interest	37
7.11	Special Warrant Agent Not Required to Give Security	37
7.12	No Conflict of Interest	37

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7.13	Special Warrant Agent Not Ordinarily Bound	38
7.14	Special Warrant Agent May Deal in Instruments	38
7.15	Recitals or Statements of Fact Made by Corporation	38
7.16	Special Warrant Agent’s Discretion Absolute	38
7.17	No Representations as to Validity	38
7.18	Acceptance of Trusts	39
7.19	Special Warrant Agent’s Authority to Carry on Business	39
7.20	Indemnification of Special Warrant Agent	39
7.21	Performance of Covenants by Special Warrant Agent	40
7.22	Third Party Interests	40
7.23	Not Bound to Act	40
7.24	Not Appointed Receiver	41
Article 8 NOTICES		41
8.1	Notice to Corporation, Special Warrant Agent and Underwriters	41
8.2	Notice to Special Warrantholders	43
Article 9 POWER OF BOARD OF DIRECTORS		43
9.1	Board of Directors	43
Article 10 MISCELLANEOUS PROVISIONS		44
10.1	Further Assurances	44
10.2	Unenforceable Terms	44
10.3	No Waiver	44
10.4	Waiver of Default	44
10.5	Immunity of Shareholders	45
10.6	Limitation of Liability	45
10.7	Suits by Special Warrantholders	45
10.8	Force Majeure	46
10.9	U.S. Securities and Exchange Commission Certification	46
10.10	Privacy Matters	46
10.11	Enurement	47
10.12	Counterparts and Formal Date	47
10.13	Satisfaction and Discharge of Special Warrant Indenture	47
10.14	Provisions of Special Warrant Indenture and Special Warrants for the Sole Benefit of Parties and Special Warrantholders	48
10.15	Further Assurances	48
10.16	Formal Date and Effective Date	48
Schedule “A” FORM OF SPECIAL WARRANT CERTIFICATE		A-1
Schedule “B” NOTICE		B-1

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SPECIAL WARRANT INDENTURE

THIS SPECIAL WARRANT INDENTURE made as of May 31, 2017.

BETWEEN:

DHX MEDIA LTD., a corporation existing under the federal laws of Canada

(the “Corporation”)

OF THE FIRST PART

- AND -

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada

(the “Special Warrant Agent”)

OF THE SECOND PART

WHEREAS, pursuant to the terms of the Underwriting Agreement, the Corporation sold an aggregate of 140,000 Subscription Receipts at the purchase price of $1,000 per Subscription Receipt;

AND WHEREAS the Subscription Receipts were duly and validly created and issued pursuant to the terms of a subscription receipt agreement (the “Subscription Receipt Agreement”) entered into between the Corporation, Canaccord Genuity Corp., RBC Dominion Securities Inc. and the Special Warrant Agent, as agent for the Subscription Receipts;

AND WHEREAS each Subscription Receipt is convertible into a Special Warrant, on a “one-for-one” basis upon satisfaction of the Release Condition on or before the Termination Date;

AND WHEREAS each Special Warrant shall entitle the holder thereof to acquire, upon the deemed exercise thereof, $1,000 principal amount of Convertible Debentures without the payment of additional consideration;

AND WHEREAS the Corporation is authorized to create and issue the Special Warrants;

AND WHEREAS the Corporation represents to the Special Warrant Agent that all necessary resolutions of the directors of the Corporation have been or will be duly enacted, passed or confirmed and all other proceedings taken and conditions complied with to authorize the execution and delivery of this Special Warrant Indenture and the execution and issue of the Special Warrants and to make the same legal, valid and binding on the Corporation in accordance with the laws relating to the Corporation; and

AND WHEREAS the Special Warrant Agent has been appointed by the Corporation and has agreed to act as agent on behalf of the Special Warrantholders on the terms and conditions set forth herein.

NOW THEREFORE THIS SPECIAL WARRANT INDENTURE WITNESSETH THAT, in consideration of the premises and in further consideration of the mutual covenants herein set forth, the parties hereto agree as follows:

Article 1
INTERPRETATION

1.1 Definitions

In this Special Warrant Indenture, unless there is something in the subject matter or context inconsistent therewith, the following words have the respective meaning indicated below:

(a) “1933 Act” means the United States Securities Act of 1933, as amended;

(b) “AcquireCo” means DHX SSP Holdings LLC, an indirect wholly-owned subsidiary of the Corporation;

(c) “Acquisition” means, collectively, the acquisition by AcquireCo of (a) all of the issued and outstanding membership interests of IBGNYC LLC, IBGSCREEN, LLC and Shortcake IP Holdings LLC, each a limited liability company organized under the laws of the State of Delaware, and (b) 80% of the issued and outstanding common units of Peanuts Holding LLC, a limited liability company organized under the laws of the State of Delaware, pursuant to the Acquisition Agreements;

(d) “Acquisition Agreements” means, collectively, (i) that certain membership interest purchase agreement dated as of May 9, 2017 between Icon NY Holdings LLC, IBG Borrower LLC, Iconix Brand Group, Inc., the Corporation and AcquireCo, and (ii) that certain membership interest purchase agreement dated as of May 9, 2017 between IBG Borrower LLC, Iconix Brand Group, Inc., the Corporation and AcquireCo;

(e) “Acquisition Closing” means the closing of the Acquisition;

(f) “Authenticated” means (a) with respect to the issuance of a Special Warrant Certificate, one which has been duly signed by the Corporation and authenticated by manual signature of an authorized officer of the Special Warrant Agent, (b) with respect to the issuance of an Uncertificated Special Warrant, one in respect of which the Special Warrant Agent has completed all Internal Procedures such that the particulars of such Uncertificated Special Warrant are entered in the register of holders of Warrants, and “Authenticate”, “Authenticating” and “Authentication” have the appropriate correlative meanings;

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(g) “Book Entry Only Participants” means institutions that participate directly or indirectly in the Depository’s book entry registration system for the Special Warrants;

(h) “Book Entry Only Warrants” means Special Warrants that are to be held only by or on behalf of the Depository;

(i) “Business Day” means a day (other than a Saturday, Sunday, civic or statutory holiday) on which Canadian chartered banks are open for the transaction of regular business in the City of Toronto, Ontario and the City of Halifax, Nova Scotia;

(j) “CDS Global Warrants” means Special Warrants representing all or a portion of the aggregate number of Special Warrants issued in the name of the Depository represented by an Uncertificated Special Warrant, or if requested by the Depository or the Corporation, by a Special Warrant Certificate;

(k) “Closing” means the closing on the Closing Date of the transaction of purchase and sale in respect of the Subscription Receipts as contemplated in the Underwriting Agreement and the subscription agreements;

(l) “Closing Date” means May 31, 2017 or such other date as the Underwriters and the Corporation agree for the Closing of the Offering;

(m) “Closing Time” means 8:00 a.m. (Toronto time) on the Closing Date or such other time as determined by the Corporation and the Underwriters;

(n) “Common Voting Shares” means the common voting shares of the Corporation listed on the TSX under the symbol “DHX.B”;

(o) “Convertible Debentureholder” means the registered holder from time to time of an outstanding Convertible Debenture;

(p) “Convertible Debentures” means the 5.875% senior unsecured convertible debentures of the Corporation to be created and issued pursuant to the Convertible Debenture Indenture;

(q) “Convertible Debenture Indenture” means a convertible debenture indenture dated the date hereof and executed concurrently with this Agreement among the Corporation and the Convertible Debenture Trustee pursuant to which the Convertible Debentures will be created and issued upon exercise of the Special Warrants;

(r) “Convertible Debenture Trustee” means the convertible debenture trustee under the Convertible Debenture Indenture, initially being Computershare Trust Company of Canada, in its capacity as convertible debenture trustee;

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(s) “Corporation” means DHX Media Ltd., a corporation existing under the federal laws of Canada;

(t) “Corporation’s auditors” means the firm of accountants appointed by the shareholders of the Corporation and serving as the auditors of the Corporation at the relevant time;

(u) “Counsel” means a barrister or solicitor or firm of barristers and solicitors retained by the Special Warrant Agent, Corporation (who may be counsel to the Corporation), or Special Warrantholders;

(v) “Deemed Exercise Date” means the earlier of:

(i) the third Business Day after the Qualification Date, if the Qualification Date is on or after the date of the Acquisition Closing;

(ii) the Release Date, if the Qualification Date is prior to the date of the Acquisition Closing; and

(iii) October 1, 2017, being the date that is four months and one day following the Closing Date;

(w) “Deemed Exercise Time” means 5:00 p.m. (Toronto time) on the Deemed Exercise Date;

(x) “Depository” means CDS Clearing and Depository Services Inc. or such other person as is designated in writing by the Corporation to act as depository in respect of the Special Warrants;

(y) “Designated Provinces” means the ten (10) provinces of Canada, being Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Quebec and Saskatchewan;

(z) “director” means a director of the Corporation for the time being and, unless otherwise specified herein, a reference to an action by the directors means an action by the directors of the Corporation as a board or, whenever duly empowered, action by a committee of such board;

(aa) “Exercise Notice” has the meaning ascribed thereto in subsection 3.7;

(bb) “Governmental Entity” means any (a) multinational, federal, provincial, territorial, state, municipal, local or other governmental or public department, central bank, court, commission, commissioner, tribunal, board, bureau, agency or instrumentality, domestic or foreign, (b) any subdivision or authority of any of the foregoing, (c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above, or (d) a stock exchange, automated quotation system, self-regulatory authority or securities regulatory authority;

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(cc) “Internal Procedures” means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register at any time (including without limitation, original issuance or registration of transfer of ownership) the minimum number of the Special Warrant Agent’s internal procedures customary at such time for the entry, change or deletion made to be complete under the operating procedures followed at the time by the Special Warrant Agent, it being understood that neither preparation and issuance shall constitute part of such procedures for any purpose of this definition;

(dd) “Law” or “Laws” means all federal, state and provincial codes, conventions, laws, ordinances, policies, by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgements, injunctions, determinations, awards, decrees or other requirements and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, and the term “applicable” with respect to such Laws and in a context that refers to one or more parties to this Agreement, means such Laws as are applicable to such party or its business, undertaking, property or securities and emanate from a person having jurisdiction over the party or parties or its or their business, undertaking, property or securities;

(ee) “Lead Underwriters” means Canaccord Genuity Corp. and RBC Dominion Securities Inc.;

(ff) “NASDAQ” means the NASDAQ Stock Market;

(gg) “Offering” has the meaning set out in the Subscription Receipt Agreement;

(hh) “Officer’s Certificate” means a certificate signed by a senior officer of the Corporation;

(ii) “Prospectus” means a (final) short form prospectus in the Designated Provinces relating to the distribution of the Convertible Debentures and the Shares issuable upon the conversion of the Convertible Debentures or otherwise issuable under the terms and conditions of the Convertible Debenture Indenture;

(jj) “Prospectus Supplement” means a prospectus supplement to the Corporation’s base shelf prospectus dated July 2, 2015, if available, relating to the distribution of the Convertible Debentures and the Shares issuable upon the conversion of the Convertible Debentures or otherwise issuable under the terms and conditions of the Convertible Debenture Indenture;

(kk) “Qualification Date” means (i) the date of the final receipt for the Prospectus qualifying the distribution in the Designated Provinces of the Convertible Debentures and the Shares issuable upon the conversion of the Convertible Debentures or otherwise issuable under the terms and conditions of the Convertible Debenture Indenture, or (ii) the date that the Prospectus Supplement is filed with the Nova Scotia Securities Commission, on its own behalf and on behalf of each of the other Securities Regulators;

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(ll) “Release Condition” has the meaning set out in the Subscription Receipt Agreement;

(mm) “Release Date” has the meaning ascribed to it in the Subscription Receipt Agreement;

(nn) “Release Time” has the meaning ascribed to it in the Subscription Receipt Agreement;

(oo) “Securities Regulators” means, collectively, the securities commissions or other applicable securities regulatory authorities of each of the Designated Provinces;

(pp) “Shares” means the Variable Voting Shares and the Common Voting Shares;

(qq) “Special Warrant” means a special warrant of the Corporation created by the Corporation and issued and Authenticated hereunder entitling the holder thereof to acquire $1,000 principal amount of Convertible Debentures upon the deemed exercise thereof, in accordance with this Special Warrant Indenture, without payment of additional consideration or further action on the part of the holder of Special Warrants;

(rr) “Special Warrant Agent” means the special warrant agent under this Special Warrant Indenture, initially being Computershare Trust Company of Canada, in its capacity as special warrant agent hereunder;

(ss) “Special Warrant Certificate” means a certificate evidencing one or more Special Warrants issuable hereunder, substantially in the form attached hereto as Schedule “A”;

(tt) “Special Warrant Indenture”, “herein”, “hereto”, “hereunder”, “hereof”, “hereby” and similar expressions mean or refer to this Special Warrant Indenture and not to any particular Article, Section, paragraph, clause, subdivision or portion hereof and include any indenture, deed or instrument supplemental or ancillary hereto; and the expressions “Article”, “Section” and “paragraph” followed by a number mean and refer to the specified Article, Section or paragraph of this Special Warrant Indenture;

(uu) “Special Warrantholder” means the registered holder from time to time of an outstanding Special Warrant;

(vv) “Stock Exchanges” means, collectively, the TSX and the NASDAQ;

(ww) “Subscription Price” means $1,000.00 per Subscription Receipt;

(xx) “Subscription Receipt Agent” has the meaning set out in the Subscription Receipt Agreement;

(yy) “Subscription Receipt Agreement” has the meaning set out in the recitals hereto;

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(zz) “Subscription Receipts” means the subscription receipts of the Corporation issued and certified under the Subscription Receipt Agreement;

(aaa) “Subsidiary of the Corporation” means a corporation of which voting securities carrying a majority of the votes attached to all outstanding voting securities of the Corporation are owned, directly or indirectly, by the Corporation or by one or more subsidiaries of the Corporation, or by the Corporation and one or more subsidiaries of the Corporation, and, as used in this definition, voting securities means securities, other than debt securities, carrying a voting right to elect directors either under all circumstances or under some circumstances that may have occurred and are continuing;

(bbb) “Termination Date” has the meaning set out in the Subscription Receipt Agreement;

(ccc) “Trading Day” means a day on which the Stock Exchanges (or such other exchange on which the Shares are listed and which forms the primary trading market for such shares) are open for trading, and if the Shares are not listed on a stock exchange, a day on which an over-the-counter market where such shares are traded is open for business;

(ddd) “TSX” means the Toronto Stock Exchange;

(eee) “Uncertificated Special Warrant” means any Special Warrant which is not represented by a Special Warrant Certificate;

(fff) “Underwriters” means, collectively, the Lead Underwriters and National Bank Financial Inc., Scotia Capital Inc., CIBC World Markets Inc. and Echelon Wealth Partners Inc.;

(ggg) “Underwriting Agreement” means the underwriting agreement dated May 31, 2017 between the Corporation and the Underwriters in respect of the Offering;

(hhh) “United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

(iii) “Variable Voting Shares” means the variable voting shares of the Corporation listed on the TSX under the symbol “DHX.A” and NASDAQ under the symbol “DHXM”; and

(jjj) “written direction of the Corporation” and “certificate of the Corporation” and any other document required to be signed by the Corporation, means, respectively, a written direction, request, consent, certificate or other document signed in the name of the Corporation by any officer or director and may consist of one or more instruments so executed.

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1.2 Headings

The division of this Special Warrant Indenture into Articles, Sections or other subdivisions, the provision of a Table of Contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Special Warrant Indenture or the Special Warrants.

1.3 Gender

Words importing the singular number also include the plural and vice versa and words importing the masculine gender include the feminine gender.

1.4 Weekends and Holidays

If the date for the taking of any action under this Special Warrant Indenture expires on a day which is not a Business Day, such action may be taken on the next succeeding Business Day with the same force and effect as if taken within the period for the taking of such action.

1.5 Meaning of “Outstanding”

Every Special Warrant represented by a Special Warrant Certificate countersigned by the Special Warrant Agent or Uncertificated Special Warrant that has been Authenticated and delivered to the holder thereof is deemed to be outstanding until it is cancelled or delivered to the Special Warrant Agent for cancellation or until the Deemed Exercise Time. Where a new Special Warrant Certificate has been issued pursuant to Section 2.9 to replace one which has been mutilated, lost, stolen or destroyed, the Special Warrants represented by only one of such Special Warrant Certificates are counted for the purpose of determining the aggregate number of Special Warrants outstanding.

1.6 Time

Time is of the essence hereof and of each Special Warrant Certificate.

1.7 Applicable Law

This Special Warrant Indenture and each Special Warrant Certificate are subject to and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

1.8 Severability

Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under Law. In the event that any provision hereof shall be determined to be invalid, illegal or unenforceable in any respect under Law the validity, legality and enforceability of the remainder of such provision and any other provision hereof shall not be affected or impaired thereby.

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1.9 Currency

All references to currency herein are to Canadian dollars unless otherwise indicated.

1.10 Conflicts

In the event of any conflict or inconsistency between the provisions of this Special Warrant Indenture and the Special Warrant Certificates, the provisions of this Special Warrant Indenture will govern.

1.11 Schedules

The attached Schedule “A” and Schedule “B” are incorporated into and form part of this Special Warrant Indenture.

Article 2
ISSUE AND PURCHASE OF SPECIAL WARRANTS

2.1 Creation, Form and Terms of Special Warrants

(a) The Corporation hereby creates and authorizes for issuance 140,000 Special Warrants.

(b) The Special Warrants will be issued at the Release Time on the Release Date upon the automatic conversion of the Subscription Receipts in accordance with the Subscription Receipt Agreement to the holders of the Subscription Receipts on a “one-for-one” basis.

(c) The Special Warrants shall be executed by the Corporation and certified by, or on behalf of, the Special Warrant Agent upon the written order of the Corporation and delivered by the Special Warrant Agent to the Corporation in accordance with the written direction of the Corporation.

(d) Each Special Warrant shall entitle the holder thereof to acquire, upon the deemed exercise thereof, $1,000 principal amount of Convertible Debentures without the payment of additional consideration; and

(e) Subject to the provisions hereof, the Special Warrants issued under this Special Warrant Indenture are limited in the aggregate to 140,000 Special Warrants.

2.2 Form of Warrants, Certificated Warrants

The Special Warrants may be issued in both certificated and uncertificated form. All Special Warrants issued in certificated form shall be evidenced by a Special Warrant Certificate (including all replacements issued in accordance with this Special Warrant Indenture), substantially in the form set out in Schedule “A” hereto, which shall be dated as of the Release Date, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Special Warrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. All Special Warrants issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Special Warrantholders to be maintained by the Special Warrant Agent.

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2.3 Book Entry Only Warrants

(a) Registration of beneficial interests in and transfers of Special Warrants held by the Depository shall be made only through the book entry registration system and no Special Warrant Certificates shall be issued in respect of such Special Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided herein, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Special Warrants registered in their names and shall not receive or be entitled to receive Special Warrants in definitive form or to have their names appear in the register. Notwithstanding any terms set out herein, Special Warrants having any legend set forth in Section 2.4(g) herein and held in the name of the Depository may only be held in the form of Uncertificated Special Warrants with the prior consent of the Special Warrant Agent and in accordance with the Internal Procedures of the Special Warrant Agent.

(b) Notwithstanding any other provision in this Special Warrant Indenture, no CDS Global Warrants may be exchanged for Special Warrants registered, and no transfer of any CDS Global Warrants may be registered in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:

(i) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;

(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;

(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;

(iv) the Corporation determines that the Special Warrants shall no longer be held as Book Entry Only Warrants through the Depository;

(v) such right is required by Law, as determined by the Corporation and the Corporation’s Counsel;

(vi) the Special Warrant is to be Authenticated to or for the account or benefit of a person in the United States; or

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(vii) such registration is effected in accordance with the internal procedures of the Depository and the Special Warrant Agent;

following which, Special Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Special Warrants or their nominees as directed by the holder. The Corporation shall provide an Officer’s Certificate giving notice to the Special Warrant Agent of the occurrence of any event outlined in this Section.

(c) Every Special Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Special Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.

(d) Notwithstanding anything to the contrary in this Special Warrant Indenture, a CDS Global Warrant will be issued as an Uncertificated Special Warrant, unless otherwise requested in writing by the Depository or the Corporation.

(e) The rights of beneficial owners of Special Warrants who hold securities entitlements in respect of the Special Warrants through the book entry registration system shall be limited to those established by Law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Special Warrants who hold securities entitlements in respect of the Special Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.

(f) Notwithstanding anything herein to the contrary, neither the Corporation nor the Special Warrant Agent nor any agent thereof shall have any responsibility or liability for:

(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Special Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Special Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);

(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or

(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.

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(g) The Corporation may terminate the application of this Section in its sole discretion in which case all Special Warrants shall be evidenced by Special Warrant Certificates registered in the name of a person other than the Depository.

2.4 Special Warrant Certificate

(a) For Special Warrants issued in certificated form, the form of certificate representing Special Warrants shall be substantially as set out in Schedule “A” hereto or such other form as is authorized from time to time by the Special Warrant Agent. Each Special Warrant Certificate shall be Authenticated manually on behalf of the Special Warrant Agent. Each Special Warrant Certificate shall be signed by at least one duly authorized signatory of the Corporation, whose signature shall appear on the Special Warrant Certificate and may be printed, lithographed or otherwise mechanically reproduced thereon and, in such event, certificates so signed are as valid and binding upon the Corporation as if it had been signed manually. Any Special Warrant Certificate which has two signatures as hereinbefore provided shall be valid, and the Special Warrantholder entitled to the benefits, notwithstanding that one or more of the persons whose signature is printed, lithographed or mechanically reproduced no longer holds office at the date of issuance of such certificate. The Special Warrant Certificates may be engraved, printed or lithographed, or partly in one form and partly in another, as the Corporation, with the approval of the Special Warrant Agent, may determine.

(b) The Special Warrant Agent shall Authenticate Uncertificated Special Warrants (whether upon original issuance, exchange, registration of transfer, partial payment or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Special Warrants under this Special Warrant Indenture. Such Authentication shall be conclusive evidence that such Uncertificated Special Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Special Warrant Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Special Warrants with respect to which this Special Warrant Indenture requires the Special Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any other time the register at the later time shall be controlling, absent manifest error and such Uncertificated Special Warrants are binding on the Corporation.

(c) No Special Warrant shall be considered issued and shall be valid or obligatory or shall entitle the holder thereof to the benefits of this Special Warrant Indenture until it has been Authenticated by the Special Warrant Agent.

(d) No Special Warrant Certificate shall be considered issued and Authenticated or, if Authenticated, shall be obligatory or shall entitle the holder thereof to the benefits of this Special Warrant Indenture, until it has been Authenticated by manual signature by or on behalf of the Special Warrant Agent. Such Authentication on any such Special Warrant Certificate shall be conclusive evidence that such Special Warrant Certificate is duly Authenticated and is valid and a binding obligation of the Corporation and that the holder is entitled to the benefits of this Special Warrant Indenture.

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(e) No Uncertificated Special Warrant shall be considered issued and shall be obligatory or shall entitle the holder thereof to the benefits of this Special Warrant Indenture, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Special Warrant. Such entry on the register of the particulars of an Uncertificated Special Warrant shall be conclusive evidence that such Uncertificated Special Warrant is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Special Warrant Indenture.

(f) The Authentication by the Special Warrant Agent of any Special Warrants whether by way of entry on the register or otherwise shall not be construed as a representation or warranty by the Special Warrant Agent as to the validity of this Special Warrant Indenture or such Special Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Special Warrant Indenture and the Special Warrant Agent shall in no respect be liable or answerable for the use made of the Special Warrants or any of them or the proceeds thereof. Authentication by the Special Warrant Agent shall be conclusive evidence as against the Corporation that the Special Warrants so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Special Warrant Indenture.

(g) Each CDS Global Warrant originally issued in Canada and held by the Depository, and each CDS Global Warrant issued in exchange therefor or in substitution thereof shall bear or be deemed to bear the following legend or such variations thereof as the Corporation may prescribe from time to time:

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO DHX MEDIA LTD. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS, OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS, HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”

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2.5 Transferability and Ownership of Special Warrants

(a) The Corporation hereby appoints the Special Warrant Agent as registrar of the Special Warrants and shall cause the Special Warrant Agent to keep at its Toronto office set forth in Section 8.1(b) a register in which the Special Warrant Agent shall enter the names and addresses of the Special Warrantholders, and the number of Special Warrants, and other particulars, prescribed by law, of the Special Warrants held by them, together with a record of transfers in which particulars of all transfers of Special Warrants will be recorded. The Special Warrant Agent shall cause the register to be open at all reasonable times for inspection by the Corporation, the Underwriters and any Special Warrantholder and upon payment to the Special Warrant Agent of its reasonable fees. Any Special Warrantholder exercising such right of inspection shall first provide an affidavit in form satisfactory to the Corporation and the Special Warrant Agent stating the name and address of the Special Warrantholder and agreeing not to use the information therein except in connection with (i) an effort to call a meeting of Special Warrantholders or to influence the voting of Special Warrantholders at any meeting of Special Warrantholders; (ii) an offer to acquire securities of the Corporation or (iii) any other matter relating to the affairs of the Corporation.

(b) Once an Uncertificated Special Warrant has been Authenticated, the information set forth in the register with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper instructions to the Special Warrant Agent from the holder as provided herein, except that the Special Warrant Agent may act unilaterally to make purely administrative changes internal to the Special Warrant Agent and changes to correct errors. Each person who becomes a holder of an Uncertificated Special Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably (i) consented to the foregoing authority of the Special Warrant Agent to make such minor error corrections and (ii) agreed to pay to the Special Warrant Agent, promptly upon written demand, the full amount of all loss and expense (including without limitation reasonable legal fees of the Corporation and the Special Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Special Warrant Agent), sustained by the Corporation or the Special Warrant Agent as a proximate result of such error if but only if and only to the extent that such present or former holder realized any benefit as a result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the Special Warrant Agent; provided, that no person who is a bona fide purchaser shall have any such obligation to the Corporation or to the Special Warrant Agent.

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(c) The Special Warrant Certificates may only be transferred by the Special Warrantholder (or its legal representatives or its attorney duly appointed), in accordance with Law and upon compliance with the conditions herein, on the register kept at the office of the Special Warrant Agent pursuant to Section 2.5(a) by delivering to the Special Warrant Agent’s Toronto office a duly executed Form of Transfer attached as Appendix “1” to the Special Warrant Certificate and complying with such other reasonable requirements as the Corporation and the Special Warrant Agent may prescribe and such transfer shall be duly noted on the register by the Special Warrant Agent. In the case of Uncertificated Special Warrants the Special Warrants may only be transferred, in accordance with the procedures of the Depositary under its book entry registration system. All other transfers and exchanges of beneficial interests in CDS Global Warrants to another CDS Global Warrant, the transferor of such beneficial interest must deliver to the Special Warrant Agent either (A) (1) a written order and Appendix “1” from a Participant or a beneficial holder, in each case, given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another CDS Global Warrant in an amount equal to the beneficial interest to be transferred or exchanged, and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase. If any beneficial interest in a CDS Global Warrant is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another CDS Global Warrant, the principal amount of Special Warrants represented by such CDS Global Warrant shall be reduced accordingly by the Special Warrant Agent or by the Depositary under its book entry registration system pursuant to Applicable Procedures to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another CDS Global Warrant such other CDS Global Warrant shall be increased accordingly in accordance with Applicable Procedures by the Trustee or by the Depositary under its book entry registration system to reflect such increase at the direction of the Corporation upon satisfaction of all requirements for transfer or exchange in beneficial interest in CDS Global Warrants contained in this Special Warrant Indenture or otherwise applicable under the 1933 Act.

(d) Notwithstanding anything contained in this Special Warrant Indenture, in the Special Warrant Certificate or in any subscription agreements under which Special Warrants were issued and sold, the Special Warrant Agent, relying solely on the Form of Transfer or such other reasonable requirements as the Corporation and Special Warrant Agent may prescribe pursuant to Section 2.5(b) or this Section shall not register any transfer of a Special Warrant unless the transfer is made in compliance with this Section.

(e) The Corporation shall direct the Special Warrant Agent as to matters related to the applicable hold periods and applicable securities legislation. The Special Warrant Agent shall have no obligation to ensure or verify compliance with any Law or regulatory requirements on the issue, exercise or transfer of any Special Warrants or any Convertible Debentures or other securities issuable upon the deemed exercise of any Special Warrants. The Special Warrant Agent shall be entitled to process all proffered transfers and exercises of Special Warrants upon the presumption that such transfers or exercises are permissible pursuant to all Law and regulatory requirements and the terms of this Special Warrant Indenture. The Special Warrant Agent may assume for the purposes of this Special Warrant Indenture that the address on the register of Special Warrantholders of any Special Warrantholder is the Special Warrantholder’s actual address and is also determinative of the Special Warrantholder’s residency and that the address of any transferee to whom any Special Warrants or any Convertible Debentures are to be registered, as shown on the transfer document, is the transferee’s actual address and is also determinative of the transferee’s residency.

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(f) Upon any transfer of Special Warrants in accordance with the provisions of this Special Warrant Indenture, the Corporation shall covenant and agree with the Special Warrant Agent, on behalf of the transferee holder and with the transferee holder, that the transferee holder is a permitted assignee of the transferring holder, subject to the restrictions and limitations described hereunder. Should a holder of Special Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, the Special Warrant Agent shall not be responsible for ensuring the Special Warrants or the exercise of Special Warrants is cancelled and a refund of the holder’s funds is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation shall instruct the Special Warrant Agent in writing, to cancel the Special Warrants or exercise transaction and any Convertible Debentures on the register, which may have already been issued upon the Special Warrant exercise.

(g) A person who furnishes evidence that he is, to the reasonable satisfaction of the Special Warrant Agent:

(i) the executor, administrator, heir or legal representative of the heirs of the estate of a deceased Special Warrantholder;

(ii) a guardian, committee, trustee, curator or tutor representing a Special Warrantholder who is an infant, an incompetent person or a missing person; or

(iii) a liquidator or a trustee in bankruptcy for a Special Warrantholder,

may, as hereinafter stated, by surrendering such evidence together with the Special Warrant Certificate in question to the Special Warrant Agent (by delivery or mail as set forth in Section 8.1 hereof), and subject to such reasonable requirements as the Special Warrant Agent may prescribe and all applicable securities legislation and requirements of regulatory authorities, become noted upon the register of Special Warrantholders. After receiving the surrendered Special Warrant Certificate and upon the person surrendering the Special Warrant Certificate meeting the requirements as hereinbefore set forth, the Special Warrant Agent shall forthwith give written notice thereof together with confirmation as to the identity of the person entitled to become the holder to the Corporation. Forthwith after receiving written notice from the Special Warrant Agent as aforesaid, the Corporation shall cause a new Special Warrant Certificate to be issued and sent to the new holder and the Special Warrant Agent shall alter the register of holders accordingly.

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(h) The Corporation and the Special Warrant Agent shall deem and treat the registered holder of any Special Warrant as the absolute legal and beneficial owner thereof for all purposes, free from all equities or rights of set off or counterclaim between the Corporation and any previous holder of such Special Warrant, save in respect of equities of which the Corporation is required to take notice by statute or by order of a court of competent jurisdiction, and neither the Corporation nor the Special Warrant Agent is affected by any notice to the contrary.

(i) Subject to the provisions of this Special Warrant Indenture and Law, each Special Warrantholder is entitled to the rights and privileges attaching to the Special Warrants, and the issue of the Convertible Debentures by the Corporation on the deemed exercise of Special Warrants in accordance with the terms and conditions herein contained discharges all responsibilities of the Corporation and the Special Warrant Agent with respect to such Special Warrants and neither the Corporation nor the Special Warrant Agent is bound to inquire into the title of any such registered holder.

(j) A reasonable charge will be levied on a presenter of a Special Warrant Certificate pursuant to this Special Warrant Indenture for the transfer of any Special Warrant. Either the Special Warrantholder or the Corporation will assume this charge.

(k) Notwithstanding any other provision of this Section 2.5, in connection with any transfer of Special Warrants, the transferor and transferee shall comply with all reasonable requirements of the Special Warrant Agent as the Special Warrant Agent may deem necessary to secure the obligations of the transferee of such Special Warrants with respect to such transfer.

2.6 Special Warrantholders Not Shareholders

A Special Warrantholder is not deemed or regarded as a shareholder of the Corporation nor is such Special Warrantholder entitled to any right or interest except as is expressly provided in this Special Warrant Indenture and on the Special Warrant Certificates.

2.7 Signing of Special Warrants

Any one director or officer of the Corporation shall sign a Special Warrant Certificate either manually or by facsimile signature. A facsimile signature upon any Special Warrant Certificate is, for all purposes hereof, deemed to be the signature of the person whose signature it purports to be and to have been signed at the time such facsimile signature is reproduced. If a person whose signature, either manually or in facsimile, appears on a Special Warrant Certificate is not a director or officer of the Corporation at the date of this Special Warrant Indenture or at the date of the countersigning and delivery of such Special Warrant Certificate, such fact does not affect in any way the validity of the Special Warrants or the entitlement of the Special Warrantholder to the benefits of this Special Warrant Indenture or of the Special Warrant Certificate.

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2.8 Countersigning

The Special Warrant Agent shall countersign Special Warrant Certificates and Authenticate Uncertificated Special Warrants upon the written direction of the Corporation. No Special Warrant Certificate shall be issued, or if issued, is valid or exercisable or entitles the holder thereof to the benefits of this Special Warrant Indenture until the Special Warrant Certificate has been manually countersigned by the Special Warrant Agent or the Uncertificated Special Warrant has been Authenticated by the Special Warrant Agent, as the case may be. The countersignature or Authentication by or on behalf of the Special Warrant Agent will be conclusive evidence as against the Corporation that the Special Warrant Certificate so countersigned or Uncertificated Special Warrant so Authenticated has been duly issued hereunder and that the holder is entitled to the benefit hereof. The countersignature by or on behalf of the Special Warrant Agent on any Special Warrant Certificate or the Authentication of any Uncertificated Special Warrant by or on behalf of the Special Warrant Agent is not to be construed as a representation or warranty by the Special Warrant Agent as to the validity of this Special Warrant Indenture or of the Special Warrants or as to the performance by the Corporation of its obligations under this Special Warrant Indenture and the Special Warrant Agent is in no way liable or answerable for the use made of the Special Warrants or the proceeds from the issuance thereof, except as specified by this Special Warrant Indenture. The countersignature or Authentication, as the case may be, by or on behalf of the Special Warrant Agent is only a representation and warranty of the Special Warrant Agent that the Special Warrant Certificate has been duly countersigned by or on behalf of the Special Warrant Agent or the Uncertificated Special Warrant has been duly Authenticated by or on behalf of the Special Warrant Agent pursuant to the provisions of this Special Warrant Indenture.

2.9 Loss, Mutilation, Destruction or Theft of Special Warrants

In case any of the Special Warrant Certificates issued and countersigned hereunder is mutilated or lost, destroyed or stolen, the Corporation, in its discretion, may issue and thereupon the Special Warrant Agent will countersign and deliver a new Special Warrant Certificate of like date and tenor in exchange for and in place of the one mutilated, lost, destroyed or stolen and upon surrender and cancellation of such mutilated Special Warrant Certificate or in lieu of and in substitution for such lost, destroyed or stolen Special Warrant Certificate and the substituted Special Warrant Certificate entitles the holder thereof to the benefits hereof and ranks equally in accordance with its terms with all other Special Warrants issued hereunder.

The Special Warrantholder applying for the issue of a new Special Warrant Certificate pursuant to this Section shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Corporation and the Special Warrant Agent such evidence of ownership and of the loss, destruction or theft of the Special Warrant Certificate so lost, destroyed or stolen as is satisfactory to the Corporation and the Special Warrant Agent in their discretion. The Corporation and the Special Warrant Agent may also, as a condition precedent to issuing a new Special Warrant Certificate, require such applicant to furnish an indemnity and surety bond in amount and form satisfactory to the Corporation and Special Warrant Agent in their discretion, and the applicant shall pay the reasonable charges of the Corporation and the Special Warrant Agent in connection therewith.

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2.10 Exchange of Special Warrants

A Special Warrantholder may at any time prior to the Deemed Exercise Time, by written instruction delivered to the Special Warrant Agent at the office of the Special Warrant Agent set forth in Section 8.1, exchange his Special Warrant Certificates for Special Warrant Certificates evidencing Special Warrants in other denominations entitling the Special Warrantholder to acquire in the aggregate the same number of Convertible Debentures to which it was entitled to acquire under the Special Warrant Certificates so surrendered, in which case the Special Warrant Agent may make a charge sufficient to reimburse it for any government fees or charges required to be paid and such reasonable fees as the Special Warrant Agent may determine for every Special Warrant Certificate issued upon exchange. The Special Warrantholder surrendering such Special Warrant Certificate shall bear such fee and charge. Payment of the charges is a condition precedent to the exchange of the Special Warrant Certificate. The Corporation shall sign and the Special Warrant Agent shall countersign all Special Warrant Certificates necessary to carry out exchanges as aforesaid.

Special Warrant Certificates exchanged for Special Warrant Certificates that bear the legends set forth in section 4.6 shall bear the same legend.

2.11 Ranking

All Special Warrants will have the same attributes and rank pari passu regardless of the date of actual issue.

2.12 Purchase of Special Warrants for Cancellation

Subject to Law, the Corporation may, at any time or from time to time, purchase all or any of the Special Warrants in the market, by private contract or otherwise, on such terms as the Corporation may determine. Any such purchase shall be made at the lowest price or prices at which, in the opinion of the directors, such Special Warrants are then obtainable plus reasonable costs of purchase. The Special Warrant Certificates representing the Special Warrants purchased hereunder by the Corporation shall, immediately following purchase, be delivered to and cancelled by the Special Warrant Agent and no Special Warrants shall be issued in substitution therefor. In the case of Uncertificated Warrants, the Special Warrants purchased pursuant to this Section 2.12 shall be reflected accordingly on the register of the Special Warrants and in accordance with procedures prescribed by the Depository under the book entry registration system. No Special Warrants shall be issued in replacement thereof.

2.13 Cancellation of Surrendered Special Warrants

All Special Warrants Certificates surrendered pursuant to Article 4 shall be cancelled by the Special Warrant Agent and upon such circumstances all such Uncertificated Warrants shall be deemed cancelled and so noted on the register by the Special Warrant Agent.

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Article 3
COVENANTS OF THE CORPORATION

So long as any Special Warrants remain outstanding, the Corporation represents, warrants, covenants and agrees with the Special Warrant Agent for the benefit of the Special Warrant Agent and Special Warrantholders as follows:

3.1 To Issue Special Warrants and Create Convertible Debentures

That it is duly authorized to create, issue and sell the Special Warrants and that the Special Warrant Certificates, when issued and countersigned by the Special Warrant Agent, and each Uncertificated Special Warrant that has been Authenticated by the Special Warrant Agent will be valid and enforceable against the Corporation in accordance with their terms and the terms of this Special Warrant Indenture and that the Corporation has authorized the creation for issuance and sale of $140,000,000 aggregate principal amount of Convertible Debentures, being that aggregate principal amount of Convertible Debentures issuable upon the deemed exercise of Special Warrants in accordance with the terms of this Special Warrant Indenture.

3.2 To Execute Further Assurances

That it shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as may reasonably be required for the better accomplishing and effecting of the intentions and provisions of this Special Warrant Indenture.

3.3 To Carry On Business

That subject to the express provisions hereof the Corporation or any Subsidiary of the Corporation may cease to operate or may dispose of any business, premises, property, assets or operation if in the opinion of the directors or officers of the Corporation or any Subsidiary of the Corporation, as the case may be, it would be advisable and in the best interests of the Corporation or any Subsidiary of the Corporation, as the case may be, to do so, and, subject to the express provisions hereof, it shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, provided, however, that nothing herein contained shall prevent any winding-up or liquidation of the Corporation or any Subsidiary of the Corporation or the abandonment of any rights and franchises of the Corporation or any Subsidiary of the Corporation or any corporate reorganization, amalgamation, consolidation, merger, sale, or take-over bid or other business combination from being completed by the Corporation or any Subsidiary of the Corporation in accordance with applicable corporate and securities laws (and none of which are presently contemplated by the Corporation at the date hereof) if, in the opinion of the directors or officers of the Corporation or any Subsidiary of the Corporation, as the case may be, it is advisable and in the best interest of the Corporation or of such Subsidiary of the Corporation to do so.

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3.4 Reporting Issuer

That the Corporation is presently a reporting issuer in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador, and will use its best efforts to maintain its status in such jurisdictions and make all requisite filings under applicable Canadian securities legislation and stock exchange rules to report the exercise of the right to acquire Convertible Debentures pursuant to the deemed exercise of the Special Warrants.

3.5 No Breach of Constating Documents

That the issue and sale of the Special Warrants and the issue of the Convertible Debentures do not or will not conflict with any of the terms, conditions or provisions of the constating documents of the Corporation or the articles or resolutions of the Corporation or any trust indenture, loan agreement or any other agreement or instrument to which the Corporation or any Subsidiary of the Corporation is contractually bound as of the date of this Special Warrant Indenture.

3.6 Filing Prospectus and Related Matters

The Corporation shall, in accordance with the terms of the Underwriting Agreement, use all reasonable commercial efforts to file a Prospectus or the Prospectus Supplement.

3.7 Notices to Special Warrant Agent

That upon completion of the filing of the Prospectus or the Prospectus Supplement, as contemplated in Section 3.6, the Corporation shall forthwith, and in any event not later than the first Business Day thereafter give written notice to the Special Warrant Agent and the Lead Underwriters, on behalf of the Underwriters, of the filing of the Prospectus or the Prospectus Supplement, as applicable, and the date upon which the Special Warrants will be deemed to be exercised (the “Exercise Notice”).

3.8 Securities Qualification Requirements

That, if any instrument is required to be filed with or any permission, order or ruling is required to be obtained from the Securities Regulators or any other step is required under any federal or provincial law of the Designated Provinces before any securities or property which a Special Warrantholder is entitled to receive pursuant to the deemed exercise of a Special Warrant may properly and legally be delivered upon the deemed exercise of a Special Warrant, the Corporation covenants that it shall use its commercially reasonable efforts to make such filing, obtain such permission, order or ruling and take all such action, at its expense, as is required or appropriate in the circumstances.

3.9 Maintain Listing

That the Corporation will use its commercially reasonable efforts to both maintain the listing of the Shares which are outstanding on the Stock Exchanges and ensure that, on the Qualification Date, (i) the Convertible Debentures and the Shares issuable on the due conversion of the Convertible Debentures will be approved for listing and trading on the TSX, and (ii) the Variable Voting Shares issuable on the due conversion of the Convertible Debentures will be approved for listing and trading on the NASDAQ.

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3.10 Satisfy Covenants

That the Corporation will comply with all covenants and satisfy all terms and conditions on its part to be performed and satisfied under this Special Warrant Indenture and advise the Special Warrant Agent promptly in writing of any default under the terms of this Special Warrant Indenture.

3.11 Performance of Covenants by Special Warrant Agent

If the Corporation shall fail to perform any of its covenants contained in this Special Warrant Indenture and the Corporation has not rectified such failure within 10 Business Days after receiving notice of such failure by the Special Warrant Agent, the Special Warrant Agent may notify the Special Warrantholders of such failure on the part of the Corporation or may itself perform any of the covenants capable of being performed by it, but shall be under no obligation to perform said covenants or to notify the Special Warrantholders of such performance by it. No such performance, expenditure or advance by the Special Warrant Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants herein contained.

3.12 Special Warrant Agent’s Remuneration and Expenses

The Corporation will pay the Special Warrant Agent from time to time such reasonable remuneration for its services hereunder as may be agreed upon between the Corporation and the Special Warrant Agent and will pay or reimburse the Special Warrant Agent upon its request for all reasonable expenses and disbursements and advances properly incurred or made by the Special Warrant Agent in the administration or execution of the trusts hereby created (including the reasonable compensation and disbursements of its Counsel and all other advisers and assistants not regularly in its employ), both before any default hereunder and thereafter until all duties of the Special Warrant Agent hereunder shall be finally and fully performed, except any such expense, disbursement, or advance as may arise from the gross negligence, wilful misconduct or fraud of the Special Warrant Agent. Any amount owing hereunder and remaining unpaid after 30 Business Days from the invoice date will bear interest at the then current rate charged by the Special Warrant Agent against unpaid invoices and shall be payable upon demand. This Section shall survive the resignation of the Special Warrant Agent and/or the termination of this Special Warrant Indenture.

3.13 Trust for Special Warrantholders’ Benefit

The covenants of the Corporation to the Special Warrant Agent provided for in this Special Warrant Indenture shall be held in trust by the Special Warrant Agent for the benefit of the Special Warrantholders.

3.14 Payment of Commissions

The Corporation will not pay or give any commission or other remuneration within the meaning of Section 3(a)(9) of the 1933 Act to any person, directly or indirectly, for soliciting the exchange of the Special Warrants.

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3.15 Contractual Right of Rescission

The Corporation covenants with the Special Warrant Agent to provide a right of rescission to each Special Warrantholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder directly.

The Corporation has agreed that in the event that a holder of a Special Warrant who acquires Convertible Debentures upon exercise of the Special Warrants is or becomes entitled under applicable securities laws to the remedy of rescission by reason of a misrepresentation in the Prospectus or the Prospectus Supplement filed by the Corporation in connection herewith or any amendment, qualifying the distribution of the Convertible Debentures to be issued on exercise of the Special Warrants and the Shares issuable upon conversion of the Convertible Debentures in the Designated Provinces, such holder shall be entitled, subject to available defences and any limitation period under applicable securities laws, to rescission not only of the holder’s exercise of its Special Warrants but also of the private placement transaction pursuant to which the Subscription Receipts were initially acquired (i.e. the Offering), and shall be entitled in connection with such rescission to a full refund of all consideration paid to the Corporation on the acquisition of the Subscription Receipts. In the event that such holder is a permitted assignee of the interest of the original purchaser of the Subscription Receipts, such permitted assignee shall be permitted to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original purchaser. The foregoing right, which is extended by the Corporation in respect of the Subscription Receipts issued by the Corporation pursuant to accepted subscriptions at the Closing Time, is in addition to any other right or remedy available to a holder of Special Warrants under applicable securities laws, or otherwise at law, and is subject to the defences and limitations described under such securities laws.

Should a holder of Special Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, and the holder’s funds which were paid on purchase of the Subscription Receipts have already been released to the Corporation by the Special Warrant Agent, in its capacity as Subscription Receipt Agent, the Special Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the Special Warrant Agent of any Convertible Debentures or underlying Shares that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Agent in writing, to cancel the exercise transaction and any such Convertible Debentures or underlying Shares on the register, which may have already been issued upon the Special Warrant exercise. The Special Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this section, nor shall the Special Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Agent for distribution to the holder, the Special Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Special Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such funds.

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Article 4
EXERCISE AND CANCELLATION OF SPECIAL WARRANTS

4.1 Notice of Deemed Exercise to Special Warrantholders

Upon receipt of written notice from the Corporation in accordance with Section 3.7, the Special Warrant Agent shall give written notice, in the form to be provided by the Corporation to the Special Warrant Agent, to each holder of a Special Warrant (in the form to be provided by the Corporation to the Special Warrant Agent) concurrently with delivery of the certificates or other evidence of ownership representing the Convertible Debentures in accordance with Section 4.2.

4.2 Deemed Exercise of Special Warrants

Special Warrants will be deemed to have been exercised immediately prior to the Deemed Exercise Time and surrendered by the Special Warrantholders without any further action on the part of the Special Warrantholders. In that event, the Special Warrant Agent shall, (i) in respect of the CDS Global Warrants, immediately deliver in uncertificated form to the Depository through the book entry registration system, the Convertible Debentures issued upon the deemed exercise of the Special Warrants and the Corporation will direct the Depository to receive the Convertible Debentures through the book entry only system; and (ii) in respect of the Special Warrant Certificates, mail within three Business Days, one or more certificates representing the Convertible Debentures issued upon the deemed exercise of the Special Warrants, registered in the name of the Special Warrantholders, to the addresses of the Special Warrantholders as specified in the register for the Special Warrants or to such address as the Corporation or Special Warrantholder may specify in writing to the Special Warrant Agent prior to the Deemed Exercise Time.

4.3 Effect of Exercise of Special Warrants

(a) Subject to subsection (b), on the deemed exercise of a Special Warrant, the Corporation shall cause to be issued to (i) in respect of Special Warrants that are not CDS Global Warrants, the person or persons in whose name or names the Convertible Debentures so subscribed for are to be issued as specified in the Subscription Agreement, or (ii) in respect of CDS Global Warrants, the Depository, the number of Convertible Debentures to be issued to such person or persons and such person or persons shall become a Convertible Debentureholder of the Corporation in respect of the Convertible Debentures with effect from the date on which the Special Warrant is exercised and shall be entitled to delivery of certificates evidencing the Convertible Debentures, and the Corporation shall cause the certificates, or in the case of Convertible Debentures issued under the book entry registration system, any other appropriate evidence of the issuance of Convertible Debentures to be mailed by insured mail or delivered as specified to such person or persons at the address or addresses specified in the Subscription Agreement, as the case may be, within three Business Days of the date on which the Special Warrant is deemed to be exercised.

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(b) Upon any deemed exercise of the Special Warrants and issuance of Convertible Debentures, the registered holder of the Convertible Debentures so issued is deemed to have received the notice provided in Schedule “B” hereof.

4.4 Special Warrants Void After Exercise Time

After the deemed exercise of a Special Warrant as provided in this Article 4, the holder of a Special Warrant Certificate representing the Special Warrant so exercised no longer has any rights either under this Special Warrant Indenture or the Special Warrant Certificate, other than, the right to receive certificates or other evidence of ownership as provided herein representing the Convertible Debentures and the Special Warrant is void and of no value or effect.

4.5 Accounting and Recording

The Special Warrant Agent shall record the particulars of the Special Warrants exercised which include the name or names and addresses of the persons who become holders of Convertible Debentures on deemed exercise pursuant to this Article 4 and the number of Convertible Debentures issued.

4.6 Legending of Special Warrants

(a) All Special Warrants and all securities issued in exchange therefor or in substitution thereof prior to the earlier of the Qualification Date and the date which is four months and one day following the Closing Date (and all certificates issued in exchange therefor or in substitution thereof, as applicable) will have the following legends endorsed thereon:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 1, 2017.”

and, if applicable in accordance with the policies of the TSX:

“WITHOUT PRIOR WRITTEN APPROVAL OF THE TORONTO STOCK EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TORONTO STOCK EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL OCTOBER 1, 2017.”

The Special Warrant Agent shall be entitled to request any other documents that it may require in accordance with its internal policies of the removal of the legend set forth above.

Notwithstanding any other provisions of this Agreement, in processing and registering transfers of Special Warrants, no duty or responsibility whatsoever shall rest upon the Special Warrant Agent to determine the compliance by any transferor or transferee with the terms of the legend contained in this subsection 4.6, or with the relevant securities laws or regulations, and the Special Warrant Agent shall be entitled to assume that all transfers are legal and proper.

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Article 5
MEETINGS OF SPECIAL WARRANTHOLDERS

5.1 Definitions

In this Article 5 or otherwise in this Special Warrant Indenture:

(a) “Adjourned Meeting” means a meeting adjourned in accordance with Section 5.8;

(b) “Extraordinary Resolution” means a resolution proposed to be passed as an extraordinary resolution at a Meeting duly convened for that purpose and held in accordance with the provisions of this Article 5, and carried by not less than 66 2/3% of the votes cast on such resolution; and

(c) “Meeting” means a meeting of the Special Warrantholders in respect of any resolution including an Extraordinary Resolution.

5.2 Convening Meetings

The Special Warrant Agent or the Corporation may convene a Meeting at any time at the expense of the Corporation. Upon receipt of a written requisition signed in one or more counterparts by Special Warrantholders holding not less than 25% of the aggregate number of the then outstanding Special Warrants, the Special Warrant Agent or the Corporation shall convene a Meeting, provided that, in the case of the Special Warrant Agent, it has been indemnified and funded to its reasonable satisfaction by the Corporation or the Special Warrantholders for the costs of convening and holding a Meeting. If the Special Warrant Agent or the Corporation fails to convene the Meeting within 15 Business Days after being duly requisitioned to do so and indemnified and funded as aforesaid, the Special Warrantholders holding not less than 25% of the aggregate number of the then outstanding Special Warrants may themselves convene a Meeting, the notice for which must be signed by a person that those Special Warrantholders specify, provided that the Special Warrant Agent and Corporation receive notice of the Meeting in accordance with Section 5.4. A written requisition must state, generally, the reason for the Meeting and business to be transacted at the Meeting.

5.3 Place of Meeting

Every Meeting must be held in Toronto, Ontario or at such other place that the Special Warrant Agent and Corporation approve, at a location specified by the Corporation.

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5.4 Notice

The Special Warrant Agent or the Corporation, as the case may be, shall give written notice of each Meeting to each Special Warrantholder, the Special Warrant Agent (unless the Meeting has been called by the Special Warrant Agent) and the Corporation (unless the Meeting has been called by the Corporation) in the manner specified in Article 8 at least 10 calendar days before the date of the Meeting. The Special Warrant Agent shall give written notice of each Adjourned Meeting to each Special Warrantholder in the manner specified in Article 8 at least seven calendar days before the date of the Adjourned Meeting. The notice for a Meeting must state the time and place of the Meeting and, generally, the reason for the Meeting and the business to be transacted at the Meeting, together with such additional information as may be required to sufficiently inform the Special Warrantholders regarding the business to be transacted at the Meeting. The notice for an Adjourned Meeting must state the time and place of the Adjourned Meeting but need not specify the business to be transacted at an Adjourned Meeting. The accidental omission by the Special Warrant Agent or the Corporation, as the case may be, to give notice of a Meeting or an Adjourned Meeting to a Special Warrantholder does not invalidate a resolution passed at a Meeting or Adjourned Meeting.

5.5 Persons Entitled to Attend

The Corporation may and the Special Warrant Agent shall, each by its authorized representatives including directors, officers, employees, and agents, attend every Meeting and Adjourned Meeting but neither the Corporation nor the Special Warrant Agent has the right to vote unless they are acting in their capacity as a Special Warrantholder or a proxy for a Special Warrantholder. The legal advisors of the Corporation, the Special Warrant Agent, and any Special Warrantholders, respectively, may also attend a Meeting or Adjourned Meeting but do not have the right to vote, unless they have the right to vote as a Special Warrantholder.

5.6 Quorum

Subject to the provisions of Section 5.18, a quorum for a Meeting shall consist of two or more persons present in person and owning or representing by proxy, not less than 25% of the aggregate number of the then outstanding Special Warrants.

5.7 Chairman

The Special Warrant Agent shall nominate a natural person as the chairman of a Meeting or Adjourned Meeting. If the person so nominated is not present within 15 minutes after the time set for holding the Meeting or Adjourned Meeting, the Special Warrantholders present in person or represented by proxy shall choose one of their number to be chairman. The chairman may vote any Special Warrants for which he or she is the registered holder.

5.8 Power to Adjourn

The chairman of any Meeting at which a quorum of the Special Warrantholders is present may, with the consent of the Meeting, adjourn any such meeting. Notice of such adjournment will be given in accordance with Section 5.4 with such other requirements, if any, as the Meeting may prescribe.

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5.9 Adjourned Meeting

If a quorum of the Special Warrantholders shall not be present within 30 minutes from the time fixed for holding any Meeting, the Meeting, if summoned by the Special Warrantholders or on a Special Warrantholders’ request, shall be dissolved; but in any other case the Meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at a place determined in accordance with Section 5.3, and at a time specified by the chairman and no notice of the adjournment need be given. Any business may be brought before or dealt with at an Adjourned Meeting which might have been dealt with at the original Meeting in accordance with the notice calling the same. No business shall be transacted at any Meeting unless a quorum is present at the commencement of the Meeting. At the Adjourned Meeting the Special Warrantholders present in person or represented by proxy shall form a quorum and may transact the business for which the Meeting was originally convened, notwithstanding that they may not hold at least 25% of the aggregate number of the then outstanding Special Warrants.

5.10 Show of Hands

Subject to a poll and except as otherwise required herein, every question submitted to a Meeting or Adjourned Meeting, except an Extraordinary Resolution, shall be decided, in the first instance, by the majority of votes in a show of hands. If the vote is tied, the chairman does not have a casting vote and the motion will not be carried. On a show of hands, each Special Warrantholder present in person or represented by proxy and entitled to vote is entitled to one vote for every Special Warrant then outstanding of which such Special Warrantholder is the registered owner.

5.11 Poll

When requested by a Special Warrantholder acting in person or by the proxy representing the Special Warrantholder and holding in the aggregate at least 5% of the aggregate number of the then outstanding Special Warrants, and on every Extraordinary Resolution, the chairman of a Meeting or Adjourned Meeting shall request a poll on a question submitted to the Meeting. Except as otherwise required herein, if a question has been put to a poll, that question shall be decided by the affirmative vote of not less than a majority of the votes given on the poll. If the vote is tied, the motion shall not be carried. On a poll, each Special Warrantholder or person representing a Special Warrantholder by proxy shall be entitled to one vote for every Special Warrant of which he is the registered holder or of which the person being represented by proxy is the registered holder, as the case may be. A declaration made by the chairman that a resolution has been carried or lost is conclusive evidence thereof. In the case of joint registered Special Warrantholders, any one of them present in person or represented by proxy may vote in the absence of the other or others but when more than one of them is present in person or by proxy, they may only vote together in respect of the Special Warrants of which they are joint registered holders.

5.12 Regulations

Subject to the provisions of this Special Warrant Indenture, the Special Warrant Agent, or the Corporation with the approval of the Special Warrant Agent, may from time to time make and, thereafter, vary regulations not contrary to the provisions of this Special Warrant Indenture as it deems fit providing for and governing the following:

(a) setting a record date for a Meeting for determining Special Warrantholders entitled to receive notice of and vote at a Meeting;

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(b) voting by proxy, the manner in which a proxy instrument must be executed, and the production of the authority of any person signing an instrument of a proxy on behalf of a Special Warrantholder;

(c) lodging and the means of forwarding the instruments appointing proxies, and the time before a Meeting or Adjourned Meeting by which an instrument appointing a proxy must be deposited;

(d) the form of the instrument of proxy; and

(e) any other matter relating to the conduct of a Meeting.

A regulation so made is binding and effective and votes given in accordance with such a regulation shall be valid and counted. The Special Warrant Agent may permit Special Warrantholders to make proof of ownership in the manner the Special Warrant Agent approves.

5.13 Powers of Special Warrantholders

By Extraordinary Resolution passed pursuant to this Article 5, the Special Warrantholders may:

(a) agree to any modification, abrogation, alteration, compromise, or arrangement of the rights of the Special Warrantholders whether arising under this Special Warrant Indenture, or otherwise at law, including the rights of the Special Warrant Agent in its capacity as agent hereunder, subject to the consent of the Special Warrant Agent, or on behalf of the Special Warrantholders against the Corporation, which has been agreed to by the Corporation;

(b) direct and authorize the Special Warrant Agent to exercise any power, right, remedy or authority given to it by or under this Special Warrant Indenture in the manner specified in such resolution or to refrain from exercising any such power, right, remedy, or authority;

(c) direct the Special Warrant Agent to enforce any covenant or obligation on the part of the Corporation contained in this Special Warrant Indenture or to waive any default by the Corporation in compliance with any provision of this Special Warrant Indenture either unconditionally or upon any conditions specified in such resolution;

(d) assent to any change in or omission from the provisions contained in this Special Warrant Indenture or the Special Warrant Certificates or any ancillary or supplemental instrument which is agreed to by the Corporation, and to authorize the Special Warrant Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omission;

(e) without limiting the generality of Sections 5.13(a) and (c), assent to an extension of time thereunder;

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(f) with the consent of the Corporation, remove the Special Warrant Agent or its successor in office and to appoint a new registrar and agent to take the place of the Special Warrant Agent so removed;

(g) upon the Special Warrant Agent being furnished with funding and an indemnity that is, in its discretion, sufficient, require the Special Warrant Agent to enforce any covenant of the Corporation contained in this Special Warrant Indenture or the Special Warrant Certificates, or to enforce any right of the Special Warrantholders in any manner specified in such Extraordinary Resolution, or to refrain from enforcing any such covenant or right;

(h) restrain any Special Warrantholder from instituting or continuing any suit or proceeding against the Corporation for the enforcement of a covenant on the part of the Corporation contained in this Special Warrant Indenture or any of the rights conferred upon the Special Warrantholders as set out in this Special Warrant Indenture or the Special Warrant Certificates;

(i) direct a Special Warrantholder who, as such, has brought a suit, action or proceeding to stay or discontinue or otherwise deal with the same upon payment of the costs, charges, and expenses reasonably and properly incurred by such Special Warrantholder in connection therewith;

(j) subject to subsection 10.4 of this Special Warrant Indenture, waive and direct the Special Warrant Agent to waive a default by the Corporation in complying with any of the provisions of this Special Warrant Indenture or the Special Warrant Certificate either unconditionally or upon any conditions specified in such Extraordinary Resolution;

(k) assent to a compromise or arrangement with a creditor or creditors or a class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; or

(l) amend, alter, or repeal any Extraordinary Resolution previously passed pursuant to this Section 5.13.

5.14 Powers Cumulative

Any one or more of the powers or any combination of the powers in this Special Warrant Indenture stated to be exercised by the Special Warrantholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Special Warrantholder to exercise such power or combination of powers then or thereafter from time to time.

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5.15 Minutes of Meetings

The Special Warrant Agent shall make and maintain minutes and records of all resolutions and proceedings at a Meeting or Adjourned Meeting at the expense of the Corporation and shall make available those minutes and records at the office of the Special Warrant Agent for inspection by a Special Warrantholder or his authorized representative and the Underwriters at reasonable times. If signed by the chairman of the Meeting or by the chairman of the next succeeding Meeting, such minutes shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such Meeting in respect of which minutes shall have been made shall be deemed to have been duly convened and held, and all the resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.

5.16 Written Resolutions

Notwithstanding the foregoing, a written resolution or instrument signed in one or more counterparts by the Special Warrantholders holding not less than a majority of the Special Warrants outstanding in the case of an ordinary resolution, or not less than 66⅔% of the Special Warrants outstanding in the case of an Extraordinary Resolution, is deemed to be the same as, and to have the same force and effect as, an ordinary resolution or Extraordinary Resolution, as the case may be, duly passed at a Meeting or Adjourned Meeting.

5.17 Binding Effect

A resolution of the Special Warrantholders passed pursuant to this Article 5 is binding upon all Special Warrantholders. Upon the passing of a Special Warrantholders’ resolution at a meeting of the Special Warrantholders, or upon the signing of a written resolution or instrument pursuant to Section 5.16 and delivery by the Corporation to the Special Warrant Agent of an original, certified or notarial copy, or copies, of such resolution as executed or passed by the Special Warrantholders, the Special Warrant Agent is entitled to and shall give effect thereto.

5.18 Holdings by the Corporation or Subsidiaries of the Corporation Disregarded

In determining whether Special Warrantholders are present at a Meeting for the purpose of determining a quorum or have concurred in any consent, waiver, resolution, Extraordinary Resolution or other action under this Special Warrant Indenture, Special Warrants owned legally or beneficially by the Corporation or any Subsidiary of the Corporation shall be disregarded. The Corporation will provide the Special Warrant Agent with, upon request, a certificate of the Corporation detailing their holdings and those of their subsidiaries and the various registrations.

5.19 Corporation, Special Warrant Agent and Underwriters May be Represented

The Corporation, the Special Warrant Agent and the Underwriters, by their respective directors, officers and employees and Counsel to the Corporation, the Special Warrant Agent and the Underwriters, may attend any Meeting, but shall have no vote as such unless they are acting in their capacity as a Special Warrantholder or a proxy for a Special Warrantholder.

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Article 6
SUPPLEMENTAL INDENTURES, MERGER, SUCCESSORS

6.1 Provision for Supplemental Indentures for Certain Purposes

From time to time the Corporation shall, when authorized by the directors of the Corporation, and the Special Warrant Agent may, subject to the provisions of this Special Warrant Indenture, execute and deliver by their proper officers, deeds, indentures or instruments supplemental hereto, which thereafter form part hereof for any one or more or all of the following purposes:

(a) adding to the provisions hereof such additional covenants, enforcement provisions, and release provisions (if any) as in the opinion of Counsel acceptable to the Corporation and the Special Warrant Agent are necessary or advisable, provided the same are not, in the opinion of the Special Warrant Agent, relying on the opinion of Counsel, prejudicial to the interests of the Special Warrantholders;

(b) adding to the covenants of the Corporation in this Special Warrant Indenture for the protection of the Special Warrantholders;

(c) evidencing any succession (or successive successions) of other companies to the Corporation and the covenants of, and obligations assumed by, such successor (or successors) in accordance with the provisions of this Special Warrant Indenture;

(d) making such provisions not inconsistent with this Special Warrant Indenture as may be deemed necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Special Warrant Agent, relying on the opinion of Counsel, prejudicial to the interests of the Special Warrantholders;

(e) giving effect to an Extraordinary Resolution;

(f) rectifying any ambiguity, defective provision, clerical omission or mistake or manifest or other error contained herein or in any deed or indenture supplemental or ancillary hereto provided that, in the opinion of the Special Warrant Agent, relying on the opinion of Counsel, the rights of the Special Warrantholders are not prejudiced thereby and provided that the Special Warrant Agent may in its discretion decline to enter into any such supplemental indenture which in its opinion, relying on the opinion of Counsel, may not afford adequate protection to the Special Warrant Agent when the same will become operative;

(g) adding to or altering the provisions hereof in respect of the transfer of Special Warrants, making provision for the exchange of Special Warrant Certificates of different denominations, and making any modification in the form of the Special Warrant Certificate which does not affect the substance thereof;

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(h) for any other purpose not inconsistent with the provisions of this Special Warrant Indenture, provided that, in the opinion the Special Warrant Agent, relying on the opinion of Counsel, the rights of the Special Warrant Agent, acting on the advice of Counsel, and the Special Warrantholders are in no way prejudiced thereby; or

(i) providing for the issuance of additional Special Warrants hereunder and any consequential amendments hereto as may be required by the Special Warrant Agent, provided the same are not prejudicial to the interests of the Special Warrantholders, based on the opinion of Counsel.

6.2 Corporation May Consolidate, etc. on Certain Terms

Nothing in this Special Warrant Indenture prevents any consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate or bodies corporate, or a conveyance or transfer of all or substantially all the properties and assets of the Corporation as an entirety to any body corporate lawfully entitled to acquire and operate the same, provided, however, that the body corporate formed by such consolidation, amalgamation, arrangement or into which such merger has been made, or which has acquired by conveyance or transfer all or substantially all the properties and assets of the Corporation as an entirety in circumstances resulting in the Special Warrantholders being entitled to receive property from or securities of such body corporate, shall execute prior to or contemporaneously with such consolidation, amalgamation, arrangement, merger, conveyance or transfer, an indenture supplemental hereto wherein the due and punctual performance and observance of all the covenants and conditions of this Special Warrant Indenture to be performed or observed by the Corporation are assumed by the successor body corporate. The Special Warrant Agent is entitled to receive and is fully protected in relying upon an opinion of Counsel that any such consolidation, amalgamation, arrangement, merger, conveyance or transfer, and a supplemental indenture executed in connection therewith, complies with the provisions of this Section.

6.3 Successor Body Corporate Substituted

Where the Corporation, pursuant to Section 6.2 hereof, is consolidated, amalgamated, arranged or merged with or into any other body corporate or bodies corporate or conveys or transfers all of substantially all of the properties and assets of the Corporation as an entirety to another body corporate, the successor body corporate formed by such consolidation, amalgamation, arrangement or into which the Corporation has been merged or which has received a conveyance or transfer as aforesaid succeeds to and is substituted for the Corporation hereunder with the same effect as nearly as may be possible as if it had been named herein. Such changes may be made in the Special Warrants as may be appropriate in view of such consolidation, amalgamation, arrangement, merger, conveyance or transfer.

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Article 7
CONCERNING THE SPECIAL WARRANT AGENT

7.1 Duties of Special Warrant Agent

By way of supplement to the provisions of any statute for the time being relating to trustees, and notwithstanding any other provision of this Special Warrant Indenture, in the exercise of the rights, duties and obligations prescribed or conferred by the terms of this Special Warrant Indenture, the Special Warrant Agent shall act honestly and in good faith with a view to the best interests of the Special Warrantholders and shall exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. No provision of this Special Warrant Indenture shall be construed to relieve the Special Warrant Agent from, or require any other person to indemnify the Special Warrant Agent against, any liability for its own gross negligence, wilful misconduct or fraud.

7.2 Action by Special Warrant Agent

The Special Warrant Agent is not obligated to do any act or thing except where required to do so by this Special Warrant Indenture and, in the case of a default, only when it has actual notice thereof.

7.3 Certificate of the Corporation

If, in the administration of the trusts of this Special Warrant Indenture, the Special Warrant Agent deems it necessary or desirable that any matter be proved or established by the Corporation, prior to taking or suffering any action hereunder, the Special Warrant Agent may accept, act, and rely upon, and shall be protected in accepting, acting, and relying upon, a certificate of the Corporation as conclusive evidence of the truth of any fact relating to the Corporation or its assets therein stated and proof of the regularity of any proceedings or actions associated therewith, but the Special Warrant Agent may in its discretion require further evidence or information before acting or relying on any such certificate. In addition to the reports, certificates, opinions, and other evidence required by this Special Warrant Indenture, the Corporation shall furnish to the Special Warrant Agent such additional evidence of compliance with any provision hereof, and in such form as may be prescribed by Law, under Section 7.6, or as the Special Warrant Agent may reasonably require by written notice to the Corporation. Whenever Law requires that evidence referred to in this Section 7.3 be in the form of a statutory declaration, the Special Warrant Agent may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by any one or more of the Chairman of the Board, Chief Executive Officer, General Counsel, or Chief Financial Officer of the Corporation or by any other officer or director of the Corporation to whom such authority is delegated by the directors from time to time.

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7.4 Special Warrant Agent May Employ Experts

The Special Warrant Agent may, at the Corporation’s expense, employ or retain such lawyers, accountants, engineers, appraisers or other experts, advisers or agents as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for such services rendered to it but it is not responsible for any misconduct, mistake or error of judgment on the part of any of them. The Corporation shall reimburse the Special Warrant Agent for all disbursements, costs and expenses made or incurred by the Special Warrant Agent in the discharge of its duties and in the management of the trusts hereunder. The Special Warrant Agent may rely upon and act upon, and shall be protected from relying and acting upon, the opinion or advice of, or information obtained from, any such lawyer, accountant, engineer, appraiser or other expert, adviser or agent in relation to any matter arising in the administration of the trusts hereof. The Special Warrant Agent shall not incur any liability for the acts or omissions of such lawyers, accountants, engineers, appraisers or other experts, advisers or agents employed by the Special Warrant Agent in good faith.

7.5 Resignation and Replacement of Special Warrant Agent

(a) The Special Warrant Agent may resign its trust and be discharged from all further obligations hereunder by giving to the Corporation and the Special Warrantholders written notice at least 60 calendar days, or such shorter time period if acceptable to the Special Warrant Agent, the Corporation and the Special Warrantholders, before the effective date of the resignation. If the Special Warrant Agent resigns, or becomes incapable of acting hereunder, the Corporation shall forthwith appoint in writing a new trustee, unless a new Special Warrant Agent has already been appointed by the Special Warrantholders.

(b) Failing such appointment by the Corporation or by the Special Warrantholders by Extraordinary Resolution, the retiring Special Warrant Agent, at the expense of the Corporation, or any Special Warrantholder may apply to a Judge of the Superior Court of Ontario on such notice as such Judge may direct, for the appointment of a new trustee. The Special Warrantholders may, by Extraordinary Resolution, remove the Special Warrant Agent (including a trustee appointed by the Corporation or by a Judge as aforesaid) and appoint a new trustee.

(c) Any new Special Warrant Agent appointed under the provisions of this Section 7.5 shall be a corporation authorized to carry on the business of a trust company in the Province of Ontario and, if required by Law of any other province, in such other province.

(d) On any new appointment, the new Special Warrant Agent is vested with the same powers, rights, duties and obligations as if it had been originally named as Special Warrant Agent without any further assurance, conveyance, act or deed; but there will be immediately executed, at the expense of the Corporation, all such conveyances or other instruments as may, in the opinion of Counsel, be necessary or advisable for the purpose of assuring such powers, rights, duties, and responsibilities of the new Special Warrant Agent, provided that, any resignation or removal of the Special Warrant Agent and appointment of the successor Special Warrant Agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Corporation, the predecessor Special Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor Special Warrant Agent an appropriate instrument transferring to such successor Special Warrant Agent all rights and powers of the Special Warrant Agent hereunder.

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(e) On the appointment of a new Special Warrant Agent, the Corporation will promptly give notice thereof to the Special Warrantholders.

(f) Any Special Warrant Certificates certified but not delivered by a predecessor Special Warrant Agent may be certified by the successor Special Warrant Agent in the name of the predecessor or successor Special Warrant Agent.

(g) Any corporation into which the Special Warrant Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Special Warrant Agent shall be a party, or any corporation succeeding to substantially the corporate trust business of the Special Warrant Agent shall be the successor to the Special Warrant Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as successor Special Warrant Agent.

7.6 Indenture Legislation

The Corporation and the Special Warrant Agent agree that each shall at all times in relation to this Special Warrant Indenture and to any action to be taken hereunder, observe and comply with and be entitled to the benefits of all Law. If and to the extent that any provision of this Special Warrant Indenture limits, qualifies or conflicts with any mandatory requirement of Law, such mandatory requirement prevails.

7.7 Notice

The Special Warrant Agent shall not be bound to give any notice or do or take any act, action, or proceeding by virtue of the powers conferred on it hereby unless and until it shall have required so to do under the terms hereof; nor shall the Special Warrant Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Special Warrant Agent and in the absence of any such notice the Special Warrant Agent may for all purposes of this Special Warrant Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements, or conditions contained herein. Any such notice will in no way limit any discretion herein given the Special Warrant Agent to determine whether or not the Special Warrant Agent will take action with respect to any default. The Special Warrant Agent shall not be bound to give notice to any person of execution hereof.

7.8 Use of Proceeds

The Special Warrant Agent is in no way responsible for the use by the Corporation of the proceeds of the issue hereunder.

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7.9 No Inquiries

In the exercise of any right or duty hereunder the Special Warrant Agent, if it is acting in good faith, may act and rely, as to the truth of any statement or the accuracy of any opinion expressed therein, on any statutory declaration, opinion, report, certificate or other evidence furnished to the Special Warrant Agent pursuant to a provision hereof or of Law or pursuant to a request of the Special Warrant Agent, if such evidence complies with Law and the Special Warrant Agent examines such evidence and determines that it complies with the applicable requirements of this Special Warrant Indenture. The Special Warrant Agent may nevertheless, in its discretion, require further proof in cases where it deems further proof desirable. Proof of execution of any document or instrument in writing by a holder may be made by the certificate of a notary public, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution, or in any other manner the Special Warrant Agent considers adequate. The Special Warrant Agent is not bound to make any inquiry or investigation as to the performance by the Corporation of the Corporation’s covenants hereunder.

7.10 Actions by Special Warrant Agent to Protect Interest

The Special Warrant Agent shall have the power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Special Warrantholders.

7.11 Special Warrant Agent Not Required to Give Security

The Special Warrant Agent is not required to give any bonds or security with respect to the execution or administration of the trusts and powers of this Special Warrant Indenture.

7.12 No Conflict of Interest

The Special Warrant Agent represents to the Corporation that, to the best of its knowledge, at the time of the execution and delivery by it of this Special Warrant Indenture, there exists no material conflict of interest in the role of the Special Warrant Agent as a fiduciary hereunder but if, notwithstanding the provisions of this Section 7.12, such a material conflict of interest exists, the validity and enforceability of this Special Warrant Indenture and the instruments issued hereunder is not affected in any manner whatsoever by reason only that such material conflict of interest exists or arises. The Special Warrant Agent shall, within 30 calendar days after ascertaining that it has a material conflict of interest, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Section 7.5.

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7.13 Special Warrant Agent Not Ordinarily Bound

No provision of this Special Warrant Indenture shall require the Special Warrant Agent (and its officers, directors, employees and agents) to expend or risk its (or their) own funds or otherwise incur financial liability in the performance of any of its (or their) duties or in the exercise of any of its (or their) rights or powers unless it is (or they are) so indemnified and funded. The obligation of the Special Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Special Warrantholders hereunder, is conditional upon Special Warrantholders furnishing, when required in writing so to do by the Special Warrant Agent, an indemnity reasonably satisfactory to the Special Warrant Agent and funds sufficient for commencing or continuing the act, action or proceeding and an indemnity reasonably satisfactory to the Special Warrant Agent to protect and hold harmless the Special Warrant Agent against any costs, charges, expenses, loss, damage or liability by reason thereof. The Special Warrant Agent may, before commencing or at any time during the continuance of any such act, action, or proceeding, require the Special Warrantholders at whose instance it is acting to deposit with the Special Warrant Agent the Special Warrants held by them, for which Special Warrants the Special Warrant Agent shall issue receipts.

7.14 Special Warrant Agent May Deal in Instruments

The Special Warrant Agent may in its personal or other capacity, buy, sell, lend upon and deal in and hold securities of the Corporation and in the Special Warrants and generally contract and enter into financial transactions with the Corporation or otherwise, without being liable to account for any profits made thereby.

7.15 Recitals or Statements of Fact Made by Corporation

Except for the representations contained in Sections 7.12 and 7.19 subject to the provisions hereof, the Special Warrant Agent is not liable for or by reason of any of the statements of fact or recitals contained in this Special Warrant Indenture or in the Special Warrant Certificates and is not required to verify the same, but all such statements and recitals are and are deemed to have been made by the Corporation only.

7.16 Special Warrant Agent’s Discretion Absolute

The Special Warrant Agent, except as herein otherwise provided, has, as regards all the trusts, powers, authorities and discretions vested in it, absolute discretion as to the exercise thereof, whether in relation to the manner or as to the mode and time for the exercise thereof.

7.17 No Representations as to Validity

The Special Warrant Agent is not:

(a) under any responsibility in respect of the validity of this Special Warrant Indenture or the execution and delivery thereof or (subject to Section 2.4(a) and Section 2.8 hereof) in respect of the validity or the execution of any Special Warrant Certificate;

(b) under any obligation to see to, or to require evidence of, the registration or filing (or renewal thereof) of this Special Warrant Indenture or any instrument ancillary or supplemental hereto;

(c) responsible for any breach by the Corporation of any covenant or condition contained in this Special Warrant Indenture or in any Special Warrant Certificate and will not incur any liability or responsibility whatever or be in any way responsible for the consequences of any breach by the Corporation of any obligation herein contained or of any act of any director, officer, employee, or agent of the Corporation; or

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(d) by any act hereunder, deemed to make any representation or warranty as to the authorization or reservation of any securities to be issued as provided in this Special Warrant Indenture or in any Special Warrant Certificate or as to whether any shares will when issued be duly authorized or be validly issued and fully paid and non-assessable. The duty and responsibility as to all the matters and things referred to in this Section 7.17 rests upon the Corporation and not upon the Special Warrant Agent and the failure of the Corporation to discharge any such duty and responsibility does not in any way render the Special Warrant Agent liable or place upon it any duty or responsibility for breach of which it would be liable.

7.18 Acceptance of Trusts

The Special Warrant Agent hereby accepts the trusts of this Special Warrant Indenture and agrees to perform the same upon the terms and conditions herein set forth or referred to unless and until discharged therefrom by resignation or in some other lawful way.

7.19 Special Warrant Agent’s Authority to Carry on Business

The Special Warrant Agent represents to the Corporation that at the date hereof it is authorized to carry on the business of a trust company in the Province of Ontario. If, notwithstanding the provisions of this Section 7.19, it ceases to be authorized to carry on such business in Ontario, the validity and enforceability of this Special Warrant Indenture and of the Special Warrants issued hereunder are not affected in any manner whatsoever by reason only of such event, provided that the Special Warrant Agent shall, within 30 calendar days after ceasing to be authorized to carry on such business in Ontario, either become so authorized or resign in the manner and with the effect specified in Section 7.5.

7.20 Indemnification of Special Warrant Agent

Without limiting any protection or indemnity of the Special Warrant Agent under any other provision hereof, or otherwise at law, the Corporation hereby agrees to indemnify and hold harmless the Special Warrant Agent and its affiliates, their successors, assigns, and each of their directors, officers, employees and agents (the “Indemnified Parties”) and save them harmless from and against any and all liabilities, losses, damages, penalties, claims, actions, suits, costs, charges, payments, expenses and disbursements, including reasonable legal or advisor fees and disbursements, of whatever kind and nature which may at any time be imposed on, incurred by or asserted against the Indemnified Parties in connection with the performance of its duties and obligations hereunder, other than such liabilities, losses, damages, penalties, claims, actions, suits, costs, charges, payments, expenses and other disbursements arising by reason of the gross negligence, wilful misconduct or fraud of the Special Warrant Agent. This provision shall survive the resignation or removal of the Special Warrant Agent, or the termination of this Special Warrant Indenture. In the absence of gross negligence, wilful misconduct, or fraud on its part, the Special Warrant Agent will not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in performance of its duties under this Special Warrant Indenture. Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Special Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. The Special Warrant Agent shall not be under any obligation to prosecute or to defend any action or suit in respect of the relationship which, in the opinion of its Counsel, may involve it in expense or liability, unless the Corporation shall, so often as required, furnish the Special Warrant Agent with satisfactory indemnity and funding against such expense or liability.

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7.21 Performance of Covenants by Special Warrant Agent

If the Corporation fails to perform any of its covenants contained in this Special Warrant Indenture, then the Corporation will notify the Special Warrant Agent in writing of such failure and, upon receipt by the Special Warrant Agent of such notice, the Special Warrant Agent will notify the Special Warrantholders of such failure on the part of the Corporation and may itself perform any of the said covenants capable of being performed by it, but shall be under no obligation to perform said covenants or to notify the Special Warrantholders of such performance by it. All sums expended or disbursed by the Special Warrant Agent in so doing shall be reimbursed as provided in Section 3.12. No such performance, expenditure or disbursement by the Special Warrant Agent shall be deemed to relieve the Corporation of any default hereunder or of its continuing obligations under the covenants herein contained.

7.22 Third Party Interests

Each party to this Special Warrant Indenture hereby represents to the Special Warrant Agent that any account to be opened by, or interest to held by the Special Warrant Agent in connection with this Special Warrant Indenture, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Special Warrant Agent’s prescribed form as to the particulars of such third party.

7.23 Not Bound to Act

The Special Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Special Warrant Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist legislation, or economic sanctions legislation, regulation or guideline. Further, should the Special Warrant Agent, in its sole judgment, determine at any time that its acting under this Special Warrant Indenture has resulted in its being in non- compliance with any applicable anti-money laundering, anti-terrorist legislation, or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on 10 calendar days’ written notice to the Corporation, provided (i) that the Special Warrant Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Special Warrant Agent’s satisfaction within such 10-day period, then such resignation shall not be effective.

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7.24 Not Appointed Receiver

The Special Warrant Agent and any person related to the Special Warrant Agent will not be appointed a receiver or receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.

Article 8
NOTICES

8.1 Notice to Corporation, Special Warrant Agent and Underwriters

Any notice to the Corporation, Special Warrant Agent or Underwriters under the provisions of this Special Warrant Indenture is valid and effective if in writing delivered, sent by registered letter, postage prepaid or sent by facsimile:

(a) to the Corporation at:

1478 Queen Street
Halifax, Nova Scotia B3J 2H7

Email: mark.gosine@dhxmedia.com
Facsimile: (902) 422 0752
Attention: Mark Gosine, Executive Vice President, Legal Affairs, General Counsel & Corporate Secretary

with a copy to:

Stikeman Elliott LLP
199 Bay Street
5300 Commerce Court West

Toronto, ON M5L 1B9

Email: dnordick@stikeman.com
Facsimile: (416) 947 0866

Attention: D’Arcy Nordick

(b) to the Special Warrant Agent at:

Computershare Trust Company of Canada

1500 Robert-Bourassa Boulevard, 7^th Floor
Montreal, QC H3A 3S8

Facsimile: (514) 982 7677
Attention: General Manager, Corporate Trust

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(c) to the Underwriters at (which shall not constitute notice):

Canaccord Genuity Corp.
161 Bay Street, Suite 3000
Toronto, Ontario M5J 2S1

Email: sbusbridge@canaccordgenuity.com
Facsimile: (416) 869-3876

Attention: Stewart Busbridge

RBC Dominion Securities Inc.
200 Bay Street, 4^th Floor
Royal Bank Plaza, South Tower
Toronto, Ontario M5J 2W7

Email: james.mckenna@rbccm.com
Facsimile: (416) 842-7555

Attention: James McKenna

with a copy to:

McCarthy Tétrault LP
66 Wellington Street West
TD Bank Tower, Suite 5300
Toronto, Ontario M5K 1E6

Email: rhansen@mccarthy.ca
Facsimile: (416) 868-0673

Attention: Robert O. Hansen

Any notice, direction or other instrument aforesaid will, if delivered, be deemed to have been given and received on the day it was delivered and, if mailed, be deemed to have been received on the third Business Day following the date of the postmark on such notice and, if sent by facsimile, be deemed to have been given and received on the day it was so sent unless it was sent:

(d) on a day which is not a business day in the place to which it was sent; or

(e) after 4:30 p.m. in the place to which it was sent,

in which cases it will be deemed to have been given and received on the next day which is a business day in the place to which it was sent.

The Corporation or the Special Warrant Agent, as the case may be, may from time to time notify the other in the manner provided in this Section 8.1 of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Corporation or the Special Warrant Agent, as the case may be, for all purposes of this Special Warrant Indenture.

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If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Special Warrant Agent or to the Corporation hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to the named officer of the party to which it is addressed or, if it is delivered to such party at the appropriate address provided in this Section 8.1, by facsimile or electronic transmission or other means of prepaid, transmitted and recorded communication.

8.2 Notice to Special Warrantholders

Any notice to the Special Warrantholders under the provisions of this Special Warrant Indenture is valid and effective if delivered, sent by regular mail or sent by courier, to each Special Warrantholder at its address appearing on the register of Special Warrants kept by the Special Warrant Agent or, in the case of joint holders, to the first such address, and, if delivered or couriered, shall be deemed to have been given and received on the day it was delivered and, if mailed, be deemed to have been received on the third Business Day following the date of the postmark on such notice. Accidental error or omission in giving notice or accidental failure to mail notice to any holder will not invalidate any action or proceeding founded thereon. All notices may be given to whichever one of the Special Warrantholders (if more than one) is named first in the appropriate register hereinbefore mentioned, and any notice so given shall be sufficient notice to all Special Warrantholders of and any other persons (if any) interested in such Special Warrants.

If, by reason of any interruption of mail service, actual or threatened, any notice to be given to the Special Warrantholders by the Special Warrant Agent or the Corporation would be unlikely to reach its destination in the ordinary course of mail, such notice shall be valid and effective only if published once (i) in the national edition of The Globe & Mail newspaper; and (ii) in such other place or places and manner, if any, as the Special Warrant Agent may require. Any notice given to Special Warrantholders by publication shall be deemed to have been given on the last day on which publication shall have been effected.

A copy of any notice provided to the Special Warrantholders shall be concurrently provided to the Underwriters in the manner specified in Section 8.1.

Article 9
POWER OF BOARD OF DIRECTORS

9.1 Board of Directors

In this Special Warrant Indenture, where the Corporation is required or empowered to exercise any acts, all such acts may be exercised by the directors of the Corporation, by any duly appointed committee of the directors of the Corporation or by those officers of the Corporation authorized to exercise such acts.

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Article 10
MISCELLANEOUS PROVISIONS

10.1 Further Assurances

The parties covenant and agree from time to time, as may be reasonably required by any party hereto, to execute and deliver such further and other documents and do all matters and things which are convenient or necessary to carry out the intention of this Special Warrant Indenture more effectively and completely.

10.2 Unenforceable Terms

If any term, covenant or condition of this Special Warrant Indenture or the application thereof to any party or circumstance is invalid or unenforceable to any extent, the remainder of this Special Warrant Indenture or application of such term, covenant or condition to a party or circumstance other than those to which it is held invalid or unenforceable is not affected thereby and each remaining term, covenant or condition of this Special Warrant Indenture is valid and enforceable to the fullest extent permitted by law.

10.3 No Waiver

No consent or waiver, express or implied, by either party to or of any breach or default by the other party in the performance by the other party of its obligations hereunder is deemed or construed to be a consent or waiver to or of any other breach or default in the performance of obligations hereunder by such party. Failure on the part of either party to complain of any act or failure to act by the other party or to declare the other party in default, irrespective of how long such failure continues, does not constitute a waiver by such party of its rights hereunder.

10.4 Waiver of Default

Notwithstanding Section 10.3 above, upon the happening of any default hereunder:

(a) the holders of not less than 50% of the Special Warrants plus one Special Warrant then outstanding shall have power (in addition to the powers exercisable by Extraordinary Resolution created under Article 5) by requisition in writing to instruct the Special Warrant Agent to waive any default hereunder and the Special Warrant Agent shall thereupon waive the default upon such terms and conditions as shall be prescribed in such requisition; or

(b) the Special Warrant Agent shall have power to waive any default hereunder upon such terms and conditions as the Special Warrant Agent may deem advisable, if, in the Special Warrant Agent’s opinion, relying on the opinion of Counsel, the same shall have been cured or adequate provision made therefor;

provided that no delay or omission of the Special Warrant Agent or of the Special Warrantholders to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein and provided further that no act or omission either of the Special Warrant Agent or of the Special Warrantholders shall extend to or be taken in any manner whatsoever to affect any subsequent default hereunder of the rights resulting therefrom.

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10.5 Immunity of Shareholders

Subject to the contractual right of action given by the Corporation to the Special Warrantholders in the subscription agreements between the Corporation and the purchasers of the Subscription Receipts, given in Section 3.15 herein and to be contained in the Prospectus or Prospectus Supplement, as applicable, and subject to any other rights or remedies available to the Special Warrantholders under applicable securities legislation or otherwise, the Special Warrant Agent and, by the acceptance of the Special Warrant Certificate or other evidence of ownership in the case of Uncertificated Special Warrants and as part of the consideration for the issue of the Special Warrants, the Special Warrantholders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any incorporator or any past, present or future shareholder, director, officer, employee or agent of the Corporation or of any successor corporation on any covenant, agreement, representation or warranty by the Corporation contained herein or in the Special Warrant Certificates.

10.6 Limitation of Liability

The obligations hereunder are not personally binding upon, nor shall resort hereunder be had to, the private property of any of the past, present or future directors or shareholders of the Corporation or of any successor corporation or any of the past, present or future officers, employees or agents of the Corporation or of any successor corporation, but only the property of the Corporation or of any successor corporation shall be bound in respect hereof.

10.7 Suits by Special Warrantholders

(a) No Special Warrantholder has any right to institute any action, suit or proceeding at law or in equity for the purpose of enforcing the execution of any trust or power hereunder or for the appointment of a liquidator or receiver or for a receiving order under the Bankruptcy and Insolvency Act (Canada) or to have the Corporation wound up or to file or prove a claim in any liquidation or bankruptcy proceedings or for any other remedy hereunder unless the Special Warrantholders by Extraordinary Resolution have made a request to the Special Warrant Agent and the Special Warrant Agent has been afforded reasonable opportunity to proceed or complete any action or suit for any such purpose whether or not in its own name and the Special Warrantholders or any of them have furnished to the Special Warrant Agent, when so requested by the Special Warrant Agent, sufficient funds and security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby and the Special Warrant Agent has failed to act within a reasonable time or the Special Warrant Agent has failed to actively pursue any such act or proceeding.

(b) Subject to the provisions of this Section and otherwise in this Special Warrant Indenture, all or any of the rights conferred upon a Special Warrantholder by the terms of a Special Warrant may be enforced by such Special Warrantholder by appropriate legal proceedings without prejudice to the right which is hereby conferred upon the Special Warrant Agent to proceed in its own name to enforce each and all of the provisions herein contained for the benefit of the Special Warrantholders from time to time.

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10.8 Force Majeure

Except for the payment obligations of the Corporation contained herein, neither party shall be liable to the other, or held in breach of this Special Warrant Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Special Warrant Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.

10.9 U.S. Securities and Exchange Commission Certification

The Corporation confirms that it has a class of securities registered pursuant to Section 12 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”);, and has provided the Special Warrant Agent with an Officers’ Certificate (in a form provided by the Special Warrant Agent) certifying such reporting obligation and other information as requested by the Special Warrant Agent. The Corporation covenants that in the event that any such registration or reporting obligation shall be terminated by the Corporation in accordance with the Exchange Act, the Corporation shall promptly notify the Special Warrant Agent of such termination and such other information as the Special Warrant Agent may require at the time. The Corporation acknowledges that Computershare is relying upon the foregoing representation and covenants in order to meet certain United States Securities and Exchange Commission (“SEC”) obligations with respect to those clients who are filing reports with the SEC.

10.10 Privacy Matters

The parties acknowledge that the Subscription Receipt Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

(a) to provide the services required under this Agreement and other services that may be requested from time to time;

(b) to help the Subscription Receipt Agent manage its servicing relationships with such individuals;

(c) to meet the Subscription Receipt Agent’s legal and regulatory requirements; and

(d) if Social Insurance Numbers are collected by the Subscription Receipt Agent, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.

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Each party acknowledges and agrees that the Subscription Receipt Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of this Agreement for the purposes described above and, generally, in the manner and on the terms described in its Privacy Code, which the Subscription Receipt Agent shall make available on its website, www.computershare.com, or upon request, including revisions thereto. The Subscription Receipt Agent may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides.

Further, each party agrees that it shall not provide or cause to be provided to the Subscription Receipt Agent any personal information relating to an individual who is not a party to this Agreement unless that party has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

10.11 Enurement

This Special Warrant Indenture enures to the benefit of and is binding upon the parties hereto and their respective successors and assigns and may not be assigned by either party hereto without the consent in writing of the other party, such consent not to be unreasonably withheld.

10.12 Counterparts and Formal Date

This Special Warrant Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to be dated as of the Closing Date.

10.13 Satisfaction and Discharge of Special Warrant Indenture

Upon the earlier of:

(a) the date by which there shall have been delivered to the Special Warrant Agent for exercise, cancellation or destruction all Special Warrants certified hereunder; or

(b) the Deemed Exercise Date;

and if all certificates required to be issued in compliance with the provisions hereof have been issued and delivered hereunder, this Special Warrant Indenture (except for any indemnities given to the Special Warrant Agent) shall cease to be of further effect and the Special Warrant Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the Special Warrant Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Special Warrant Indenture have been complied with, and upon payment to the Special Warrant Agent of the fees and other remuneration payable to the Special Warrant Agent, the Special Warrant Agent shall execute proper instruments acknowledging satisfaction of and discharging this Special Warrant Indenture. Notwithstanding the foregoing, the indemnities provided to the Special Warrant Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Special Warrant Indenture.

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10.14 Provisions of Special Warrant Indenture and Special Warrants for the Sole Benefit of Parties and Special Warrantholders

Nothing in this Special Warrant Indenture or the Special Warrants, expressed or implied, shall give or be construed to give to any person other than the parties hereto and the holders from time to time of the Special Warrants any legal or equitable right, remedy or claim under this Special Warrant Indenture, or under any covenant or provision therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Special Warrantholders.

10.15 Further Assurances

Each of the parties hereto, including the Corporation, subject to Law, shall do or cause to be done all such acts and things and execute such further documents, agreements and assurances as may reasonably be necessary or advisable from time to time to carry out the provisions of this Special Warrant Indenture in accordance with their true intent.

10.16 Formal Date and Effective Date

For the purpose of convenience, this Special Warrant Indenture is referred to as bearing the formal date of May 31, 2017; however, notwithstanding such formal date, this Special Warrant Indenture becomes effective as between the Corporation and any particular Special Warrantholder upon the date of issuance of a Special Warrant Certificate to such Special Warrantholder.

[Remainder of page intentionally left blank. Signature page follows.]

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DHX MEDIA LTD.
Per:	/s/ Dana Landry
	Authorized Signatory Name: Dana Landry Title: Chief Executive Officer

COMPUTERSHARE TRUST COMPANY OF CANADA
Per:	/s/ Nicolas Richard
	Authorized Signatory Name: Nicolas Richard Title: Gestionnaire fiduciaire Corporate Trust Officer
Per:	/s/ Adam Baxter
	Authorized Signatory Name: Adam Baxter Title: Gestionnaire fiduciaire Corporate Trust Officer

(Signature Page – Special Warrant Indenture)

Schedule "A"

FORM OF SPECIAL WARRANT CERTIFICATE

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 1, 2017.

[IF APPLICABLE] WITHOUT PRIOR WRITTEN APPROVAL OF THE TORONTO STOCK EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TORONTO STOCK EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL OCTOBER 1, 2017.

[Note: Each CDS Global Warrant originally issued in Canada and held by the Depository, and each CDS Global Warrant issued in exchange therefor or in substitution thereof shall bear or be deemed to bear the following legend or such variations thereof as the Corporation may prescribe from time to time:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO DHX MEDIA LTD. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS, OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS, HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.]

A-1

SPECIAL WARRANT CERTIFICATE

DHX MEDIA LTD.
(a corporation existing under the laws of Canada)

No.   CUSIP NO:   «Number» SPECIAL WARRANTS entitling the holder to acquire $1,000 principal amount of Convertible Debentures for each Special Warrant

THIS IS TO CERTIFY that, for value received, «Name» (the “Special Warrantholder”) is the registered holder of the number of special warrants (the “Special Warrants”) stated above and is entitled to acquire in the manner and at the time, and subject to the restrictions contained in the Special Warrant Indenture (as defined below) the number of 5.875% senior unsecured convertible debentures (the “Convertible Debentures”) of DHX Media Ltd. (the “Corporation”) as is equal to the number of Special Warrants represented hereby, all without payment of any consideration.

The Special Warrants represented by this certificate are issued under and pursuant to a certain indenture (the “Special Warrant Indenture”) made as of May 31, 2017 between the Corporation and Computershare Trust Company of Canada (the “Special Warrant Agent”) (which expression includes any successor trustee appointed under the Special Warrant Indenture), to which Special Warrant Indenture and any instruments supplemental thereto reference is hereby made for a full description of the rights of the holders of the Special Warrants and the terms and conditions upon which such Special Warrants are, or are to be, issued and held, all to the same effect as if the provisions of the Special Warrant Indenture and all instruments supplemental thereto were herein set forth, to all of which provisions the holder of these Special Warrants by acceptance hereof assents. All terms defined in the Special Warrant Indenture are used herein as so defined. In the event of any conflict or inconsistency between the provisions of the Special Warrant Indenture and the provisions of this Special Warrant Certificate, except those that are necessary by context, the provisions of the Special Warrant Indenture shall prevail. The Corporation will furnish to the holder of this Special Warrant Certificate, upon request and without charge, a copy of the Special Warrant Indenture.

The Special Warrants represented by this Special Warrant Certificate will be deemed to be automatically exercised at 5:00 p.m. (Toronto time) on the earlier of:

(a) the third Business Day after the Qualification Date, if the Qualification Date is on or after the date of the Acquisition Closing;

(b) the Release Date, if the Qualification Date is prior to the date of the Acquisition Closing; and

(c) October 1, 2017, being the date that is four months and one day following the Closing Date;

(the “Deemed Exercise Time”).

A-2

Special Warrants will be deemed to have been exercised, delivered and surrendered by the holder thereof immediately prior to the Deemed Exercise Time without any further action on the part of the holder.

The Convertible Debentures in respect of which the Special Warrants are exercised will be deemed to have been issued on the date of such exercise, at which time each Special Warrantholder will be deemed to have become the holder of record of such Convertible Debentures.

After the deemed exercise of Special Warrants, the Special Warrant Agent shall within three Business Days of such deemed exercise cause to be mailed or delivered to each Special Warrantholder at its address specified in the register for the Special Warrants maintained by the Special Warrant Agent or to such address as the Corporation or Special Warrantholder may specify in writing to the Special Warrant Agent prior to the deemed exercise of such Special Warrants, certificates for the appropriate number of Convertible Debentures issuable in respect of such Special Warrants, not exceeding those which such Special Warrantholder is entitled to acquire pursuant to the Special Warrants so exercised.

The holder of this Special Warrant Certificate may at any time up to the Deemed Exercise Time, upon written instruction delivered to the Special Warrant Agent and payment of the charges provided for in the Special Warrant Indenture and otherwise in accordance with the provisions of the Special Warrant Indenture, exchange this Special Warrant Certificate for other Special Warrant Certificates evidencing Special Warrants entitling the holder to acquire in the aggregate the same number of Convertible Debentures as may be acquired under this Special Warrant Certificate.

The holding of the Special Warrants evidenced by this Special Warrant Certificate does not constitute the Special Warrantholder a shareholder of the Corporation or entitle such holder to any right or interest in respect thereof except as expressly provided herein and in the Special Warrant Indenture.

The Special Warrants may only be transferred by the Special Warrantholder (or its legal representatives or its attorney duly appointed), on the register kept at the office of the Special Warrant Agent, in accordance with applicable laws and upon compliance with the conditions set out in the Special Warrant Indenture, by delivering to the Special Warrant Agent’s Toronto office a duly executed Form of Transfer attached as Appendix “1” hereto and complying with such other reasonable requirements as the Corporation and the Special Warrant Agent may prescribe and such transfer shall be duly noted on the register by the Special Warrant Agent.

This Special Warrant Certificate shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract.

After the deemed exercise of any of the Special Warrants represented by this Special Warrant Certificate, the Special Warrantholder shall no longer have any rights under either the Special Warrant Indenture or this Special Warrant Certificate with respect to such Special Warrants, other than the right to receive certificates representing the Convertible Debentures issuable on the exercise of those Special Warrants, and those Special Warrants shall be void and of no further value or effect.

A-3

The Special Warrant Indenture contains provisions making binding upon all Special Warrantholders resolutions passed at meetings of such holders in accordance with such provisions or by instruments in writing signed by the Special Warrantholders holding a specified percentage of the Special Warrants.

Time shall be of the essence hereof.

A-4

IN WITNESS WHEREOF the Corporation has caused this Special Warrant Certificate to be executed and the Special Warrant Agent has caused this Special Warrant Certificate to be countersigned by its duly authorized officers as of this _____ day of ________________, 2017.

DHX MEDIA LTD.
Per:
	Authorized Signatory

COUNTERSIGNED BY:

COMPUTERSHARE TRUST COMPANY OF CANADA
Per:
	Authorized Signatory
Per:
	Authorized Signatory

A-5

APPENDIX “1”
SPECIAL WARRANT CERTIFICATE - FORM OF TRANSFER

TO: DHX MEDIA LTD. (the “Corporation”)

AND TO: COMPUTERSHARE TRUST COMPANY OF CANADA

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (name) _________________ (the “Transferee”), of ___________________________________ (residential address) _____________ Special Warrants of the Corporation registered in the name of the undersigned on the records of Computershare Trust Company of Canada represented by the attached certificate, and irrevocably appoints l as the attorney of the undersigned to transfer the said securities on the books or register of transfer, with full power of substitution.

Signature Guaranteed	(Signature of Special Warrantholder, to be the same as appears on the face of this Special Warrant Certificate)
Name of Special Warrantholder:
Address (Please print):

REASON FOR TRANSFER – For US Residents only (where the individual(s) or corporation receiving the securities is a US resident). Please select only one (see instructions below).

¨ Gift ¨ Estate ¨ Private Sale ¨ Other (or no change in ownership)

Date of Event (Date of gift, death or sale):                Value per Special Warrant on the date of event:

    ¨ CAD OR ¨USD

Note to Special Warrantholders:

(1) In order to transfer the Special Warrants represented by this Special Warrant Certificate, this transfer form must be delivered to the Special Warrant Agent, together with this Special Warrant Certificate.

A-6

(2) The signature(s) must be guaranteed by a Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.

(3) The Common Shares issued on exercise prior to the Deemed Exercise Time will be subject to restrictions on resale under applicable securities legislation and will be endorsed with legends that effect.

(4) The transfer of Special Warrants bearing the legend stated in section 5.9 (c) of the Special Warrant Indenture may be made only as provided above.

REASON FOR TRANSFER – FOR US RESIDENTS ONLY

Consistent with US IRS regulations, Computershare is required to request cost basis information from US security holders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place).

A-7

Schedule “B”

NOTICE

Reference is made to the Special Warrant Indenture (the “Special Warrant Indenture”) dated May 31, 2017 between DHX Media Ltd. (the “Corporation”) and Computershare Trust Company of Canada, as Special Warrant Agent. All capitalized terms not used but not defined herein shall have the meaning ascribed thereto in the Special Warrant Indenture. The Corporation, a corporation existing under the federal laws of Canada, hereby gives notice to the registered holder of the Convertible Debentures issued upon deemed exercise of Special Warrants in accordance with the terms of the Special Warrant Indenture of the following:

(a) the Convertible Debentures so issued upon the deemed exercise of the Special Warrants have been issued to (i) in respect of Special Warrants that are not CDS Global Warrants, the person or persons in whose name or names the Convertible Debentures so subscribed for are to be issued as specified in the Subscription Agreement, or (ii) in respect of CDS Global Warrants, the Depository;

(b) the number of Convertible Debentures issued is equal to the number of Convertible Debentures issuable, in accordance with the terms of the Special Warrant Indenture, per Special Warrant deemed exercised; and

(c) the Corporation will furnish to the registered holder of such Convertible Debenture, on demand and without charge, a full copy of the text of:

(1) the rights, privileges, restrictions and conditions attached to the Convertible Debentures; and

(2) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series, if applicable.

B-1

EX-99.4

Exhibit 99.4

 

DHX MEDIA LTD.

as Issuer

- and -

COMPUTERSHARE TRUST COMPANY
OF CANADA

as Indenture Trustee

INDENTURE

Dated as of May 31, 2017

providing for the issue of $140,000,000 principal amount of 5.875% Convertible Unsecured Subordinated Debentures

TABLE OF CONTENTS

Article 1 INTERPRETATION		1
1.1	Definitions	1
1.2	Interpretation	13
1.3	Accounting Terms	13
1.4	Headings and Table of Contents	14
1.5	Section and Schedule References	14
1.6	Governing Law	14
1.7	Currency	14
1.8	Non-Business Days	14
1.9	Time	14
1.10	Independence of Covenants	14
1.11	Form of Documents Delivered to Indenture Trustee	14
1.12	Acts of Holders	15
1.13	Interest Payments and Calculations	16
1.14	English Language	16
1.15	Successors and Assigns	16
1.16	Severability Clause	17
1.17	Benefits of Indenture	17
1.18	Schedules	17
1.19	Benefits of Indenture through Indenture Trustee	17
Article 2 THE DEBENTURES		17
2.1	Limit of Issue and Designation of Debentures	17
2.2	Form and Terms of Debentures	17
2.3	Interest	18
2.4	Prescription	18
2.5	Issue of Debentures	19
2.6	Execution	19
2.7	Certification by Indenture Trustee	19
2.8	Registration of Exchanges	20
2.9	Persons Entitled to Payment	20
2.10	Payment of Principal and Interest on Definitive Debentures	21
2.11	Book-Based System	22
2.12	Payments of Principal and Interest for Book-Entry Only Debentures	23
2.13	Rank and Subordination	23
2.14	Register and Transfer	23
2.15	Withholdings	25
2.16	Cancellation of Debentures	25
2.17	Mutilated, Lost, Stolen or Destroyed Debentures	26
2.18	Access to Lists of Holders	27
2.19	Currency Conversion	27
2.20	Closing of Registers	27
Article 3 REDEMPTION, REPURCHASE AND CANCELLATION OF DEBENTURES		28
3.1	Optional Redemption of Debentures	28
3.2	Partial Redemption of Debentures	28
3.3	Places of Payment	29
3.4	Notice of Redemption	29
3.5	Debentures Due on Redemption Date	29
3.6	Deposit of Redemption Moneys	29

 - i -

3.7	Right to Repay Principal Amount in Voting Shares on Redemption	29
3.8	Restriction on Share Redemption Right	32
3.9	Purchase of Debentures	32
3.10	Repurchase of Debentures upon a Change of Control	33
3.11	Cancellation of Redeemed, Purchased or Repurchased Debentures	37
Article 4 CONVERSION		37
4.1	Conversion Right	37
4.2	Fractional Shares	39
4.3	Relating to the Issue of Voting Shares	40
Article 5 MATURITY		40
5.1	Payment of Principal and Interest at Maturity	40
5.2	Right to Repay Principal Amount in Voting Shares at Maturity Date	40
Article 6 ADJUSTMENTS		43
6.1	Adjustment of Conversion Price	43
6.2	Other Adjustment of Conversion Price	48
6.3	Rules Regarding Calculation of Adjustment of Conversion Price	49
6.4	Certificate as to Adjustment	50
6.5	Notice of Special Matters	50
6.6	Protection of Indenture Trustee	50
Article 7 VOTING SHARE INTEREST PAYMENT ELECTION		51
7.1	Voting Share Interest Payment Election	51
Article 8 SUBORDINATION OF DEBENTURES		54
8.1	Agreement to Subordinate	54
8.2	Order of Payment	54
8.3	Subrogation Rights of Debentureholders	55
8.4	No Payment to Debentureholders if Event of Default under the Senior Indebtedness	56
8.5	Payment on Debentures Permitted	57
8.6	Authorization of Debentureholders to Indenture Trustee to Effect Subordination	57
8.7	Knowledge of Indenture Trustee	57
8.8	Indenture Trustee May Hold Senior Indebtedness	57
8.9	Rights of Holders of Senior Indebtedness Not Impaired	57
8.10	Altering the Senior Indebtedness	58
8.11	Additional Indebtedness	58
8.12	Invalidated Payments	58
8.13	Contesting Security	58
8.14	Right of Debentureholder to Convert Not Impaired	58
Article 9 COVENANTS OF THE CORPORATION		58
9.1	Payment of Principal, Premium and Interest	58
9.2	Corporate Existence; Books of Account	59
9.3	Compliance Certificate	59
9.4	Notice of Default	59
9.5	Securities Laws	59
9.6	Reporting	59
9.7	Performance of Covenants by Indenture Trustee	60
9.8	Payment of Indenture Trustee’s Remuneration	60

 - ii -

Article 10 EVENTS OF DEFAULT AND REMEDIES		60
10.1	Events of Default and Enforcement	60
10.2	Notice of Event of Default	62
10.3	Waiver	62
10.4	Other Remedies	62
10.5	Application of Money Collected	63
10.6	Control by Holders	63
10.7	Limitation on Suits	63
10.8	Collection Suit by Indenture Trustee	64
10.9	Indenture Trustee May File Proofs of Claim	64
10.10	Undertaking for Costs	64
10.11	Delay or Omission Not Waiver	64
10.12	Remedies Cumulative	64
10.13	Judgment Against the Corporation	64
Article 11 SATISFACTION AND DISCHARGE		65
11.1	Non-Presentation of Debentures	65
11.2	Repayment of Unclaimed Moneys or Voting Shares	65
11.3	Discharge	66
11.4	Satisfaction	66
11.5	Continuance of Rights, Duties and Obligations	68
Article 12 THE INDENTURE TRUSTEE		68
12.1	Duties of Indenture Trustee	68
12.2	Employ Agents	69
12.3	Reliance on Evidence of Compliance	69
12.4	Provision of Evidence of Compliance to Indenture Trustee	69
12.5	Contents of Evidence of Compliance	70
12.6	Advice of Experts	70
12.7	Indenture Trustee May Deal in Debentures	70
12.8	Conditions Precedent to Indenture Trustee’s Obligation to Act	70
12.9	Indenture Trustee Not Required to Give Security	71
12.10	Resignation or Removal of Indenture Trustee; Conflict of Interest	71
12.11	Authority to Carry on Business; Resignation	72
12.12	Protection of Indenture Trustee	73
12.13	Additional Representations and Warranties of Indenture Trustee	74
12.14	Third Party Interests	75
12.15	Indenture Trustee Not Bound to Act	75
12.16	Compliance with Privacy Laws	75
Article 13 MEETINGS OF DEBENTUREHOLDERS		75
13.1	Purposes for Which Meetings May be Called	75
13.2	Call, Notice and Place of Meetings	76
13.3	Proxies	76
13.4	Persons Entitled to Vote at Meetings	77
13.5	Quorum; Action	77
13.6	Determination of Voting Rights; Chairman; Conduct and Adjournment of Meetings	78
13.7	Counting Votes and Recording Action of Meetings	78
13.8	Instruments in Writing	79
13.9	Holdings by the Corporation Disregarded	79
13.10	Powers Cumulative	79

 - iii -

13.11	No Consent	79
Article 14 AMALGAMATION, CONSOLIDATION, CONVEYANCE,  TRANSFER OR LEASE		79
14.1	Amalgamation and Consolidations of Corporation and Conveyances Permitted Subject to Certain Conditions	79
14.2	Rights and Duties of Successor Corporation	80
14.3	Officer’s Certificate and Opinion of Counsel	80
Article 15 COMPULSORY ACQUISITION		81
15.1	Definitions	81
15.2	Offer for Debentures	81
15.3	Offerer’s Notice to Dissenting Debentureholders	82
15.4	Delivery of Debenture Certificates	82
15.5	Payment of Consideration to Indenture Trustee	82
15.6	Consideration to be held in Trust	82
15.7	Completion of Transfer of Debentures to Offerer	83
15.8	Communication of Offer to the Corporation	83
Article 16 NOTICES		83
16.1	Notice to Corporation	83
16.2	Notice to Holders	84
16.3	Notice to Indenture Trustee	84
Article 17 SUPPLEMENTAL INDENTURES AND AMENDMENTS		85
17.1	Supplemental Indentures	85
17.2	Execution of Supplemental Indentures	87
17.3	Effect of Supplemental Indentures	87
17.4	Reference in Debentures to Supplemental Indentures	87
17.5	Prior Approval of Recognized Stock Exchange	88
Article 18 MISCELLANEOUS PROVISIONS		88
18.1	Acceptance of Trusts	88
18.2	Protection of Indenture Trustee	88
18.3	Force Majeure	88
18.4	Counterparts and Formal Date	88

Schedule A Form of Debenture

Schedule B Form of Redemption Notice

Schedule C Form of Conversion Notice

Schedule D Form of Maturity Notice

Schedule E Form of Canadian Status Declaration

 - iv -

THIS INDENTURE dated as of May 31, 2017

BETWEEN:
	DHX MEDIA LTD., a federal corporation having its registered office at 1478 Queen Street, Halifax, Nova Scotia, B3J 2H7
	(the “Corporation”)
AND:
	COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada
	(the “Indenture Trustee”)

WHEREAS:

A. The Corporation desires to provide for the creation and issue of convertible unsecured subordinated debentures with the designation of “5.875% Convertible Unsecured Subordinated Debentures” (the “Debentures”), all upon the terms and subject to the conditions set forth in this Indenture (as hereinafter defined);

B. All necessary acts and proceedings have been done and taken and all necessary resolutions have been passed to authorize the execution and delivery of this Indenture by the Corporation, to make the same effective and binding upon the Corporation, and to make the Debentures, when certified by the Indenture Trustee and issued as provided in this Indenture, valid, binding and legal obligations of the Corporation with the benefit and subject to the terms of this Indenture;

C. All necessary acts and proceedings have been done and taken and all necessary resolutions have been passed to authorize the issuance of the Voting Shares (as hereinafter defined) that may be issued upon conversion, redemption or maturity of the Debentures; and

D. The foregoing recitals are made as representations and statements of fact by the Corporation and not by the Indenture Trustee;

NOW, THEREFORE, THIS INDENTURE WITNESSES, and it is hereby agreed and declared, as follows:

Article 1
INTERPRETATION

1.1 Definitions

In this Indenture and in the Debentures, unless there is something in the subject matter or context inconsistent therewith, the following expressions shall have the following meanings:

“1933 Act” means the United States Securities Act of 1933, as amended from time to time;

“90% Redemption Right” has the meaning ascribed thereto in section 3.10(b);

“90% Redemption Right Notice” has the meaning ascribed thereto in section 3.10(b);

“Acceptance Notice” has the meaning ascribed thereto in section 3.10(a)(ii)(C);

“AcquireCo” means DHX SSP Holdings LLC, a wholly-owned subsidiary of the Corporation;

“Acquisition” means, collectively, the acquisition by AcquireCo of (a) all of the issued and outstanding membership interests of IBGNYC LLC, IBGSCREEN, LLC and Shortcake IP Holdings LLC, each a limited liability company organized under the laws of the State of Delaware, and (b) 80% of the issued and outstanding common units of Peanuts Holding LLC, a limited liability company organized under the laws of the State of Delaware, pursuant to the Acquisition Agreements;

“Acquisition Agreements” means, collectively, (a) that certain membership interest purchase agreement dated as of May 9, 2017 between Icon NY Holdings LLC, IBG Borrower LLC, Iconix Brand Group, Inc., the Corporation and AcquireCo, and (b) that certain membership interest purchase agreement dated as of May 9, 2017 between IBG Borrower LLC, Iconix Brand Group, Inc., the Corporation and AcquireCo;

“Acquisition Date” means the date upon which the Corporation completes the Acquisition;

“Act” or “Act of Holder(s)”, when used with respect to any Holder(s), shall have the meaning specified in section 1.12(a);

“Affiliate” has the meaning ascribed thereto in National Instrument 45-106 Prospectus Exemptions;

“Agent” means a Person appointed to act on behalf of another Person;

“Amount Attributable to Cash” has the meaning ascribed thereto in section 7.1(h);

“Applicable Law” means, at any time, with respect to any Person, property, transaction, event or other matter, as applicable, all laws, rules, statutes, regulations, treaties, orders, judgments and decrees, and all official requests, directives, rules, guidelines, orders, policies, practices and other requirements of any Governmental Authority relating or applicable at such time to such Person, property, transaction, event or other matter, and shall also include any interpretation thereof by any Person having jurisdiction over it or charged with its administration or interpretation;

“Applicable Procedures” means, with respect to any transfer or exchange of beneficial ownership interests in, or any conversion, redemption, repayment or repurchase of, a Global Debenture, the rules and procedures of the Depository as in effect from time to time, to the extent applicable;

“Applicable Securities Law” means any Applicable Law in any jurisdiction regulating, or regulating disclosure with respect to, any sale or distribution of securities in, or to residents of, such jurisdiction;

“Applicants” has the meaning ascribed thereto in section 2.18(b);

“Articles of Continuance” means the certificate and articles of continuance of the Corporation dated April 25, 2006, as amended from time to time;

- 2 -

“Base Shares” has the meaning ascribed thereto in section 3.10(e)(ii);

“Beneficial Holder” means a Person being the beneficial owner of a Debenture, as shown on a list maintained by a Participant or the Depository;

“Board of Directors” means either the Board of Directors of the Corporation, or any committee of the Board of Directors duly authorized to make a decision on the matter in question;

“Board Resolution” means a copy of a resolution certified by the Chief Executive Officer, Chief Financial Officer, President or any Vice-President or the Secretary or an Assistant Secretary of the Corporation to have been duly adopted by the Board of Directors and to be in full force and effect and unamended on the date of such certification;

“Book-Based System” means, in relation to the Global Debenture, the clearing, record entry, transfer and pledge systems and services established and operated by or on behalf of the Depository for the Debentures (including, where applicable, pursuant to one or more agreements between such Depository and its Participants establishing the rules and procedures for such systems and services) or any successor systems or services;

“Book-Entry Only Debentures” means Debentures issued pursuant to the Book-Based System of the Depository;

“Business Day” means any day of the week, other than Saturday, Sunday or a statutory or civic holiday in the Province of Ontario or the Province of Nova Scotia, on which banking institutions are open for business in the City of Toronto, Province of Ontario and Halifax Regional Municipality, Province of Nova Scotia;

“Canadian” means a Canadian as such term is defined in the Direction to the CRTC (Ineligibility of Non-Canadians), SOR-97-192, made pursuant to the Broadcasting Act (Canada);

“Canadian generally accepted accounting principles” means generally accepted accounting principles in effect from time to time in Canada, as established and adopted by the Canadian Institute of Chartered Accountants or any successor body, including International Financial Reporting Standards;

“Canadian Government Obligations” means securities that are (a) direct obligations of Canada for the payment of which its full faith and credit is pledged, or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of Canada, the payment of which is unconditionally guaranteed as a full faith and credit obligation by Canada, and shall also include a depository receipt issued by a bank or trust corporation as custodian with respect to any such Canadian Government Obligation or a specific payment of interest on or principal of any such Canadian Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by Applicable Law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Canadian Government Obligation or the specific payment of interest on or principal of the Canadian Government Obligation evidenced by such depository receipt;

“Canadian Status Declaration” means a declaration substantially in the form attached hereto as Schedule E or such other form as is acceptable to the Corporation or the Indenture Trustee, by which a holder of Debentures certifies whether such holder is a qualified Canadian;

“Capital Reorganization” has the meaning ascribed thereto in section 6.1(g);

- 3 -

“Capitalized Lease Obligations” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with Canadian generally accepted accounting principles;

“Cash Change of Control” means a Change of Control in which 10% or more of the consideration for the Voting Shares in the transaction(s) constituting a Change of Control consists of: (a) cash, (b) equity securities, including trust units, limited partnership units or other participating securities of a trust, limited partnership or similar entity, that are not traded or intended to be traded immediately following such transaction(s) on a stock exchange, or (c) other property that is not traded or intended to be traded immediately following such transaction(s) on a stock exchange;

“Cash Change of Control Conversion Period” has the meaning ascribed thereto in section 3.10(e)(i);

“Cash Change of Control Conversion Price” has the meaning ascribed thereto in section 3.10(e)(i);

“Cash Payment Election” has the meaning ascribed thereto in section 4.1(c);

“CDS” means CDS Clearing and Depository Services Inc., together with its successors from time to time;

“Change of Control” means (a) the acquisition by any Person, or group of Persons acting jointly or in concert within the meaning of the Securities Act (Ontario), of voting control or direction over Voting Shares carrying in aggregate more than 50% of the voting rights attached to all outstanding shares in the capital of the Corporation (other than an internal reorganization), or (b) the sale or other transfer of all or substantially all of the assets of the Corporation on a consolidated basis; but a Change of Control shall not include a sale, merger, reorganization, arrangement, combination or other similar transaction if the holders of the Voting Shares immediately prior to the completion of the transaction hold or have direction over at least 50% of the voting control or direction in such merged, reorganized, arranged, combined or other continuing entity (and in the case of a sale of all or substantially all of the assets, in the entity that has acquired such assets) immediately following the completion of such transaction;

“Change of Control Notice” has the meaning ascribed thereto in section 3.10(a)(i);

“Common Voting Shares” means the common voting shares in the capital of the Corporation having the rights, privileges, restrictions and conditions set out in the Articles of Continuance;

“Conversion Date” has the meaning ascribed thereto in section 4.1(d);

“Conversion Notice” has the meaning ascribed thereto in section 4.1(b);

“Conversion Number” means, as of the applicable Conversion Date, the number obtained when dividing $1,000 principal amount of Debentures by the Conversion Price (or in the event of a Cash Change of Control, the Cash Change of Control Conversion Price), and rounding to four decimal places, which as of the date hereof is 125;

“Conversion Price” means $8.00 per Voting Share, subject to adjustment from time to time pursuant to Article 6;

- 4 -

“Corporate Trust Office” means the principal office or offices of the Indenture Trustee in the City of Toronto, Province of Ontario, at which at any particular time its corporate trust business shall be administered;

“Corporation” means DHX Media Ltd. until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter, “Corporation” shall mean such successor corporation;

“Counsel” means, in the case of Counsel to the Indenture Trustee, any barrister, solicitor or other lawyer or firm of barristers, solicitors or other lawyers retained or employed by the Indenture Trustee (who may, except as otherwise expressly provided in this Indenture, also be Counsel to the Corporation) and, in the case of Counsel to the Corporation, any barrister, solicitor or other lawyer or firm of barristers, solicitors or other lawyers retained or employed by the Corporation and acceptable to the Indenture Trustee, acting reasonably;

“Current Market Price” means, at any date, the Weighted Average Trading Price per share at which the Common Voting Shares have traded:

(a) on the TSX;

(b) if the Common Voting Shares are not listed on the TSX, on any stock exchange upon which the Common Voting Shares are listed as may be selected for this purpose by the board of directors of the Corporation, acting reasonably; or

(c) if the Common Voting Shares are not listed on any stock exchange, on any over-the-counter market on which the Common Voting Shares are trading, as may be selected for this purpose by the board of directors of the Corporation, acting reasonably;

during the 20 consecutive Trading Days ending on and including the fifth Trading Day before (and not including) such date;

“Debentureholder(s)” or “Holder(s)” means the registered holder(s) of Debentures at the applicable time, and including, for greater certainty, in the case of any Global Debenture, the Depository or its nominee in whose name such Global Debenture is registered, as the case may be;

“Debentures” means the 5.875% Convertible Unsecured Subordinated Debentures issued under this Indenture and certified pursuant to this Indenture;

“Defeased Debentures” has the meaning ascribed thereto in section 11.5(b);

“Definitive Debentures” means Debentures in the form of individual certificates in definitive fully registered form issued pursuant to section 2.2 and substantially in the form of Schedule “A”;

“Depository” means, in respect of the Book-Entry Only Debentures, CDS and includes any successor corporation or any other depository subsequently appointed by the Corporation as the depository in respect of Book-Entry Only Debentures;

“Dividends Paid in the Ordinary Course” means dividends paid on the Voting Shares, whether in (a) cash, (b) shares of the Corporation, or (c) rights, options or warrants to purchase any shares, property or other assets of the Corporation, in each case to the extent that the amount or value of such dividends does not exceed $0.025 per Voting Share per calendar quarter (or the equivalent thereof if the Corporation changes the frequency of payment of its dividends) subject to adjustment from time to time pursuant to Article 6; and for the purpose of the foregoing where any dividend is paid otherwise than in cash, any securities so distributed by way of dividend shall be valued at the Fair Market Value of such securities;

- 5 -

“DRIP” means the dividend reinvestment plan adopted by the Corporation and approved by the TSX and in effect as of the date hereof, pursuant to which eligible shareholders of the Corporation may elect to reinvest their cash dividends and acquire additional Voting Shares;

“Effective Date” has the meaning ascribed thereto in section 3.10(e)(i);

“Elected Amount” has the meaning ascribed thereto in section 4.1(c);

“ESP Plan” means the Employee Share Purchase Plan adopted by the Corporation and approved by the Corporation’s shareholders and in effect as of the date hereof;

“Expiration Date” has the meaning ascribed thereto in section 6.1(e);

“Expiry Date” has the meaning ascribed thereto in section 3.10(a)(ii)(B);

“Expiration Time” has the meaning ascribed thereto in section 6.1(e);

“Expiry Time” has the meaning ascribed thereto in section 3.10(a)(ii)(B);

“Event of Default” means any of the events identified in section 10.1 as being an Event of Default;

“Exercise Price” has the meaning ascribed thereto in section 6.1(h);

“Extraordinary Resolution” means a resolution at a meeting of Debentureholders duly convened and held in accordance with the provisions of Article 13 passed by the favourable votes of the Holders of not less than 66⅔% of the principal amount of Outstanding Debentures represented in person or by proxy at such meeting or a written resolution signed in the manner contemplated by section 13.8;

“Fair Market Value” means, as at any date:

(a) with respect to a security listed and posted for trading on a stock exchange, the Weighted Average Trading Price of such security for the 20 consecutive Trading Days immediately preceding such date on the stock exchange on which the greatest volume of trading in the security occurred during such 20 Trading Day period;

(b) with respect to a security not listed and posted for trading on a stock exchange but traded on an over-the-counter market, the Weighted Average Trading Price of such security on such over-the-counter market for the 20 consecutive Trading Days immediately preceding such date; or

(c) for any other security or property, the fair market value thereof at such date as determined by the Board of Directors or an Independent Member of the Investment Industry Regulatory Organization of Canada selected from time to time by the Board of Directors for such purpose, in either case acting reasonably;

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“Freely Tradeable” means, in respect of securities of any class in the capital of any entity, securities which (a) are issuable by the entity without the necessity of filing a prospectus or any other similar offering document (other than such prospectus or similar offering document that has already been filed) under Canadian Applicable Securities Laws and such issue does not constitute a distribution (other than a distribution already qualified by a prospectus or similar offering document) or constitutes an exempt distribution under Canadian Applicable Securities Laws, and (b) can be traded by the holder thereof without any restriction under Canadian Applicable Securities Laws, such as hold periods, except in the case of a “control distribution” as defined under Canadian Applicable Securities Laws;

“Global Debenture(s)” has the meaning ascribed thereto in section 2.11(a);

“Governmental Authority” means, when used with respect to any Person, property, transaction, event or other matter, any government, parliament, legislature, regulatory authority, agency, tribunal, department, commission, board, instrumentality, court, arbitration board or arbitrator or other law, regulation or rule-making entity (including a Minister of the Crown, any central bank, Superintendent of Financial Institutions, Recognized Stock Exchange, or other comparable authority or agency) having or purporting to have jurisdiction on behalf of, or pursuant to the laws of, Canada or any country to which such Person, property, transaction, event or other matter, is subject, or any province, territory, state, municipality, district or political subdivision of any such country or of any such province, territory or state of such country;

“Hedging Obligations” means, with respect to any Person, (a) the obligations of such Person under (i) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements, and (ii) other agreements or arrangements designed to manage or hedge fluctuations in currency exchange, interest rates or commodity prices; and (b) to the extent not otherwise included in clause (a) of this definition, any obligation of such Person to be liable for, to purchase, to assume or to pay, as obligor, guarantor or otherwise, on the Hedging Obligations of another Person;

“Incur” means issue, assume, guarantee, incur or otherwise become liable for and “Incurred” or “Incurrence” will have a corresponding meaning; provided, however, that any Indebtedness of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary;

“Indebtedness” means, with respect to any Person: (a) the principal amount of any indebtedness of such Person, whether or not contingent: (i) in respect of borrowed money, (ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit, letters of guarantee or bankers’ acceptances (or, without duplication, reimbursement obligations or indemnification obligations in respect thereof), (iii) representing the deferred and unpaid purchase price of any property (including purchase money mortgages), or (iv) in respect of Capitalized Lease Obligations and operating lease obligations, and (v) all renewals, extensions and refinancing of the foregoing; (b) to the extent not otherwise included in clause (a) of this definition, any obligation of such Person to be liable for, to purchase, to assume, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business); and (c) to the extent not otherwise included, in clause (a) or (b) of this definition, Indebtedness specified in clause (a) or (b) of this definition of another Person secured by a Security on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of (i) the Fair Market Value of such asset at such applicable date and (ii) the amount of such Indebtedness of such other Person; provided, further, that any obligation of the Corporation in respect of account credits or participants under any employee, director or officer compensation plan will be deemed not to constitute Indebtedness), provided that “Indebtedness” does not include trade accounts payable and accrued liabilities (including contract loans and income taxes payable) incurred in the ordinary course of business;

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“Indenture” means or refers to this Indenture as amended or supplemented by any indenture, deed or instrument supplemental or ancillary thereto;

“Indenture Trustee” means Computershare Trust Company of Canada until a successor Indenture Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter, “Indenture Trustee” shall mean or include each Person who is then an Indenture Trustee hereunder;

“Independent Member of the Investment Industry Regulatory Organization of Canada” means a member firm of the Investment Industry Regulatory Organization of Canada that, in the determination of the Board of Directors acting reasonably, is independent of the Corporation and the issuer of any securities that are the subject matter of the engagement, having regard to, among other things, the considerations set out in National Instrument 33-105 Underwriting Conflicts or any successor instrument;

“Interest Obligation” means the obligation of the Corporation to pay interest on the Debentures, as and when the same becomes due;

“Interest Payment Date” means the last day of Septemberand March in each year until all interest has been paid, the first Interest Payment Date being September 30, 2017;

“Interest Period” has the meaning ascribed thereto in section 2.3;

“Issue Date” means the date on which the Debentures are issued by the Corporation pursuant to this Indenture;

“Make-Whole Premium Shares” has the meaning ascribed thereto in section 3.10(e)(ii);

“Maturity” means the date on which the principal becomes due and payable under the Debentures;

“Maturity Date” means September 30, 2024 or such other date on which the Debentures become due and payable;

“Maturity Notice” has the meaning ascribed thereto in section 5.2(a);

“NASDAQ” means the NASDAQ Stock Market;

“NI 62-104” means National Instrument 62-104 Take-Over Bids and Issuer Bids;

“Notice” means any notice, document or other communication required or permitted to be given under this Indenture;

“Offer Price” has the meaning ascribed thereto in section 3.10(a)(i);

“Offer to Purchase” has the meaning ascribed thereto in section 3.10(a)(i);

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“Offering Document” means, with respect to the Debentures, the prospectus prepared by or on behalf of the Corporation for delivery to purchasers, or prospective purchasers, of the Debentures or any part of the Debentures in connection with the initial distribution of the Debentures;

“Office” or “Agency” means an office or agency of the Corporation, the Indenture Trustee, the Transfer Agent or the paying agent, as the case may be, maintained or designated in the Place of Payment pursuant to this Indenture or any other office or agency of the Corporation, the Indenture Trustee, the Transfer Agent or the paying agent, as the case may be, maintained or designated pursuant to this Indenture;

“Officer’s Certificate” means a written certificate signed by any Responsible Officer of the Corporation;

“Opinion of Counsel” means a written opinion addressed to the Indenture Trustee (among other addressees) by Counsel who shall be reasonably satisfactory to the Indenture Trustee;

“Outstanding” means, when used with respect to Debentures, as of the applicable date, all Debentures theretofore certified and delivered by the Indenture Trustee under this Indenture, except:

(a) Debentures theretofore cancelled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation;

(b) Debentures for whose payment, purchase, repurchase or redemption money in the necessary amount has been theretofore deposited with the Indenture Trustee under gratuitous deposit or set aside and segregated in trust by the Corporation (if the Corporation shall act as its own paying agent) for the Holders of such Debentures; provided, however, that if such Debentures are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Indenture Trustee has been made; and

(c) Debentures that have been surrendered to the Indenture Trustee pursuant to section 2.16 or in exchange for or in lieu of which other Debentures have been certified and delivered pursuant to this Indenture, other than any such Debentures in respect of which there shall have been presented to the Indenture Trustee proof satisfactory to it that such Debentures are held by a bona fide purchaser in whose hands such Debentures are valid obligations of the Corporation;

provided, however, that in determining whether the Holders of the requisite principal amount of Debentures then Outstanding have taken any Act of Holders hereunder, Debentures owned by the Corporation or any Affiliate of the Corporation shall be disregarded and deemed not to be then Outstanding; provided further that, in determining whether the Indenture Trustee shall be protected in acting and relying upon such Act of Holders, only Debentures of which the Indenture Trustee has actual notice that they are so owned shall be so disregarded; and provided further that Debentures so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right to act with respect to such Debentures and that the pledgee is not the Corporation or any Affiliate of the Corporation, and a Holder that has become an Affiliate of the Corporation as a result of it or one or more of its Affiliates having converted some or all of its Debentures into Voting Shares shall not be considered an Affiliate of the Corporation for the purposes of this determination;

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“Participant” means, in relation to a Depository, a broker, dealer, bank or other financial institution or other Person on whose behalf such Depository or its nominee holds Debentures pursuant to a Book-Based System operated by such Depository;

“Payment Date” has the meaning ascribed thereto in section 3.10(a)(ii)(E);

“Person” means any natural person, corporation, firm, partnership, joint venture, trustee, executor, liquidator of a succession, administrator, legal representative or other unincorporated association, trust, unincorporated organization, government or Governmental Authority and pronouns relating thereto have a similar extended meaning;

“PSU Plan” means the performance share unit plan adopted by the Corporation and approved by the Corporation’s shareholders and in effect as of the date hereof;

“Place of Payment” shall mean the place or places where the principal of, premium, if any, interest and other amounts on Debentures are payable;

“Proceeding” shall mean any suit, action or other judicial or administrative proceeding;

“Property” shall mean any asset, revenue or any other property or property right or interest, whether tangible or intangible, real or personal, including, without limitation, any right to receive income;

“Property Account” means a segregated trust account with a “financial institution” as that term is defined in the Bank Act (Canada);

“Purchased Voting Shares” has the meaning ascribed thereto in section 6.1(e);

“Recognized Stock Exchanges” means the TSX or the NASDAQ, or any other stock exchange on which the Voting Shares or any of them are then listed and posted for trading;

“Redemption Amount” has the meaning ascribed thereto in section 3.1(a);

“Redemption Date” means the later of (i) September 30, 2020 and (ii) the date selected by the Corporation for redemption pursuant to section 3.1;

“Redemption Notice” has the meaning ascribed thereto in section 3.4;

“Redemption Price” means, when used with respect to any Debenture to be redeemed, the price at which it is to be redeemed;

“Regular Interest Record Date” means, with respect to an Interest Payment Date, the date determined as the record date for the determination of the Holders to which interest on Debentures is payable on such Interest Payment Date, which date shall be the 7^th Business Day preceding the Interest Payment Date;

“Responsible Officer of the Corporation” means the Executive Chair, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President, General Counsel, Corporate Secretary, or any other officer of the Corporation customarily performing functions similar to those performed by any of the above designated officers;

“Rights Period” and “Rights Offering” have the meanings ascribed thereto in section 6.1(b);

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“Security” means any mortgage, pledge, hypothec, lien, security interest, charge or other encumbrance of any kind;

“SEDAR” has the meaning ascribed thereto in National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR);

“Senior Indebtedness” means the principal of, premium, if any, interest on (including interest accruing on or after the filing of any petition in bankruptcy, insolvency or for reorganization relating to the Corporation whether or not a claim for post-filing interest is allowed in such proceeding) and other amounts (including make-whole, fees, expenses, reimbursement obligations under letters of credit and indemnities) payable in respect of all Indebtedness of the Corporation and all Hedging Obligations of the Corporation, in each case, whether outstanding on the date hereof or hereafter Incurred, which is secured by a Security on all or any portion of the assets of the Corporation, unless the instrument or agreement creating or evidencing the same or pursuant to which the same is outstanding provides that such obligations are subordinate in right of payment to the Debentures or rank pari passu in right of payment to the Debentures; provided, however, that Senior Indebtedness shall not include (a) any Indebtedness of the Corporation owing to any Subsidiary of the Corporation, (b) any liability for federal, state, provincial, local or other Taxes owed or owing by the Corporation, and (c) any obligations of the Corporation with respect to any capital stock;

“Share Redemption Right” has the meaning ascribed thereto in section 3.7(a);

“Share Repayment Right” has the meaning ascribed thereto in section 5.2(a);

“Special Distribution” has the meaning ascribed thereto in section 6.1(d);

“Stated Maturity” shall mean, with respect to any principal of or accrued interest on a Debenture, the fixed date or dates specified on which such principal or interest is due and payable;

“Stock Option Plan” means the stock option plan adopted by the Corporation and most recently approved by the Corporation’s shareholders and in effect as of the date hereof;

“Subsidiary” has the meaning ascribed thereto in National Instrument 45-106 Prospectus Exemptions;

“Successor Corporation” shall have the meaning ascribed thereto in section 14.1(a);

“Supplemental Indenture” shall have the meaning ascribed thereto in section 17.1(a);

“Tax Act” means the Income Tax Act (Canada) and the regulations promulgated thereunder, as amended from time to time;

“Taxes” means any tax, duty, levy, impost, assessment or other governmental charge imposed or levied by or on behalf of any Governmental Authority;

“Trading Day” means a day on which the Recognized Stock Exchanges (or such other exchange on which the Voting Shares or any of them are listed and which forms the primary trading market for such shares) are open for trading, and if the Voting Shares are not listed on a stock exchange, a day on which an over-the-counter market where such shares are traded is open for business;

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“Transfer Agent” shall mean Computershare Trust Company of Canada or other Person or Persons appointed as the transfer agent for the Voting Shares and the Debentures, in such capacity, together with such Person’s or Persons’ successor from time to time in such capacity;

“TSX” means the Toronto Stock Exchange;

“United States” has the meaning ascribed thereto in Regulation S under the 1933 Act;

“Variable Voting Shares” means the variable voting shares in the capital of the Corporation having the rights, privileges, restrictions and conditions set out in the Articles of Continuance;

“Voting Share Bid Request” means a request for bids to purchase Voting Shares (to be issued by the Corporation on the Voting Share Delivery Date) made by the Corporation in accordance with the Voting Share Interest Payment Election Notice;

“Voting Share Delivery Date” means a date, not more than 90 days and not less than seven Business Days prior to the applicable Interest Payment Date, upon which Voting Shares are issued by the Corporation and delivered to the Indenture Trustee for sale pursuant to Voting Share Purchase Agreements;

“Voting Share Interest Payment Election” means an election by the Corporation to satisfy all or a part of an Interest Obligation in the manner described in the Voting Share Interest Payment Election Notice;

“Voting Share Interest Payment Election Amount” means the aggregate net proceeds resulting from the sale of Voting Shares on or about the Voting Share Delivery Date pursuant to acceptable bids obtained pursuant to the Voting Share Bid Requests;

“Voting Share Interest Payment Election Notice” means a written notice made by the Corporation to the Indenture Trustee specifying:

(a) the Interest Obligation to which the election relates;

(b) the amount of proceeds which the Corporation wishes to raise;

(c) the investment banks, brokers or dealers through which the Corporation shall seek bids to purchase the Voting Shares and the conditions of such bids, which may include the minimum number of Voting Shares, minimum price per Voting Share, timing for closing for bids and such other matters as the Corporation may specify; and

(d) that the Corporation shall accept through the investment banks, brokers or dealers selected by the Corporation only those bids which comply with such notice;

“Voting Share Proceeds Investment” has the meaning ascribed thereto in section 7.1(i);

“Voting Share Purchase Agreement” means an agreement in customary form among the Corporation and the Persons making acceptable bids pursuant to a Voting Share Bid Request, which complies with all Applicable Laws and the rules and regulations of any Recognized Stock Exchanges;

“Voting Share Reorganization” has the meaning ascribed thereto in section 6.1(a);

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“Voting Shares” means the Common Voting Shares and/or the Variable Voting Shares, as the context may require, as such Voting Shares are constituted on the date of execution and delivery of this Indenture;

“Weighted Average Trading Price” means, with respect to any security listed on a stock exchange or quoted on a quotation service during a specified period, the quotient obtained by dividing (a) the aggregate sale price of all such securities sold on such stock exchange or quotation service during such period, by (b) the total number of such securities sold on such stock exchange or quotation service during such period, as determined from time to time by the Board of Directors, or upon request of the Board of Directors, as determined by an Independent Member of the Investment Industry Regulatory Organization of Canada for such purpose;

“Wholly-Owned Subsidiary” means any corporation of which the Corporation beneficially owns, directly or indirectly, all the voting securities and equity shares and a corporation shall be deemed to beneficially own voting securities and equity shares beneficially owned by a Wholly-Owned Subsidiary and so on indefinitely;

“Written Order” or “Written Request” means a written order or request, respectively, signed in the name of the Corporation by a Responsible Officer of the Corporation;

and all other terms which are used herein but not otherwise defined herein, and that are defined in the Securities Act (Ontario), either directly or by reference therein, shall have the meanings assigned to them therein.

1.2 Interpretation

(a) Words importing the singular number shall include the plural and vice versa and words importing gender shall include the masculine, feminine and neuter genders.

(b) The words “hereto”, “herein”, “hereof”, “hereby”, “hereunder”, and other words of similar import refer to this Indenture as a whole and not to any particular article, section, subsection, paragraph, clause or other part of this Indenture.

(c) Except as otherwise provided herein, any reference in this Indenture to any act, statute, regulation, policy statement, instrument, agreement, or section thereof shall be deemed to be a reference to such act, statute, regulation, policy statement, instrument, agreement or section thereof as amended, re-enacted or replaced from time to time.

1.3 Accounting Terms

As used in this Indenture and in any certificate or other document made or delivered pursuant to this Indenture, accounting terms not defined in this Indenture, or in any such certificate or other document, and accounting terms partly defined in this Indenture or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under Canadian generally accepted accounting principles. To the extent that the definitions of accounting terms in this Indenture, or in any such certificate or other document are inconsistent with the meanings of such terms under Canadian generally accepted accounting principles, the definitions contained in this Indenture, or in any such certificate or other document shall prevail.

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1.4 Headings and Table of Contents

The division of this Indenture, or any related document, into articles, sections, subsections, paragraphs, clauses and other subdivisions, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture or any such related document.

1.5 Section and Schedule References

Unless something in the subject matter or context is inconsistent therewith, references in this Indenture to articles, sections, subsections, paragraphs, clauses, other subdivisions, exhibits, appendices or schedules are to articles, sections, subsections, paragraphs, clauses, other subdivisions, exhibits, appendices or schedules of or to this Indenture.

1.6 Governing Law

This Indenture and each Debenture issued hereunder shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as Ontario contracts.

1.7 Currency

Unless expressly provided to the contrary in this Indenture or in any Debenture, all monetary amounts in this Indenture or in such Debenture refer to Canadian dollars. References to “$” and “Canadian dollars” are to the lawful currency of Canada, and references to “US$” and “US dollars” are to the lawful currency of the United States.

1.8 Non-Business Days

Unless expressly provided to the contrary in this Indenture or in any Debenture, whenever any payment shall be due, any period of time shall begin or end, any calculation is to be made or any other action is to be taken on, or as of, or from a period beginning or ending on, a day other than a Business Day, such payment shall be made, such period of time shall begin or end, such calculation shall be made and such other actions shall be taken, as the case may be, on, or as of, or from a period beginning or ending on, the next succeeding Business Day.

1.9 Time

Unless otherwise expressly stated in this Indenture or in any Debenture, all references to a time will mean Eastern Time. Time shall be of the essence in this Indenture.

1.10 Independence of Covenants

Each covenant contained in this Indenture shall be construed (absent an express provision to the contrary) as being independent of each other covenant, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant.

1.11 Form of Documents Delivered to Indenture Trustee

(a) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

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(b) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

1.12 Acts of Holders

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may, alternatively, be embodied in and evidenced by the record of Debentureholders voting in favour thereof, either in person or by proxies duly appointed in writing, at any meeting of Debentureholders duly called and held in accordance with the provisions of Article 13, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such requisite instrument or instruments or records of such meeting are delivered to the Indenture Trustee and, where it is hereby expressly required, to the Corporation. Such instrument or instruments or records of such meeting (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act of Holders” or the “Act” of the Holders signing such instrument or instruments or voting in favour thereof. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to section 12.1, conclusive in favour of the Indenture Trustee and the Corporation, if made in the manner provided in this section 1.12. The record of any meeting of Debentureholders shall be provided in the manner specified in section 13.7.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgements of deeds, certifying that the individual signing such instrument or writing acknowledged to such notary public or other officer the execution thereof. Where such execution is by a signer acting in a capacity, other than such signer’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of such signer’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any manner that the Indenture Trustee deems sufficient.

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(c) If the Corporation or the Indenture Trustee shall solicit from the Debentureholders any Act, the Corporation or the Indenture Trustee, as the case may be, may, at its option, fix in advance a record date for the determination of Debentureholders entitled to take such Act, but the Corporation or the Indenture Trustee, as the case may be, shall have no obligation to do so. Any such record date shall be fixed at the Corporation’s or the Indenture Trustee’s discretion, as the case may be, provided that such record date shall be fixed on a date not more than 60 days prior to the Act. If such a record date is fixed, such Act may be sought or taken before or after the record date, but only the Debentureholders of record at the close of business on such record date shall be deemed to be Debentureholders for the purpose of determining whether Holders of the requisite proportion of Debentures Outstanding have authorized or agreed or consented to such Act, and for that purpose the Debentures Outstanding shall be computed as of such record date.

(d) Any Act of the Holder of any Debenture shall bind every future holder of the same Debenture and the Holder of every Debenture issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, suffered or omitted by the Indenture Trustee or the Corporation in reliance thereon, whether or not notation of such action is made upon such Debenture.

1.13 Interest Payments and Calculations

(a) All interest payments to be made under this Indenture or any Debenture shall be paid without allowance or deduction for deemed re-investment or otherwise, both before and after Maturity and before and after default and/or judgment, if any, until payment of the amount on which such interest is accruing, and, to the extent permitted by Applicable Law, interest will accrue on overdue interest. For the avoidance of doubt, interest on the Debentures shall be calculated as simple interest and shall not compound (other than on overdue interest).

(b) For the purposes of the Interest Act (Canada), if in this Indenture or in any Debenture a rate of interest is or is to be calculated on the basis of a period which is less than a full calendar year, the yearly rate of interest to which such rate is equivalent is such rate multiplied by the actual number of days in the calendar year for which such calculation is made and divided by 365 days.

(c) The rate of interest stipulated in this Indenture or in any Debenture will be calculated using the nominal rate method of calculation, and will not be calculated using the effective rate method of calculation or on any other basis that gives effect to the principle of deemed re-investment of interest.

(d) In calculating interest under this Indenture or under a Debenture for any period, unless otherwise specifically stated, the first day of such period shall be included and the last day of such period shall be excluded.

1.14 English Language

The Corporation, the Indenture Trustee and, by their acceptance of Debentures and the benefits of this Indenture, the Holders acknowledge that this Indenture, each Debenture and each document related hereto and thereto has been drawn up in English at the express will of such Persons.

1.15 Successors and Assigns

All covenants and agreements in this Indenture by the Corporation shall bind its successors and assigns, whether expressed or not.

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1.16 Severability Clause

If any provision in this Indenture or in the Debentures shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

1.17 Benefits of Indenture

Nothing in this Indenture and in the Debentures, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any paying agent, any Person maintaining the record of the Debentureholders pursuant to section 2.14, Transfer Agent and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

1.18 Schedules

The following Schedules form part of this Indenture:

Schedule “A”	-	Form of Debenture
Schedule “B”	-	Form of Redemption Notice
Schedule “C”	-	Form of Conversion Notice
Schedule “D”	-	Form of Maturity Notice
Schedule “E”		Form of Canadian Status Declaration

1.19 Benefits of Indenture through Indenture Trustee

For greater certainty, this Indenture is being entered into with the Indenture Trustee for the benefit of the Holders and the Indenture Trustee declares that it holds all rights, benefits and interests of this Indenture on behalf of and as the Person holding the power of attorney of, the Holders and each such Person who becomes a Holder of the Debentures from time to time.

Article 2
THE DEBENTURES

2.1 Limit of Issue and Designation of Debentures

The Debentures authorized to be issued hereunder shall consist of, and be limited to, $140,000,000 aggregate principal amount and shall be designated as “5.875% Convertible Unsecured Subordinated Debentures”.

2.2 Form and Terms of Debentures

(a) The Debentures shall be dated as of the Issue Date and shall mature on the Maturity Date. Except with respect to the first Interest Payment Date, the Debentures shall bear interest from and including the Issue Date at the rate of 5.875% per annum (after as well as before Maturity, default and judgment, with interest on overdue interest at the said rate), payable in equal semi-annual instalments in arrears on each Interest Payment Date subject to section 2.3.

(b) Subject to the Share Redemption Right pursuant to section 3.7(a) and the Share Repayment Right pursuant to section 5.2(a), the principal of the Debentures will be payable on the Maturity Date in lawful money of Canada against surrender thereof by the Holder at the Corporate Trust Office or at such place or places as may be designated by the Corporation for that purpose.

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(c) The Debentures shall be issued as fully registered Debentures in denominations of $1,000 and integral multiples of $1,000 or as a Global Debenture, shall be redeemable as provided for in Article 3 and shall be convertible as provided for in Article 4.

(d) The Debentures and the certificate of the Indenture Trustee endorsed thereon shall be substantially in the form set forth in Schedule “A” hereto, provided that if a Debenture is issued as a Global Debenture in accordance with section 2.11, it shall have appended thereto a principal amount grid in the form of Exhibit “A” to the form of Debenture attached as Schedule “A” hereto, which shall be appropriately adjusted at such times as Debentures are converted, redeemed or repurchased in accordance with the terms hereof.

2.3 Interest

Each Debenture issued hereunder, whether issued originally or in exchange for another Debenture, shall bear interest from and including the Issue Date or from and including the last Interest Payment Date on which interest shall have been paid or made available for payment on the Debentures then Outstanding, whichever shall be the later, to but excluding the earlier of:

(a) the following Interest Payment Date;

(b) if called for redemption pursuant to section 3.1, the Redemption Date;

(c) if purchased in accordance with section 3.8, the date of payment;

(d) if repurchased in accordance with section 3.10, the Payment Date;

(e) if converted in accordance with section 4.1, the Conversion Date; and

(f) the Maturity Date,

as the case may be (the “Interest Period”); unless such payment is improperly withheld or refused, upon due presentation and surrender thereof for payment on or after the appropriate date. The first Interest Payment Date shall be on September 30, 2017 and shall be calculated as if the Issue Date was May 31, 2017, so that the interest payment payable on the first Interest Payment Date will amount to $19.637 per $1,000 principal amount of Debenture. Each subsequent payment on an Interest Payment Date will amount to $29.375 per $1,000 principal amount of Debenture. The interest payable per $1,000 principal amount of Debenture in respect of an Interest Period other than an Interest Period that ends on an Interest Payment Date shall be calculated by multiplying $1,000 by the interest rate of 5.875% per annum, dividing the product so obtained by 365 days and multiplying the quotient by the actual number of days in the said Interest Period.

2.4 Prescription

The right of the Debentureholders to exercise their rights under this Indenture shall become void unless the Debentures are presented for payment within a period of three years from the Maturity Date, after which payment thereof shall be governed by the provisions of Article 11 hereof. The Corporation shall have satisfied its obligations under the Debentures upon remittance to the Indenture Trustee for the account of the Debentureholders, upon redemption, repurchase, conversion or at the Maturity Date, of any and all consideration due hereunder in cash or by the delivery of Freely Tradeable Voting Shares, subject to and in accordance with the provisions of this Indenture, and such remittance shall for all purposes be deemed a payment to the Debentureholders, and thereafter, such Debentures shall not be considered as Outstanding and the Debentureholders shall have no right, except to receive payment out of the moneys so paid and deposited or Freely Tradeable Voting Shares deposited upon surrender of their Debentures.

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2.5 Issue of Debentures

Debentures in such aggregate principal amounts as the Board of Directors shall determine and in lawful money of Canada shall be executed by the Corporation from time to time and, forthwith after such execution, shall be delivered to the Indenture Trustee and shall be certified by the Indenture Trustee and delivered to the Corporation in accordance with the terms of section 2.7. Other than as contemplated by section 2.8(b), the Indenture Trustee shall receive no consideration for the certification of Debentures.

2.6 Execution

(a) The Debentures shall be executed on behalf of the Corporation by any one Responsible Officer of the Corporation who holds such office at the time of execution. The signature of any of these officers on the Debentures may be done manually, by facsimile or comparable electronic means. Debentures bearing the manual, facsimile or electronic signatures of individuals who were at the time the proper officers of the Corporation shall bind the Corporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the certification and delivery of such Debentures.

(b) If Debentures are issued as Definitive Debentures, the Corporation shall provide to the Indenture Trustee a supply of certificates to evidence such Definitive Debentures in such form, in such amounts, bearing such distinguishing letters and numbers, and as at such times as are necessary to enable the Indenture Trustee to fulfil its responsibilities under this Indenture.

2.7 Certification by Indenture Trustee

(a) At any time and from time to time after the execution and delivery of this Indenture and in accordance with the terms hereof, the Corporation may deliver Debentures executed on behalf of the Corporation to the Indenture Trustee for certification, pursuant to a Written Order applicable thereto and evidence of compliance, if requested by the Indenture Trustee, in accordance with section 12.4 and Applicable Law. Upon receipt by the Indenture Trustee of a Written Order applicable to such Debentures and such evidence of compliance, the Indenture Trustee shall certify and deliver such Debentures in the manner specified in such Written Order, without receiving any consideration for such certification and delivery (other than as contemplated by section 2.8(b)).

(b) No Holder shall be entitled to any right or benefit under this Indenture with respect to a Debenture, and such Debenture shall not be valid or binding for any purpose, unless such Debenture has been certified by the Indenture Trustee, as evidenced by the manual signature of an authorized officer of the Indenture Trustee. Such certification upon any Debenture shall be conclusive evidence, and the only evidence, that such Debenture has been issued under this Indenture.

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(c) Debentures bearing the manual signature of an individual who was, at the time that such signature was affixed, an authorized signing officer of the Indenture Trustee, shall be valid and binding on the Indenture Trustee notwithstanding that such individual ceased to be an authorized signing officer of the Indenture Trustee prior to the delivery of such Debentures.

(d) The certification by the Indenture Trustee on the Debentures shall not be construed as a representation or warranty by the Indenture Trustee as to the validity of this Indenture or of the Debentures (except in respect of the due certification thereof and any other warranties implied by law) or as to the performance by the Corporation of its obligations under this Indenture and the Indenture Trustee shall in no respect be liable or answerable for the use made of the Debentures or any of them or of the proceeds thereof.

2.8 Registration of Exchanges

(a) Debentures may be exchanged for one or more Debentures in an equal aggregate principal amount upon surrender of the Debentures to be exchanged at the specified office of the Indenture Trustee; provided, however, that each Debenture issued in exchange for such original Debenture shall have a principal amount in an authorized denomination as provided for herein.

(b) The Indenture Trustee may make a charge to reimburse itself for any stamp Taxes or governmental charges required to be paid and a reasonable charge for their services in connection therewith and a reasonable sum per Debenture created and issued upon any exchange or transfer of Debentures effected by them. Payment of such charges will be made by the Person requesting the exchange or transfer as a condition precedent to such exchange or transfer.

2.9 Persons Entitled to Payment

(a) Prior to due presentment for registration of transfer of any Debenture, the Corporation, the Indenture Trustee and any other Person, as the case may be, may treat the Person, as the case may be, in whose name any Debenture is registered in the applicable register (including in the case of a Global Debenture, the Depository or the nominee of such Depository in whose name such Global Debenture is registered) as the absolute and sole owner of such Debenture for all purposes including receiving payment of the principal of, premium, if any, interest or other amount on such Debenture, receiving any notice to be given to the Holder of such Debenture, and taking any Act of Holders with respect to such Debenture, whether or not any payment with respect to such Debenture shall be overdue, and none of the Corporation, the Indenture Trustee or any other Person, as the case may be, shall be affected by notice to the contrary.

(b) Delivery of a Debenture to the Indenture Trustee by or on behalf of the Holder thereof shall, upon payment of such Debenture, be a valid discharge to the Corporation of all obligations evidenced by such Debenture. None of the Corporation, the Indenture Trustee or any other Person shall be bound to inquire into the title of any such Holder.

(c) In the case of the death of one or more joint registered Holders of a Debenture, the principal of, premium, if any, interest and any other amounts on such Debenture may be paid to the survivor or survivors of such registered Holders whose receipt of such payment, accompanied by the delivery of such Debenture together with such other documents as the Corporation and the Indenture Trustee may require, shall constitute a valid discharge to the Corporation and the Indenture Trustee.

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2.10 Payment of Principal and Interest on Definitive Debentures

(a) Subject to redemption, repurchase or conversion pursuant to the terms hereof, as payments in respect of interest on the Debentures represented by the Definitive Debentures become due, interest payable on the Definitive Debentures on an Interest Payment Date will be payable by the Corporation to the Holders thereof in whose names the Debentures are registered at the close of business on the Regular Interest Record Date with respect to the applicable Interest Payment Date. The Corporation shall, as applicable:

(i) deliver or cause to be delivered to the office of the Indenture Trustee at the Corporate Trust Office at or before 12:00 p.m. three Business Days before such Interest Payment Date, wire transfer for the amount of such payment payable on such Interest Payment Date to the order of the Indenture Trustee, and

(ii) deliver or cause to be delivered to the office of the Indenture Trustee at the Corporate Trust Office at or before 12:00 p.m. on the Business Day before the Maturity Date, wire transfer for the amount of such payment payable on the Maturity Date to the order of the Indenture Trustee,

for all amounts due in respect of such principal and/or interest on the Debentures represented by the Definitive Debentures to enable the Indenture Trustee, subject to the presentation and surrender of the Definitive Debenture in the case of any payment of principal, to forward or cause to be forwarded, by prepaid post, to the Holder in whose name any Definitive Debenture is registered at the close of business on the Regular Interest Record Date with respect to the applicable Interest Payment Date or the Maturity Date with respect to payments on Maturity, at his last address appearing on the relevant register, or in the case of joint Holders, to any (or all) Holder(s) whose name(s) appear(s) on such register, on the Interest Payment Date or Maturity Date, as the case may be, a cheque for such principal and/or interest (less any withholding or other Tax required by Applicable Law to be deducted) payable to the order of such Holder or Holders and negotiable at par. The forwarding of such funds by the Corporation to the Indenture Trustee shall satisfy and discharge the Corporation’s liability for payment of the principal and/or interest, as the case may be, on the Debentures to the extent of the sums represented thereby, plus the amount of any withholding or other Tax deducted as aforesaid, unless such cheque is not paid at par on presentation; provided that in the event of the non-receipt of such cheque by the Holder, or the loss or destruction thereof, the Indenture Trustee on being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it shall issue to such Holder a replacement cheque for the amount of such cheque. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any principal and/or interest due on each Debenture in the manner provided above, the Corporation may make payment of such principal and/or interest or make such principal and/or interest available for payment in any other manner acceptable to the Indenture Trustee with the same effect as though payment had been made in the manner provided above.

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(b) If a Debenture or a portion thereof is called or presented for redemption, repurchase or conversion and the Redemption Date, Payment Date or Conversion Date, as the case may be, is subsequent to a Regular Interest Record Date but prior to the related Interest Payment Date, interest accrued on such Debenture will be paid upon presentation and surrender of such Debenture to the Corporate Trust Office up to but excluding the Redemption Date, the Payment Date or the Conversion Date, as the case may be.

(c) Subject to the foregoing provisions of this section, each Debenture delivered upon the transfer of or in exchange for or in lieu of any other Debenture shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Debenture.

2.11 Book-Based System

(a) The Debentures shall be issued as Book-Entry Only Debentures or, to the extent necessary or desirable to ensure compliance with the provisions of this Indenture relating to Definitive Debentures, as Definitive Debentures, and, in the case of Book-Entry Only Debentures, shall be represented by one or more fully-registered global security certificates in the form of the certificate set out in Schedule “A” hereto together with the legend provided for in section 2.11(b) (the “Global Debenture(s)”). The Global Debenture(s) shall be held by, or on behalf of, the Depository as depository of the Participants in the Book-Based System and shall be registered in the name of “CDS & Co.” (or such other name as the Depository may use from time to time as its nominee for the purposes of the Book-Based System).

(b) The Global Debenture(s) shall bear a legend in substantially the following form subject to modification as required by the Depository:

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO DHX MEDIA LTD. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”

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2.12 Payments of Principal and Interest for Book-Entry Only Debentures

Subject to section 3.7(e), section 3.10 and Article 5, as payments in respect of interest on the Debentures represented by the Global Debenture(s) become due, interest payable on the Global Debenture(s) on an Interest Payment Date will be payable by the Corporation to the Holder(s) thereof in whose names the Debentures are registered at the close of business on the Regular Interest Record Date with respect to the applicable Interest Payment Date. The Corporation shall, as applicable:

(a) deliver or cause to be delivered to the office of the Indenture Trustee at the Corporate Trust Office at or before 12:00 p.m. three Business Days before such Interest Payment Date, a certified cheque negotiable at par or wire transfer for the amount of such payment payable on such Interest Payment Date to the order of the Indenture Trustee, and

(b) deliver or cause to be delivered to the office of the Indenture Trustee at the Corporate Trust Office at or before 12:00 p.m. on the Business Day before the Maturity Date, a certified cheque negotiable at par or wire transfer for the amount of such payment payable on the Maturity Date to the order of the Indenture Trustee,

for all amounts due in respect of such principal and/or interest on the Debentures represented by the Global Debenture(s) to enable the Indenture Trustee, subject to the presentation and surrender of the Global Debenture(s) in the case of any payment of principal, to forward or cause to be forwarded such funds to the Depository for credit by the Depository to Participants’ accounts. Neither the Corporation nor the Indenture Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing or supervising any records relating to such beneficial interests.

2.13 Rank and Subordination

The Debentures certified and issued under this Indenture rank pari passu with one another, in accordance with their tenor without discrimination, preference or priority and subordinate to all Senior Indebtedness. The payment of the principal of, premium, if any, and interest on the Debentures is expressly subordinated in right of payment to the prior payment in full of Senior Indebtedness to the extent provided in Article 8.

2.14 Register and Transfer

(a) The Corporation shall cause to be kept by and at the principal office of the Indenture Trustee in the City of Toronto, Province of Ontario, a register, and in such other place or places by the Indenture Trustee, if any, as the Corporation with the approval of the Indenture Trustee may designate, branch registers, in which shall be entered the names and latest known addresses of the Debentureholders and the other particulars prescribed by Applicable Law of the Debentures held by them respectively and all transfers of Debentures. Such registration shall be noted on the Debentures by the Indenture Trustee. No transfer of a Debenture shall be effective as against the Corporation unless made on one of the appropriate registers by the registered Holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Indenture Trustee, upon compliance with such requirements as the Indenture Trustee may prescribe, and unless such transfer shall have been duly noted on such Debenture by the Indenture Trustee.

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(b) With respect to Debentures issued as Book-Entry Only Debentures, the Corporation shall cause to be kept by and at the principal office of the Indenture Trustee in the City of Toronto, Province of Ontario, a central register in which shall be entered the name(s) and latest known address(es) of the Holder(s) of each Global Debenture (being the Depository, or its nominee, for such Global Debenture) and the other particulars prescribed by law of the Debentures held by it (them) and all transfers of Debentures. Notwithstanding any other provision of this Indenture, a Global Debenture may not be transferred by the holder thereof except in the following circumstances or as otherwise specified in a Board Resolution or Written Order:

(A) the Global Debenture may be transferred by a Depository to a nominee of such Depository or by a nominee of a Depository to such Depository or to another nominee of such Depository or by a Depository or its nominee to a successor Depository or its nominee;

(B) the Global Debenture may be transferred at any time after the Depository for such Global Debenture (1) has notified the Corporation that it is unwilling or unable to continue as Depository for such Global Debenture or (2) ceases to be eligible to be a Depository provided that at the time of such transfer the Corporation has not appointed a successor Depository for such Global Debenture;

(C) the Global Debenture may be transferred at any time after the Corporation has determined, in its sole discretion, to terminate the Book-Based System in respect of such Global Debenture and has communicated such determination to the Indenture Trustee in writing;

(D) the Global Debenture may be transferred at any time after the Indenture Trustee has determined that an Event of Default has occurred and is continuing with respect to the Debentures issued as a Global Debenture, provided that Participants having received instructions from the Beneficial Holders holding not less than 25% of the aggregate principal amount of the Outstanding Debentures advise the Depository in writing that the continuation of the Book-Based System for the Debentures is no longer in the best interest of such Beneficial Holders and also provided that at the time of such transfer the Event of Default has not been waived pursuant to section 10.3;

(E) the Global Debenture may be transferred if required by Applicable Law;

(F) the Global Debenture may be transferred if the Book-Based System ceases to exist; or

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(G) upon the request of a Beneficial Holder to withdraw its Debentures from the Book-Based System.

2.15 Withholdings

(a) Any payments made by or on behalf of the Corporation under or with respect to the Debentures will be made free and clear of and without withholding or deduction for or on account of any present or future Taxes, unless the Corporation or any other payor is required to withhold or deduct Taxes by Applicable Law or by the interpretation or administration thereof by the relevant Governmental Authority. If the Corporation is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Debentures, the Indenture Trustee, on behalf of the Corporation, will make such withholding or deduction as instructed by the Corporation and will remit on behalf of the Corporation the full amount withheld or deducted to the relevant Governmental Authority as and when required by Applicable Law and shall transfer the balance of the cash proceeds, if any, to the applicable Holder. For greater certainty, there is no obligation on the Corporation to gross-up or pay any additional amounts to a Holder in respect of such deductions or withholdings.

(b) Within 90 days after the date the payment of any Taxes is due pursuant to Applicable Law, the Corporation will furnish to the Indenture Trustee copies of tax receipts evidencing such payment by the Indenture Trustee on behalf of the Corporation.

(c) Where the Corporation is required by Applicable Law to withhold or deduct Taxes from any payment made on a conversion or on a redemption or repayment of the Debentures with Voting Shares or in any other circumstance where the Corporation is not making a cash payment to a Holder sufficient to satisfy the withholding required, the Indenture Trustee, on the Written Request of the Corporation but for the account of the Holder, shall facilitate the delivery of the number of Voting Shares indicated in such Written Request to the investment banks, brokers or dealers selected by the Corporation, out of the Freely Tradeable Voting Shares issued by the Corporation to the applicable Holder, such number of Freely Tradeable Voting Shares that is sufficient to yield net proceeds (after payment of all costs) to cover the amount of Taxes required to be withheld, and shall remit same on behalf of the Corporation to the relevant Governmental Authority as and when required by Applicable Law and shall transfer the balance of the cash proceeds, if any, to the applicable Holder.

(d) Unless the Corporation provides the Trustee with an Officer’s Certificate that specifies that a non-Canadian resident Holder does not deal at arm’s length with the Corporation for the purposes of the Tax Act, the Trustee shall be entitled to assume that all non-Canadian resident Holders deal at arm’s length with the Corporation for the purposes of the Tax Act.

2.16 Cancellation of Debentures

(a) All Debentures surrendered for payment of the final amount required to be paid thereon, that have been redeemed as contemplated by Article 3, that have been converted as contemplated by Article 4 or that have been surrendered to the Indenture Trustee for registration of exchange or transfer, shall be promptly cancelled by the Indenture Trustee on receipt and may not be reissued or resold. The Indenture Trustee shall, upon a written request from the Corporation, give prompt written notice to the Corporation of the particulars of any Debentures cancelled by it.

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(b) The Corporation shall deliver to the Indenture Trustee for cancellation any Debentures which the Corporation has purchased as provided for in this Indenture, and all such Debentures so delivered shall be cancelled by the Indenture Trustee.

(c) All Debentures which have been cancelled by the Indenture Trustee shall be destroyed by the Indenture Trustee in accordance with its standard practices, and the Indenture Trustee shall, upon a written request from the Corporation, furnish to the Corporation a cancellation certificate setting forth the numbers and denominations of the Debentures so destroyed.

2.17 Mutilated, Lost, Stolen or Destroyed Debentures

(a) If any Debenture has been mutilated or defaced or has or has been alleged to have been lost, stolen or destroyed, then, on application by the applicable Holder to the Indenture Trustee, the Corporation may, in its discretion, execute, and upon such execution the Indenture Trustee shall certify and deliver, a new Debenture of the same date and amount as the defaced, mutilated, lost, stolen or destroyed Debenture in exchange for and in place of the defaced or mutilated Debenture, and in lieu of and in substitution for the lost, stolen or destroyed Debenture. Notwithstanding the foregoing, no Debenture shall be delivered as a replacement for any Debenture which has been mutilated or defaced otherwise than upon surrender of the mutilated or defaced Debenture, and no Debenture shall be delivered as a replacement for any Debenture which has been lost, stolen or destroyed unless the applicant for the replacement Debenture has furnished to the Corporation and the Indenture Trustee evidence, satisfactory in form and substance to the Corporation and the Indenture Trustee, of its ownership of, and of such loss, theft or destruction of, such Debenture and has provided such a surety bond and indemnity to the Corporation and the Indenture Trustee in amount, form and substance satisfactory to each of them. Any instructions by the Corporation to the Indenture Trustee under this section shall include such indemnity for the protection of the Indenture Trustee as the Indenture Trustee may reasonably require.

(b) If any mutilated, defaced, lost, stolen or destroyed Debenture has become or is about to become due and payable, the Corporation, in its discretion, may, instead of executing a replacement Debenture, pay to the Holder thereof the full amount outstanding on such mutilated, defaced, lost, stolen or destroyed Debenture.

(c) Upon the issuance of a replacement Debenture, the Corporation may require the applicant for such replacement Debenture to pay a sum sufficient to cover any Tax or other governmental charge that may be imposed in relation to such issuance and any other reasonable expenses (including the fees and expenses of the Indenture Trustee and the Corporation) connected with such issuance.

(d) Each replacement Debenture shall bear a unique serial number and be in a form otherwise identical to the Debenture it replaces and shall be entitled to the benefits of this Indenture to the same extent and in the same manner as the Debenture it replaces.

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(e) Unless the Corporation instructs otherwise, the Indenture Trustee shall, in accordance with its practice, destroy each mutilated or defaced Debenture surrendered to and cancelled by it and in respect of which a replacement Debenture has been delivered or moneys have been paid and shall, upon written request, furnish to the Corporation a certificate as to such cancellation specifying in numerical sequence the serial numbers of the Debentures so destroyed.

2.18 Access to Lists of Holders

(a) The register of Debentureholders maintained by the Indenture Trustee will, during the regular business hours of the Indenture Trustee, be open for inspection by the Corporation.

(b) If any Beneficial Holder or group of Beneficial Holders, or such one or more Holders as may be permitted by Applicable Law (in each case, the “Applicants”) apply to the Indenture Trustee (with a copy to the Corporation), then the Indenture Trustee, after having been funded and indemnified to its reasonable satisfaction by such Applicants for its related costs and expenses, shall afford or shall cause the Corporation to afford the Applicants access during normal business hours to the most recent list of Debentureholders within 10 Business Days after the receipt of such application by the Indenture Trustee. Such list shall be as of a date no more than 10 days (or such other date as may be mandated by Applicable Law) prior to the date of receipt of the Applicants’ request.

2.19 Currency Conversion

The Corporation authorizes the Indenture Trustee to convert or cause to be converted through an agent or Affiliate, the Canadian dollar cash payment on account of interest, premium, if any, or principal payable to a Debentureholder in respect of the Debentures, into U.S. dollars, at the rate of conversion available to the Indenture Trustee on the date the funds are converted, if the Debentureholder so provides a written direction to the Indenture Trustee requesting its receipt in U.S. dollars.  By providing the written request, the Debentureholder will have acknowledged and agreed that the exchange rate for one U.S. dollar expressed in Canadian dollars will be based on the exchange rate available to the Indenture Trustee on the date the funds are converted.  Debentureholders electing to have their payments paid in U.S. dollars will have further acknowledged and agreed that any change to the currency exchange rates of the United States or Canada will be at the sole risk of the Debentureholder.

2.20 Closing of Registers

Neither the Corporation nor the Indenture Trustee nor any registrar shall be required to:

(a) make transfers or exchanges or convert any Debentures between the Regular Interest Record Date and the related Interest Payment Date;

(b) make transfers or exchanges or convert any Debentures between the date of any selection of Debentures to be redeemed (as applicable) and the mailing of a Redemption Notice to the Holders thereof; or

(c) make exchanges of Debentures which have been selected or called for redemption unless upon due presentation thereof for redemption, such Debentures are not redeemed.

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Article 3
REDEMPTION, REPURCHASE AND CANCELLATION OF DEBENTURES

3.1 Optional Redemption of Debentures

(a) Subject to section 3.10, the Debentures are not redeemable prior to September 30, 2020. The Corporation shall have the right at its option to redeem the Debentures, in whole at any time or in part from time to time, on or after September 30, 2020 on not more than 60 days’ and not less than 30 days’ prior written notice to the Holders, at a redemption price equal to the principal amount of the Debentures to be redeemed, plus accrued and unpaid interest thereon, if any, up to but excluding the Redemption Date (the “Redemption Amount”), provided that the Current Market Price on the date on which the Redemption Notice is given exceeds 135% of the Conversion Price.

(b) Concurrently with providing the Redemption Notice, the Corporation shall provide the Indenture Trustee with an Officer’s Certificate setting forth the details of any redemption contemplated by this section 3.1 (including the Current Market Price on the date on which the Redemption Notice is given, if applicable, and the eligibility and interest calculations, if necessary) which the Indenture Trustee may rely upon without any independent obligation to verify the accuracy of information set out therein.

3.2 Partial Redemption of Debentures

(a) If less than all the Outstanding Debentures are to be redeemed pursuant to section 3.1, the Corporation shall, in each such case, at least 15 days before the date upon which the Redemption Notice is to be given, notify the Indenture Trustee by a Written Order of its intention to redeem such Debentures and of the aggregate principal amount of Debentures to be redeemed. At any time prior to the date upon which the Redemption Notice is to be given, the Corporation may revoke such Written Order by delivering a second Written Order to the Indenture Trustee stating that the Corporation no longer intends to make a partial redemption of the Debentures.

(b) The Debentures to be so redeemed shall:

(i) in the case of Book-Entry Only Debentures, be redeemed to the nearest multiple of $1,000 in accordance with the principal amount of the Outstanding Debentures; or

(ii) in the case of Definitive Debentures, be selected by the Indenture Trustee (A) on a pro rata basis to the nearest multiple of $1,000 in accordance with the principal amount of the Debentures registered in the name of each Holder, or (B) in such other manner as the Indenture Trustee may deem equitable.

(c) Debentures in denominations in excess of $1,000 may be selected and called for redemption in part only (such part being $1,000 or an integral multiple thereof) and, unless the context otherwise requires, references to Debentures in this Article 3 shall be deemed to include any such part of the principal amount of Debentures which shall have been so selected and called for redemption. The Holder of any Debenture called for redemption in part only, upon surrender of such Debenture for payment, shall be entitled to receive, without expense to such Holder, a replacement Debenture for and evidencing the same obligation as the unredeemed part of the Debenture so surrendered, and the Indenture Trustee shall certify and deliver such replacement Debenture upon receipt of the Debenture so surrendered.

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3.3 Places of Payment

The Redemption Amount will be payable promptly upon presentation and surrender of the Debentures called for redemption at the Corporate Trust Office or at any other places specified in the Redemption Notice.

3.4 Notice of Redemption

Notice of redemption of the Debentures (the “Redemption Notice”) shall be given by the Corporation to the Indenture Trustee and Holders in the form set forth in Schedule “B” hereof and in the manner provided in sections 16.2 and 16.3. Every such notice shall specify the aggregate principal amount of Debentures called for redemption, the Redemption Amount relating thereto, the Redemption Date, the places of payment and any right of the Holders to convert such Debentures as provided in Article 4 and shall state that interest upon the principal amount of Debentures called for redemption shall cease to be payable from and after the Redemption Date.

3.5 Debentures Due on Redemption Date

Upon a Redemption Notice being given in accordance with section 3.4, the Redemption Amount shall be and become due and payable on the Redemption Date specified in such Redemption Notice and with the same effect as if it were the Maturity Date of such Debentures, the provisions hereof or of any such Debentures notwithstanding, and, from and after such Redemption Date, interest shall cease to accrue, unless payment of the Redemption Amount shall not be made on presentation for surrender of such Debentures at any of the places specified in section 3.4 on or after the Redemption Date.

3.6 Deposit of Redemption Moneys

Upon the Debentures being called for redemption as provided for in section 3.4, but subject to section 3.7, the Corporation shall deposit by wire transfer with the Indenture Trustee or for the account of the Indenture Trustee, at or before 12:00 p.m. (Toronto time) one Business Day prior to the Redemption Date specified in the Redemption Notice, such sums as are sufficient to pay the Redemption Amount of the Debentures. From the sums so deposited, the Indenture Trustee shall pay or cause to be paid to the Holders, upon surrender of the Debentures, the Redemption Amount thereof.

3.7 Right to Repay Principal Amount in Voting Shares on Redemption

(a) Provided that the Corporation is entitled to redeem the Debentures pursuant to section 3.1 and that no Event of Default shall have occurred and be continuing, the Corporation, subject to receiving all applicable regulatory approvals, shall have the right, in respect of a Redemption Date, to elect to satisfy its obligation to pay the principal amount of the Debentures which are to be redeemed, in whole or in part, by issuing and delivering to Holders on the Redemption Date, for each $1,000 principal amount of Debentures, that number of fully paid and non-assessable Freely Tradeable Voting Shares obtained by dividing such principal amount by 95% of the Current Market Price of the Voting Shares on the Redemption Date (the “Share Redemption Right”).

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(b) The Corporation shall exercise the Share Redemption Right by so specifying in the Redemption Notice not less than 30 days’ and not more than 60 days’ prior to the Redemption Date.

(c) Prior to the issuance of Voting Shares pursuant to section 3.7(a), the Indenture Trustee will provide the Holders of Debentures with a Canadian Status Declaration in substantially the form of Schedule E and instructions with respect to its completion and transmission to the Indenture Trustee. Holders of Debentures who are Canadian and who deliver a completed Canadian Status Declaration prior to the Redemption Date will receive Common Voting Shares, and Holders who are not Canadian, or who do not deliver a completed Canadian Status Declaration prior to the Redemption Date, will receive Variable Voting Shares. Notwithstanding any other provision of this Indenture, in the case of Global Debentures, Canadian Status Declarations may be delivered in accordance with the Applicable Procedures.

(d) The Corporation’s right to exercise the Share Redemption Right shall be conditional upon the following conditions being met on the Business Day preceding the Redemption Date:

(i) the Voting Shares to be issued on exercise of the Share Redemption Right shall be issued from treasury of the Corporation and shall be fully paid and non-assessable Freely Tradeable Voting Shares free from any Security or adverse claim;

(ii) the listing or quoting of such additional Voting Shares on each Recognized Stock Exchange on which such class of Voting Shares is then listed;

(iii) the Corporation being a reporting issuer or equivalent in good standing or equivalent under Applicable Securities Laws in the provinces and territories of Canada in which the Corporation is a reporting issuer;

(iv) no Event of Default shall have occurred and be continuing;

(v) the receipt by the Indenture Trustee of an Officer’s Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Voting Shares to be delivered for each $1,000 principal amount of Debentures and the Current Market Price of the Voting Shares on the Redemption Date; and

(vi) the receipt by the Indenture Trustee of an Opinion of Counsel to the effect that such Voting Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Redemption Amount of the Debentures Outstanding, will be validly issued as fully paid and non-assessable, that conditions (i) and (ii) above have been satisfied and that, relying exclusively on certificates of good standing or no default issued by the relevant securities regulatory authorities, condition (iii) above is satisfied, except that the opinion in respect of condition (iii) need not be expressed with respect to those provinces and territories where such certificates are not issued.

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If the foregoing conditions are not satisfied prior to the close of business on the Business Day preceding the Redemption Date, the Corporation shall pay in cash the Redemption Amount that would otherwise have been satisfied in Voting Shares, unless such Debentureholder waives the conditions which are not satisfied or extends the time by which the Corporation is to satisfy such conditions.

(e) In the event that the Corporation exercises its Share Redemption Right in whole or in part, the Corporation shall, on the Redemption Date, deliver or cause to be delivered to the Indenture Trustee, for delivery to and on account of the Holders, certificate(s) or other evidence of ownership representing the Freely Tradeable Voting Shares to which such Holders are entitled and a wire transfer representing accrued and unpaid interest up to, but excluding, the Redemption Date. In addition, in the event that the Corporation exercises its Share Redemption Right in part, the Corporation shall, on the Redemption Date, deliver or cause to be delivered to the Indenture Trustee for delivery to and on account of the Holders, funds (by way of wire transfer) equal to the portion of the Redemption Amount in respect of which the Share Redemption Right was not exercised. Upon presentation and surrender of the Debentures being redeemed (or such other documents as the Indenture Trustee may require in lieu thereof) by a Holder at the Corporate Trust Office or any other place specified in the Redemption Notice, the Indenture Trustee shall deliver the certificate(s) or other evidence of ownership representing such Voting Shares, the certificate(s) or other evidence of ownership representing the principal amount of Debentures not being redeemed, if any, and a cheque or wire transfer representing the accrued and unpaid interest, the principal amount of Debentures being redeemed in cash, if any, and the cash equivalent representing the value of fractional shares, if any.

(f) No fractional Voting Shares shall be delivered upon the exercise of the Share Redemption Right but, in lieu thereof, if such a fraction would otherwise become issuable, the Corporation shall instead pay to the Indenture Trustee for the account of the Holders, at the time contemplated in section (e), the cash equivalent thereof determined on the basis of the Current Market Price of the Voting Shares on the Redemption Date.

(g) A Holder shall be treated as the shareholder of record of the Voting Shares issued on due exercise by the Corporation of its Share Redemption Right effective immediately after the close of business on the Redemption Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions in kind) thereon and arising thereafter, and in the event that the Indenture Trustee receives the same, it shall hold the same under gratuitous deposit for the benefit of such Holder.

(h) The Corporation shall at all times reserve and keep available out of its authorized Voting Shares (if the number thereof becomes limited) solely for the purpose of issue and delivery upon the exercise of the Share Redemption Right as provided herein, and shall issue to Debentureholders to whom Voting Shares will be issued pursuant to the exercise of the Share Redemption Right, such number of Voting Shares as shall be issuable in such event.

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(i) The Corporation shall comply with all Applicable Securities Laws regulating the issue and delivery of Freely Tradeable Voting Shares upon exercise of the Share Redemption Right, shall obtain any regulatory approval in respect thereof as may be required pursuant to Applicable Securities Laws and shall cause to be listed and posted for trading such Voting Shares on each Recognized Stock Exchange.

(j) If the Corporation elects to satisfy its obligation to pay the principal amount comprising the Redemption Amount by issuing Voting Shares in accordance with this section 3.7 and if the Redemption Amount (or any portion thereof) to which a Holder is entitled is subject to withholding Taxes, the Indenture Trustee, on the Written Request of the Corporation but for the account of the Holder, shall facilitate the delivery of the number of Voting Shares indicated in such Written Request to the investment banks, brokers or dealers selected by the Corporation, out of the Freely Tradeable Voting Shares issued by the Corporation to satisfy the Redemption Amount, such number of Freely Tradeable Voting Shares that together with the cash payment of the Redemption Price, if any, is sufficient to yield net proceeds (after payment of all costs) to cover the amount of Taxes required to be withheld, and shall remit same on behalf of the Corporation to the relevant Governmental Authority as and when required by Applicable Law and shall transfer the balance of the cash proceeds, if any, to the applicable Holder.

3.8 Restriction on Share Redemption Right

The Company shall not, directly or indirectly (through a subsidiary or otherwise) undertake or announce any rights offering, issuance of securities, subdivision of the Voting Shares, dividend or other distribution on the Voting Shares or any other securities, capital reorganization, reclassification or any similar type of transaction in which:

(a) the number of securities to be issued;

(b) the price at which securities are to be issued, converted or exchanged; or

(c) any property or cash that is to be distributed or allocated,

is in whole or in part based upon, determined in reference to, related to or a function of, directly or indirectly, (i) the exercise or potential exercise of the Share Redemption Right, or (ii) the Current Market Price determined in connection with the exercise or potential exercise of the Share Redemption Right.

3.9 Purchase of Debentures

(a) Provided that no Event of Default has occurred and is continuing, the Corporation may purchase all or any of the Debentures in the open market (which shall include purchase from or through an investment dealer or a firm holding membership on a Recognized Stock Exchange) or by tender or by private contract at any price, subject to compliance with Applicable Securities Laws. If an Event of Default has occurred and is continuing, the Corporation may purchase all or any of the Debentures as aforesaid with the exception of by private contract.

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(b) If, upon an invitation for tenders, more Debentures are tendered at the same lowest price than the Corporation is prepared to accept, the Debentures to be purchased by the Corporation will be selected by the Indenture Trustee on a pro rata basis or in such other manner consented to by the TSX (or any other stock exchange on which the Debentures may be listed, if any) which the Indenture Trustee considers appropriate, from the Debentures tendered by each tendering Debentureholder who tendered at such lowest price. The Holder of any Debenture of which a part only is purchased, upon surrender of such Debenture for payment, shall be entitled to receive, without expense to such Holder, a replacement Debenture for and evidencing the same obligation as the unpurchased part of the Debenture so surrendered and the Indenture Trustee shall certify and deliver such replacement Debenture upon receipt of the Debenture so surrendered. The Depository shall make notations on the Global Debenture of the principal amount so purchased.

3.10 Repurchase of Debentures upon a Change of Control

(a) Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this section 3.10, the Corporation shall be obligated to offer to purchase all the Debentures then Outstanding. The terms and conditions of such obligation are set forth as follows:

(i) Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Indenture Trustee a notice in writing stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a “Change of Control Notice”) together with an offer in writing (the “Offer to Purchase”) to purchase all of the Debentures then Outstanding from the Holders thereof at a price per Debenture equal to 100% of the principal amount thereof together with accrued and unpaid interest thereon (if any) up to but excluding the Payment Date (as defined below) (the “Offer Price”). The Indenture Trustee will promptly thereafter deliver the Offer to Purchase to the Holders of all Debentures then Outstanding at their addresses appearing in the registers of Holders maintained by the Indenture Trustee.

(ii) The Offer to Purchase shall specify:

(A) the Offer Price for the Debentures;

(B) the date (the “Expiry Date”) and time (the “Expiry Time”) on which the Offer to Purchase shall expire, which date and time shall not, unless otherwise required by Applicable Securities Law, be earlier than the close of business on the 35th day and not later than the close of business on the 60th day following the date on which the Offer to Purchase is delivered or mailed by the Corporation to the Indenture Trustee;

(C) that the Offer to Purchase may be accepted by the Debentureholders by tendering the Debentures so held by them to the Indenture Trustee at the Corporate Trust Office or such other address specified in the Offer to Purchase prior to the Expiry Time together with the acceptance notice (the “Acceptance Notice”) in form and substance acceptable to the Corporation and the Indenture Trustee;

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(D) that Debentureholders may accept the Offer to Purchase in respect of all or a portion (in a minimum amount of $1,000 principal amount and multiples thereof) of their Debentures;

(E) a date (the “Payment Date”) no later than the third Business Day following the Expiry Date on which the Corporation shall take up and pay for all the Debentures duly tendered in acceptance of the Offer to Purchase; and

(F) that Holders will be entitled to withdraw their election if the Indenture Trustee receives, not later than the Expiry Time, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Debentures delivered for purchase and a statement that such Holder is withdrawing his election to have such Debentures purchased.

If any of the Debentures are in the form of Global Debentures, then the Corporation shall modify such notice to the extent necessary to accord with the applicable procedures of the Book-Based System relating to the purchase of the Book-Entry Only Debentures.

(iii) The Corporation shall deposit with the Indenture Trustee by wire transfer, on or before 12:00 p.m. (Toronto time) one Business Day prior to the Payment Date, an amount of money sufficient to pay the aggregate Offer Price in respect of all Debentures duly tendered to the Offer to Purchase (less any Taxes required to be withheld or deducted in accordance with Applicable Law). On the Payment Date, the Corporation shall (A) accept for payment Debentures or portions thereof duly tendered pursuant to the Offer to Purchase, and (B) deliver, or cause to be delivered, to the Indenture Trustee an Officer’s Certificate specifying the Debentures or portions thereof accepted for payment by the Corporation. The Indenture Trustee will pay the Offer Price to the Holders of the Debentures in the respective amounts to which they are entitled in accordance with the Offer to Purchase as aforesaid.

(b) If Holders of 90% or more of the aggregate principal amount of Debentures Outstanding on the date the Corporation delivers the Offer to Purchase to the Indenture Trustee accept the Offer to Purchase, the Corporation shall have the right (the “90% Redemption Right”), upon written notice (the “90% Redemption Right Notice”) provided to the Indenture Trustee within 10 days following the Payment Date, to elect to redeem all the Debentures remaining Outstanding at the Offer Price and on the other terms and conditions provided herein. Upon receipt of such notice by the Indenture Trustee, the Indenture Trustee shall promptly provide written notice to each Holder of Debentures then Outstanding (other than those that have accepted the Offer to Purchase) that:

(i) the Corporation has exercised the 90% Redemption Right and is purchasing all Outstanding Debentures effective as at the Payment Date at the Offer Price;

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(ii) such Holder must surrender its Debentures to the Indenture Trustee within 10 days after the sending of such notice; and

(iii) the rights of such Holder under the terms of the Debentures and this Indenture shall cease effective as of the Payment Date provided the Corporation has, before the date on which the Corporation delivers the 90% Redemption Notice to the Indenture Trustee, paid the aggregate Offer Price in respect of all Debentures to be redeemed pursuant to the 90% Redemption Right (less any Taxes required to be withheld or deducted in accordance with Applicable Law) to, or to the order of, the Indenture Trustee and thereafter such Holder’s Debentures shall not be considered to be Outstanding and such Holder shall not have any rights hereunder except to receive such Offer Price to which such Holder is entitled upon surrender and delivery of such Holder’s Debentures in accordance with the Indenture.

The Corporation shall, on or before 12:00 p.m. (Toronto time) on the Business Day immediately prior to the date the Corporation delivers the 90% Redemption Right Notice, pay to the Indenture Trustee by wire transfer or such other means as may be acceptable to the Indenture Trustee, an amount of money sufficient to pay the aggregate Offer Price in respect of all Debentures to be redeemed pursuant to the 90% Redemption Right (less any Taxes required to be withheld or deducted in accordance with Applicable Law). The Indenture Trustee, on behalf of the Corporation, will pay the Offer Price to the Holders of Debentures in the respective amounts to which they are entitled in accordance with the exercise of the 90% Redemption Right as aforesaid upon surrender and delivery of such Holders’ Debentures.

(c) The Debentures in respect of which the Corporation has made payment to the Indenture Trustee in accordance with the terms of sections 3.10(a) and 3.10(b) (or the portion thereof tendered in acceptance of the Offer to Purchase) shall thereafter no longer be considered to be Outstanding under this Indenture. The Corporation shall also deposit with the Indenture Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Indenture Trustee in connection with the Offer to Purchase and the exercise of the 90% Redemption Right if applicable. All Debentures in respect of which payment of the Offer Price has been so made shall be cancelled by the Indenture Trustee.

(d) In the event only a portion of the principal amount of a Debenture is tendered by a Holder thereof in acceptance of the Offer to Purchase, the Corporation shall execute and deliver to the Indenture Trustee and the Indenture Trustee shall certify and deliver to the Holder, without charge to such Holder, certificate(s) or other evidence of ownership representing the principal amount of the Debenture not so tendered in acceptance of the Offer to Purchase.

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(e) In addition to the requirements of section 3.10(a) in respect of a Change of Control and subject to regulatory approval, the following provisions shall apply in respect of the occurrence of a Cash Change of Control occurring on or before the Maturity Date:

(i) During the period beginning 10 Trading Days before the anticipated date on which the Cash Change of Control becomes effective (the “Effective Date”) and ending 30 days after the Corporation delivers to the Indenture Trustee the Change of Control Notice and the Offer to Purchase in accordance with section 3.10(a)(i) (the “Cash Change of Control Conversion Period”), Holders will be entitled to convert their Debentures, in whole or in part, to Voting Shares at a new conversion price (the “Cash Change of Control Conversion Price”), which shall be calculated in accordance with the following formula:

CCOCCP = OCP / (1 + (CP x (c/t)), where:

CCOCCP is the Cash Change of Control Conversion Price;

OCP = the Conversion Price in effect on the Effective Date;

CP = 40%

c = the number of days, if any, from and including the Effective Date to, but excluding, September 30, 2020; and

t = the number of days from and including the date hereof to, but excluding, September 30, 2020.

In the event that the Cash Change of Control Conversion Price calculated in accordance with the formula above is less than any regulatory permitted discount to market price, the Cash Change of Control Conversion Price shall be deemed to be that implied by the maximum permitted discount to market price.

(ii) Notwithstanding the foregoing, if the Conversion Date of any Debentures occurs during the period beginning on the 10th Trading Day prior to the Effective Date and ending at the close of business on the Effective Date, the Holders of such Debentures shall, on conversion of their Debentures, only be entitled to receive that number of Voting Shares resulting from the Cash Change of Control Conversion Price in excess of the number of Voting Shares to which they would otherwise have been entitled to receive (the “Base Shares”) at the Conversion Price that would then have been in effect but for the Cash Change of Control (such excess number of Voting Shares being the “Make-Whole Premium Shares”) on the Business Day immediately following the Effective Date and, for greater certainty, only if the Change of Control occurs. The Base Shares shall be issued in accordance with the terms of this Indenture applicable to a conversion of Debentures otherwise than during the Cash Change of Control Conversion Period, including at the then applicable Conversion Price.

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(iii) The Make-Whole Premium Shares shall be deemed to have been issued upon conversion of Debentures on the Business Day immediately following the Effective Date. Article 6 shall apply to such conversion and, for greater certainty, the former Holders of Debentures in respect of which the Make-Whole Premium Shares are issuable shall, in the case of a Capital Reorganization, be entitled to receive and shall accept, in lieu of the Make-Whole Premium Shares, the number of shares or other securities or property of the Corporation or of the Person or other entity resulting from the transaction that constitutes the Cash Change of Control that such Holders would have been entitled to receive if such Holders had been the registered holders of the applicable number of Make-Whole Premium Shares on the Effective Date.

(iv) Except as otherwise provided in this section 3.10(e), all other provisions of this Indenture applicable to a conversion of Debentures shall apply to a conversion of Debentures during the Cash Change of Control Conversion Period.

(f) The Corporation will comply with all Applicable Securities Laws in the event that the Corporation is required to repurchase the Debentures pursuant to an Offer to Purchase in connection with a Change of Control and the Corporation’s obligations hereunder shall be subject to the requirements of all Applicable Securities Laws.

3.11 Cancellation of Redeemed, Purchased or Repurchased Debentures

All Debentures redeemed, purchased or repurchased in whole or in part pursuant to this Article 3 shall be forthwith delivered to and cancelled by the Indenture Trustee and may not be reissued or resold and no Debentures shall be issued in substitution therefor.

Article 4
CONVERSION

4.1 Conversion Right

(a) Each Holder shall have the right at any time after the Issue Date and prior to the close of business on the earliest of (i) the Business Day immediately preceding the Maturity Date or, (ii) if called for redemption under section 3.4, the Business Day immediately preceding the Redemption Date, or (iii) if called for repurchase pursuant to section 3.10, the Business Day immediately preceding the Payment Date, at his option to convert each $1,000 principal amount of his Debentures into that number of Voting Shares equal to the Conversion Number, all on the terms and subject to the conditions provided in this Article 4.

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(b) The Holder of a Debenture desiring to convert such Debenture in whole or in part into Voting Shares shall surrender such Debenture to the Indenture Trustee at its principal office in Toronto, Ontario together with (i) the conversion notice in the form attached hereto as Schedule “C” (the “Conversion Notice”) (with a copy to the Corporation) and (ii) a Canadian Status Declaration form, substantially in the form of Schedule E attached hereto, duly completed and executed by the Holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Indenture Trustee, exercising his right to convert such Debenture in accordance with the provisions of this Article; provided that with respect to a Global Debenture, the obligation to surrender a Debenture to the Indenture Trustee shall be satisfied if the Indenture Trustee makes notation on the Global Debenture of the principal amount thereof so converted and the Indenture Trustee is provided with all other documentation which it may reasonably request. Thereupon, to the extent that the Corporation has not exercised its option under section 4.1(c) to make a cash payment in lieu of issuing Voting Shares to such Debentureholder pursuant to such Conversion Notice, such Debentureholder or, subject to payment of all applicable stamp or security transfer Taxes or other governmental charges and compliance with all reasonable requirements of the Indenture Trustee, his nominee(s) or assignee(s) shall be entitled to be entered in the books of the Corporation immediately after the close of business on the Conversion Date (or such later date as is specified in section 4.1(d)) as the holder of the number of Voting Shares into which such Debenture is convertible in accordance with the provisions of this Article. Holders of Debentures who are Canadian and who deliver a completed Canadian Status Declaration concurrently with such Holder's Conversion Notice will receive Common Voting Shares, and Holders who are not Canadian will receive Variable Voting Shares upon any such conversion. Completing and delivering a Canadian Status Declaration is a condition of the conversion of the Debentures. If no Canadian Status Declaration is completed and delivered to the Corporation together with the Conversion Notice then the Conversion Notice shall be null and void. The Corporation shall deliver or cause to be delivered to such Debentureholder or, subject as aforesaid, his nominee(s) or assignee(s), as soon as practicable after the Conversion Date, certificate(s) or other evidence of ownership representing such Voting Shares and make or cause to be made any payment of interest to which such Holder is entitled in accordance with section 4.1(g) hereof. In the event a cash payment is made pursuant to section 4.1(c), the entitlement to Voting Shares will be reduced accordingly.

(c) The Corporation may, at its option, elect from time to time to satisfy its obligations in whole or in part, to issue and deliver Voting Shares upon any conversion of Debentures by payment in cash (or a combination of cash and Voting Shares) unless the Debentureholder has expressly indicated in the Conversion Notice that it does not wish to receive cash in lieu of such Voting Shares. If the Corporation elects to settle the conversion right applicable in respect of all or any portion of the principal amount of the Debentures (the “Elected Amount”) in cash (the “Cash Payment Election”), the Corporation shall deliver to the Holder an amount in cash as soon as practicable thereafter equal to the Current Market Price of the Voting Shares on the date on which the Conversion Notice is given by the Holder to the Corporation multiplied by the number of Voting Shares into which the Elected Amount would then be convertible, together with certificate(s) or other evidence of ownership representing that number of Voting Shares as would otherwise be issuable in respect of the balance of the principal amount of the Debentures. At any time the Corporation makes a Cash Payment Election in respect of only a part of the Debentures which are the subject of a Conversion Notice provided to the Indenture Trustee pursuant to section 4.1(b), the Corporation shall, to the extent the relevant Debentureholder has agreed to a cash settlement, make the required payment in cash on a pro rata basis among each $1,000 principal amount of such Debentures. If the Corporation has made a Cash Payment Election, a Beneficial Holder that desires to convert its Debentures and is willing to accept cash (or a combination of cash and Voting Shares) will be required, in accordance with the policies and procedures of its broker(s) and the Depository, to withdraw its Debentures from the Book-Based System and obtain a Definitive Debenture (and, in this regard, the Corporation and the Indenture Trustee will act in a commercially reasonable manner in accordance with their typical administrative practices to cause such Definitive Debenture certificate to be issued), and follow the procedure for conversion as a registered holder.

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(d) For the purposes of this Article 4, a Debenture shall be deemed to be surrendered for conversion on the date (the “Conversion Date”) on which it is so surrendered in accordance with the provisions of this Article or, in the case of a Global Debenture, on the date on which the Indenture Trustee received notice of and all necessary documentation in respect of the exercise of the conversion rights and, in the case of a Debenture so surrendered by post or other means of transmission, on the date on which it is received by the Indenture Trustee at its principal office in Toronto, Ontario.

(e) Any part, being $1,000 or an integral multiple thereof, of a Debenture in a denomination in excess of $1,000 may be converted as provided in this Article and all references in this Indenture to conversion of Debentures shall be deemed to include conversion of such part.

(f) Upon a Holder of any Debenture exercising the right of conversion in respect of only a part of the Debenture and surrendering such Debenture to the Indenture Trustee in accordance with section 4.1(b), the Indenture Trustee shall cancel the same and shall without charge forthwith certify and deliver to the Holder a new Debenture or Debentures in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrendered or, with respect to a Global Debenture, the Indenture Trustee shall make notations on the Global Debenture of the principal amount thereof so converted.

(g) The Holder of a Debenture surrendered for conversion in accordance with this section 4.1 shall be entitled to receive accrued and unpaid interest in respect thereof from and including the most recent Interest Payment Date to which interest has been paid to, but not including, the Conversion Date of such Debenture (less applicable withholding Taxes, if any) and the Voting Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders of record on and after the close of business on the Conversion Date or such later date as such holder shall become the holder of record of such Voting Shares, from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Voting Shares.

4.2 Fractional Shares

No fractional Voting Shares shall be delivered upon the conversion of Debentures but, in lieu thereof, if such fraction would otherwise have become issuable, the Corporation shall instead pay to the Holders, or to the Indenture Trustee on account of the Holders if necessary, at the time contemplated in section 4.1(b) or section 4.1(c), as the case may be, the cash equivalent thereof determined on the basis of the Current Market Price of the Voting Shares on the Conversion Date.

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4.3 Relating to the Issue of Voting Shares

(a) Subject to section 3.10(e)(iii), a Holder shall be treated as the shareholder of record of the Voting Shares issued on due conversion of his Debentures and the issuance of Common Voting Shares or Variable Voting Shares, as applicable, shall be deemed to have occurred, for all purposes, effective immediately after the close of business on the Conversion Date; such Holder shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions in kind) thereon and arising thereafter and in the event that the Indenture Trustee receives the same, it shall hold the same under gratuitous deposit for the benefit of such Holder.

(b) The Corporation shall at all times reserve and keep available out of its authorized Voting Shares (if the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the conversion of Debentures, and shall issue to Debentureholders who may exercise their conversion rights hereunder such number of Voting Shares (including any Make-Whole Premium Shares) as shall be issuable in such events.

(c) The Corporation shall comply with all Applicable Securities Laws regulating the issue and delivery of Freely Tradeable Voting Shares upon conversion of Debentures, shall obtain any regulatory approval in respect thereof as may be required pursuant to Applicable Securities Laws and shall cause to be listed and posted for trading such Voting Shares on each Recognized Stock Exchange.

Article 5
MATURITY

5.1 Payment of Principal and Interest at Maturity

On the Maturity Date, the Corporation shall pay to the Debentureholders all the principal of the Debentures and all accrued and unpaid interest thereon, up to but excluding the Maturity Date. Subject to section 5.2, payment of principal and accrued and unpaid interest shall be made in cash, by cheque or wire transfer to the Holders in the manner contemplated by section 2.10 or 2.12, as the case may be.

5.2 Right to Repay Principal Amount in Voting Shares at Maturity Date

(a) The Corporation may, at its option and subject to receiving all applicable regulatory approvals, elect to satisfy its obligation to repay on the Maturity Date the principal amount, in whole or in part, of the Debentures by delivering to the Holders and the Indenture Trustee not less than 30 days and not more than 60 days prior to the Maturity Date a maturity notice in the form of Schedule “D” (the “Maturity Notice”) and, on the Maturity Date, for each $1,000 principal amount of Debentures, by issuing and delivering to Holders that number of fully paid and non-assessable Freely Tradeable Voting Shares obtained by dividing each $1,000 principal amount of Debentures by 95% of the Current Market Price of the Voting Shares on the Maturity Date (the “Share Repayment Right”).

(b) The Corporation shall be required to provide the Maturity Notice only if it elects to exercise the Share Repayment Right.

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(c) Prior to the issuance of Voting Shares pursuant to section 5.2(a), the Indenture Trustee will provide the Holders of Debentures with a Canadian Status Declaration in substantially the form of Schedule E and instructions with respect to its completion and transmission to the Indenture Trustee. Holders of Debentures who are Canadian and who deliver a completed Canadian Status Declaration prior to the Maturity Date will receive Common Voting Shares, and Holders who are not Canadian, or who do not deliver a completed Canadian Status Declaration prior to the Maturity Date, will receive Variable Voting Shares. Notwithstanding any other provision of this Indenture, in the case of Global Debentures, Canadian Status Declarations may be delivered in accordance with the Applicable Procedures.

(d) The Corporation’s right to exercise the Share Repayment Right shall be conditional upon the following conditions being met on the Business Day immediately preceding the Maturity Date:

(i) the Voting Shares to be issued on exercise of the Share Repayment Right shall be issued from treasury of the Corporation and shall be fully paid and non-assessable Freely Tradeable Voting Shares and free from any Security or adverse claim;

(ii) the listing or quoting of such additional Voting Shares on each Recognized Stock Exchange on which such class of Voting Shares is then listed;

(iii) the Corporation being a reporting issuer or equivalent in good standing or equivalent under Applicable Securities Laws in the provinces and territories of Canada in which the Corporation is a reporting issuer;

(iv) no Event of Default shall have occurred and be continuing;

(v) the receipt by the Indenture Trustee of an Officer’s Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Voting Shares to be delivered for each $1,000 principal amount of Debentures and the Current Market Price of Voting Shares on the Maturity Date; and

(vi) the receipt by the Indenture Trustee of an Opinion of Counsel to the effect that such Voting Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the principal amount of the Debentures Outstanding, will be validly issued as fully paid and non-assessable, that conditions (i) and (ii) above have been satisfied and that, relying exclusively on certificates of good standing issued by the relevant securities regulatory authorities, condition (iii) above is satisfied, except that the opinion in respect of condition (iii) need not be expressed with respect to those provinces and territories where such certificates are not issued.

If the foregoing conditions are not satisfied by the close of business on the Business Day preceding the Maturity Date, the Corporation shall pay in cash 100% of the principal amount of the Debentures that would otherwise have been satisfied in Voting Shares, unless the Debentureholder waives the conditions which are not satisfied or extends the time by which the Corporation is to satisfy such conditions.

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(e) In the event that the Corporation exercises its Share Repayment Right in whole or in part, the Corporation shall, on the Maturity Date, deliver or cause to be delivered to the Indenture Trustee for delivery to and on account of the Holders, certificate(s) or other evidence of ownership representing the Freely Tradeable Voting Shares to which such Holders are entitled and a cheque or wire transfer representing all of the accrued and unpaid interest up to but excluding the Maturity Date. In addition, in the event that the Corporation exercises its Share Repayment Right in part, the Corporation shall, on the Maturity Date, deliver or cause to be delivered to the Indenture Trustee for delivery to and on account of the Holders, a wire transfer representing the principal amount of Debentures in respect of which the Share Repayment Right was not exercised. Upon presentation and surrender of the Debentures (or such other documents as the Indenture Trustee may require in lieu thereof) by a Holder for payment at Maturity at the Corporate Trust Office or any other place specified in the Maturity Notice, the Indenture Trustee shall deliver the certificate(s) or other evidence of ownership representing such Voting Shares, a cheque or wire transfer representing the accrued and unpaid interest, the principal amount of Debentures being repaid in cash, if any, and the cash equivalent representing the value of fractional shares, if any.

(f) No fractional Voting Shares shall be delivered upon the exercise of the Share Repayment Right but, in lieu thereof, if such a fraction would otherwise have become issuable, the Corporation shall pay to the Indenture Trustee for the account of the Holders, at the time contemplated in section 5.2(d), the cash equivalent thereof determined on the basis of the Current Market Price of the Voting Shares on the Maturity Date.

(g) A Holder shall be treated as the shareholder of record of the Voting Shares issued on due exercise by the Corporation of its Share Repayment Right effective immediately after the close of business on the Maturity Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions in kind) thereon and arising thereafter, and in the event that the Indenture Trustee receives the same, it shall hold the same under gratuitous deposit for the benefit of such Holder.

(h) The Corporation shall at all times reserve and keep available out of its authorized Voting Shares (if the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of the Share Repayment Right as provided herein, and shall issue to Debentureholders to whom Voting Shares will be issued pursuant to the exercise of the Share Repayment Right, such number of Voting Shares as shall be issuable in such event.

(i) The Corporation shall comply with all Applicable Securities Laws regulating the issue and delivery of Freely Tradeable Voting Shares upon exercise of the Share Repayment Right, shall obtain any regulatory approval in respect thereof as may be required pursuant to Applicable Securities Laws and shall cause to be listed and posted for trading such Voting Shares on each Recognized Stock Exchange.

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(j) If the Corporation elects to satisfy its obligation to pay the principal amount of the Debentures by issuing Voting Shares pursuant to the Share Repayment Right and the delivery of Voting Shares to which a Holder is entitled is subject to withholding Taxes, the Indenture Trustee, on the Written Request of the Corporation but for the account of the Holder, shall facilitate the delivery of the number of Voting Shares indicated in such Written Request to the investment banks, brokers or dealers selected by the Corporation, out of the Freely Tradeable Voting Shares issued by the Corporation for this purpose, such number of Freely Tradeable Voting Shares that together with the cash component of the amount due on maturity is sufficient to yield net proceeds (after payment of all costs) to cover the amount of Taxes required to be withheld, and shall remit same on behalf of the Corporation to the relevant Governmental Authority as and when required by Applicable Law and shall transfer the balance of the cash proceeds, if any, to the applicable Holder.

Article 6
ADJUSTMENTS

6.1 Adjustment of Conversion Price

The Conversion Price in effect at any date will be subject to adjustment from time to time without duplication in the events and in the manner provided as follows.

(a) If and whenever at any time after the date hereof and prior to the Maturity Date, the Corporation:

(i) subdivides its outstanding Voting Shares into a greater number of Voting Shares; or

(ii) reduces, combines or consolidates its outstanding Voting Shares into a smaller number of Voting Shares; or

(iii) issues Voting Shares to the holders of all or substantially all of the outstanding Voting Shares as a dividend, distribution or otherwise (other than an issue of Voting Shares in lieu of Dividends Paid in the Ordinary Course in the form of cash);

(any of such events in clauses (i), (ii) and (iii), being called a “Voting Share Reorganization”), then the Conversion Price will be adjusted, effective on the effective date or record date for the happening of a Voting Share Reorganization, as the case may be, at which the holders of Voting Shares are determined for the purpose of the Voting Share Reorganization, so that it shall equal the price determined by multiplying the Conversion Price in effect immediately prior to such effective date or record date by a fraction:

(A) the numerator of which will be the total number of Voting Shares outstanding on such effective date or record date before giving effect to such Voting Share Reorganization, and

(B) the denominator of which will be the total number of Voting Shares outstanding immediately after giving effect to such Voting Share Reorganization.

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(b) If and whenever at any time after the date hereof and prior to the Maturity Date, the Corporation fixes a record date for the issue of rights, options or warrants (other than in lieu of Dividends Paid in the Ordinary Course in the form of cash) to the holders of all or substantially all of the outstanding Voting Shares under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (the “Rights Period”), to subscribe for or purchase Voting Shares or securities exchangeable for or convertible into Voting Shares at a price per share to the holder (or at an exchange price or conversion price per share to the holder in the case of securities exchangeable for or convertible into Voting Shares) which is less than 95% of the Current Market Price for the Voting Shares on such record date (any of such events being called a “Rights Offering”), then the Conversion Price will be adjusted effective immediately after the end of the Rights Period so that it shall equal the price determined by multiplying the Conversion Price in effect on the record date for the commencement of the Rights Offering by a fraction:

(i) the numerator of which will be the aggregate of:

(A) the total number of Voting Shares outstanding as of the record date for the commencement of the Rights Offering, and

(B) a number determined by dividing (1) either, as the case may be, (x) the product of the number of Voting Shares issued or subscribed for during the Rights Period upon the exercise of the rights, warrants or options under the Rights Offering and the price at which such Voting Shares are offered for such issue or subscription, or (y) the product of the price or conversion price of such securities exchangeable for or convertible into Voting Shares (together with the exercise price of the rights, options or warrants) and the number of Voting Shares for or into which the exchangeable or convertible securities that are issued or subscribed for during the Rights Period may be exchanged or converted, by (2) the Current Market Price of the Voting Shares as of the record date for the commencement of the Rights Offering, and

(ii) the denominator of which will be the number of Voting Shares outstanding on the record date for the commencement of the Rights Offering plus, as the case may be, (x) the number of Voting Shares actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering, or (y) the number of Voting Shares issuable pursuant to such securities that are exchangeable for or convertible into Voting Shares, which exchangeable or convertible securities are actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering.

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(c) Any Debentureholder who has exercised the right to convert to Voting Shares in accordance with Article 4 during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period for the Rights Offering will, in addition to the Voting Shares to which that Holder would otherwise be entitled upon such conversion immediately prior to the record date, be entitled to that number of additional Voting Shares represented by the difference between (x) the number of Voting Shares receivable based on the Conversion Price determined at the end of the Rights Period pursuant to section 6.1(b), and (y) the number of Voting Shares receivable based on the Conversion Price applicable immediately prior to the record date for the Rights Offering; provided that the provisions of section 4.2 will be applicable to any fractional interest in a Voting Share to which such Holder might otherwise be entitled under the foregoing provisions of this section 6.1(c). Such additional Voting Shares will be deemed to have been issued to the Debentureholder immediately following the end of the Rights Period and certificate(s) or other evidence of ownership representing such additional Voting Shares will be delivered to such Holder within 15 Business Days following the end of the Rights Period.

(d) If and whenever at any time after the date hereof and prior to the Maturity Date, the Corporation fixes a record date for the issue or the distribution to the holders of all or substantially all of the outstanding Voting Shares of (i) securities of the Corporation, including rights, options or warrants to acquire securities of the Corporation or any of its property or assets, including cash and evidences of Indebtedness; or (ii) any other property or assets, including cash and evidences of Indebtedness, and if such issuance or distribution does not constitute a Dividend Paid in the Ordinary Course, a Voting Share Reorganization, a Rights Offering or a distribution contemplated by section 6.1(f) (any of such non-excluded events being called a “Special Distribution”), then the Conversion Price will be adjusted effective immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction:

(i) the numerator of which will be:

(A) the product of the number of Voting Shares outstanding on such record date and the Current Market Price of the Voting Shares on such record date; less

(B) the Fair Market Value (which Fair Market Value will be evidenced by an Officer’s Certificate delivered to the Indenture Trustee), to the holders of Voting Shares of such securities or property or other assets so issued or distributed in the Special Distribution; and

(ii) the denominator of which will be the product of the number of Voting Shares outstanding on such record date and the Current Market Price of the Voting Shares on such record date.

To the extent that any Special Distribution is not so made, the Conversion Price will be readjusted effective immediately to the Conversion Price which would then be in effect based upon such securities or property or other assets as actually distributed.

(e) If any issuer bid (other than an issuer bid made through the facilities of the TSX) made by the Corporation for all or any portion of Voting Shares shall expire, then, if the issuer bid shall require the payment to shareholders of consideration per Voting Share having a Fair Market Value which exceeds the Current Market Price per Voting Share on the last date (the “Expiration Date”) tenders could have been made pursuant to such issuer bid (as it may be amended) (the last time at which such tenders could have been made on the Expiration Date is hereinafter sometimes called the “Expiration Time”), then the Conversion Price will be adjusted effective immediately preceding the opening of business on the day following the Expiration Date so that it shall equal the amount determined by multiplying the Conversion Price in effect immediately preceding the close of business on the Expiration Date by a fraction:

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(i) the numerator of which will be the product of the number of Voting Shares outstanding (including Purchased Voting Shares (as defined below) but excluding (without duplication) any Voting Shares held in the treasury of the Corporation or any Subsidiary thereof) at the Expiration Time multiplied by the Current Market Price per Voting Share on the Expiration Date; and

(ii) the denominator of which will be the sum of:

(A) the Fair Market Value of the aggregate consideration (which Fair Market Value shall be evidenced by an Officer’s Certificate delivered to the Indenture Trustee) payable to shareholders based on the acceptance (up to any maximum specified in the terms of the issuer bid) of all Voting Shares validly tendered and not withdrawn as of the Expiration Time (the Voting Shares deemed so accepted, up to any such maximum, being referred to as the “Purchased Voting Shares”); and

(B) the product of the number of Voting Shares outstanding (less any Purchased Voting Shares and excluding (without duplication) any Voting Shares held in the treasury of the Corporation or any Subsidiary thereof) at the Expiration Time and the Current Market Price per Voting Share on the Expiration Date.

In the event that the Corporation is obligated to purchase Voting Shares pursuant to any such issuer bid, but to the extent the Corporation is prevented by Applicable Law from effecting any or all such purchases or to the extent any or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would have been in effect based upon the number of Voting Shares actually purchased, if any. If the application of this section 6.1(e) to any issuer bid would result in a decrease in the Conversion Price, no adjustment shall be made for such issuer bid under this section 6.1(e).

For purposes of this section 6.1(e), the term “issuer bid” shall mean an issuer bid (other than an issuer bid which is exempt from the requirements of Part 2 of NI 62-104) under Applicable Securities Law or a take-over bid (other than a take-over bid which is exempt from the requirements of Part 2 of the NI 62-104) under Applicable Securities Law by a Subsidiary of the Corporation for the Voting Shares and all references to “purchases” of Voting Shares in issuer bids (and all similar references) shall mean and include the purchase of Voting Shares in issuer bids and all references to “tendered Voting Shares” (and all similar references) shall mean and include Voting Shares tendered in issuer bids.

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(f) If and whenever at any time after the date hereof and prior to the Maturity Date, the Corporation shall fix a record date for the payment of a cash dividend or distribution to the holders of all or substantially all of the outstanding Voting Shares in excess of the Dividends Paid in the Ordinary Course, then the Conversion Price will be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction:

(i) the numerator of which will be the Current Market Price per Voting Share on such record date minus the amount in cash per Voting Share distributed to holders of Voting Shares in excess of the Dividends Paid in the Ordinary Course; and

(ii) the denominator of which will be the Current Market Price per Voting Share on such record date.

Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such cash dividend or distribution is not paid, the Conversion Price shall be re-adjusted to the Conversion Price which would then be in effect if such record date had not been fixed.

Dividends Paid in the Ordinary Course will be adjusted in the same manner as the Conversion Price set forth under section 6.1 hereof, provided that no adjustment will be made to the amount of the Dividends Paid in the Ordinary Course for any adjustment made to the Conversion Price under this section 6.1(f).

(g) If and whenever at any time after the date hereof and prior to the Maturity Date, there is a reclassification of the Voting Shares at any time outstanding or change of the Voting Shares into other shares or into other securities or other capital reorganization (other than a Voting Share Reorganization), or a consolidation, amalgamation or merger of, or an arrangement involving, the Corporation with or into any other corporation or other entity (other than a vertical amalgamation with one or more of its Wholly-Owned Subsidiaries pursuant to the Business Corporations Act (Ontario)), or a sale or conveyance of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or other entity as a result of which the holders of Voting Shares are entitled to receive shares, other securities or other property, or a liquidation, dissolution or winding-up of the Corporation (any of such events being called a “Capital Reorganization”), any Holder who exercises the right to convert Debentures into Voting Shares pursuant to Debentures then held after the effective date of such Capital Reorganization will be entitled to receive, and will accept in lieu of the number of Voting Shares to which such Holder would otherwise have been entitled upon such conversion, the aggregate number of shares, other securities or other property which such Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Holder had been the holder of the number of Voting Shares to which such Holder would otherwise have been entitled upon conversion. Appropriate adjustments will be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Article 6 with respect to the rights and interests thereafter of Debentureholders to the end that the provisions set forth in this Article 6 will thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property thereafter deliverable upon the conversion of any Debenture. Prior to or concurrent with effecting a Capital Reorganization, the Corporation or any such successor, purchasing or transferee corporation or entity, as the case may be, will enter into an indenture supplemental hereto approved by action of the Board of Directors and by the Indenture Trustee, which will set forth an appropriate adjustment to give effect to this section 6.1(g), in which event such adjustment will for all purposes be conclusively deemed to be an appropriate adjustment, subject to the prior written consent (to the extent required) of a Recognized Stock Exchange.

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(h) If the exercise, purchase or conversion price provided for in any rights, options, warrants or other securities exchangeable for or convertible into Voting Shares (the “Exercise Price”) referred to in sections 6.1(b) or 6.1(d) is decreased, the Conversion Price will forthwith be changed so as to decrease the Conversion Price to the Conversion Price that would have been obtained if the adjustment to the Conversion Price made under sections 6.1(b) or 6.1(d), as the case may be, with respect to such rights, options, warrants or other securities exchangeable for or convertible into Voting Shares had been made on the basis of the Exercise Price as so decreased, provided that the terms of this section 6.1(h) will not apply to any decrease in the Exercise Price resulting from terms in any such rights, options, warrants or convertible securities designed to prevent dilution except to the extent that the resulting decrease in the Conversion Price under this section 6.1(h) would be greater than the decrease, if any, in the Conversion Price to be made under the terms of this Article 6 by virtue of the occurrence of the event giving rise to such decrease in the Exercise Price.

(i) In any case in which this section 6.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the Holder of any Debenture converted after such record date and before the occurrence of such event the additional Voting Shares issuable upon such conversion by reason of the adjustment required by such event, provided, however, that the Corporation shall deliver to such Holder an appropriate instrument evidencing such Holder’s right to receive such additional Voting Shares upon the occurrence of such event and the right to receive any distributions made on such additional Voting Shares declared in favour of holders of record of Voting Shares on and after the date of conversion or such later date on which such Holder would, but for the provisions of this section 6.1(i), have become the holder of record of such additional Voting Shares.

6.2 Other Adjustment of Conversion Price

If the Corporation shall take any action affecting the Voting Shares, other than an action described in sections 6.1(a), 6.1(b), 6.1(d), 6.1(e), 6.1(f) or 6.1(h) but including an action under section 6.1(g), which results in a Holder being unable, for any period of time, to exercise conversion privileges that it would otherwise be permitted to exercise due to requirements necessary to ensure that the Debentures will be and will remain exempt from Canadian withholding Taxes, the Conversion Price may be adjusted in such manner and at such time, or such other adjustment to the conversion privilege may be made, as the Board of Directors determines to be equitable in the circumstances, subject to the prior written consent (to the extent required) of a Recognized Stock Exchange. Failure of the Board of Directors to take any such action shall be conclusive evidence that the Board of Directors has determined that it is equitable to make no adjustment in the circumstances.

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6.3 Rules Regarding Calculation of Adjustment of Conversion Price

For the purposes of sections 6.1 and 6.2:

(a) The adjustments are cumulative and will be computed to the nearest one-tenth of one cent and will be made successively (without duplication) whenever an event referred to therein occurs, subject to the following paragraphs of this section 6.3.

(b) No adjustment in the Conversion Price will be required unless the cumulative effect of such adjustment would result in a change of at least 1% in the prevailing Conversion Price; provided, however, that any adjustments which, except for the provisions of this section 6.3(b) would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustment.

(c) No adjustment in the Conversion Price will be required upon the issuance from time to time of Voting Shares upon conversion of the Debentures or pursuant to the Corporation’s past, existing or future stock option plans, long term incentive plan, deferred share unit plan or share purchase plan, or any dividend reinvestment plan, or any similar plan, if any, (including, for greater certainty, the Stock Option Plan, the ESP Plan, the PSU Plan and the DRIP), as such plans may be replaced, supplemented or further amended from time to time. In addition, for greater certainty, no adjustment in the Conversion Price will be required upon the distribution from time to time of Voting Shares by way of private placement to investors on a prospectus exempt basis, or by way of a prospectus which is made to the public in general.

(d) No adjustment in the Conversion Price will be made in respect of sections 6.1(a)(iii), 6.1(b), 6.1(d), 6.1(e) or 6.1(f) if Debentureholders are entitled to participate in such event on the same terms, mutatis mutandis, as if they had converted their Debentures prior to or on the effective date or record date of such event. Any such participation will be subject to any required prior consent of a Recognized Stock Exchange.

(e) If at any time a dispute arises with respect to adjustments provided for in section 6.1, such dispute will be conclusively determined, subject to any required consent of a Recognized Stock Exchange, by the Corporation’s auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be reasonably selected by action of the Board of Directors and any such determination will be binding upon the Corporation, the Indenture Trustee, the Debentureholders and shareholders of the Corporation; such auditors or accountants will be given access to all necessary records of the Corporation. If any such determination is made, the Corporation will deliver an Officer’s Certificate to the Indenture Trustee describing such determination, and the Indenture Trustee shall be entitled to act and rely upon such Officer’s Certificate.

(f) If the Corporation sets a record date to determine the holders of Voting Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price shall be made.

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(g) In the absence of a resolution of the Board of Directors fixing a record date for a Special Distribution or Rights Offering, the Corporation will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected.

(h) For greater certainty, Debentureholders shall have no right to convert Debentures into any security other than Voting Shares unless an appropriate adjustment is made by and set forth in an indenture supplemental hereto.

6.4 Certificate as to Adjustment

The Corporation shall, from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in section 6.1 and 6.2, deliver an Officer’s Certificate to the Indenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and the Indenture Trustee shall be entitled to act and rely upon such Officer’s Certificate. Such Officer’s Certificate and the amount of the adjustment specified therein shall be conclusive and binding on all parties in interest. Until such Officer’s Certificate is received by the Indenture Trustee, the Indenture Trustee may act and be protected in acting on the presumption that no adjustment has been made or is required. Except in respect of any subdivision, reduction, combination or consolidation of the Voting Shares contemplated by sections 6.1(a)(i) and (ii), the Corporation shall forthwith give notice to the Debentureholders specifying the event requiring such adjustment or readjustment and the amount thereof, including the resulting Conversion Price; provided that if the Corporation has given notice under section 6.5 covering all the relevant facts in respect of such event, no such notice need be given under this section 6.4.

6.5 Notice of Special Matters

The Corporation covenants that, so long as any Debentures remain Outstanding, it will give notice to the Indenture Trustee on account for the Debentureholders of its intention to fix a record date for any event referred to in sections 6.1(a), (b), (d) or (f) (other than the subdivision, reduction, combination or consolidation of Voting Shares contemplated by sections 6.1(a)(i) and 6.1(a)(ii)) which may give rise to an adjustment in the Conversion Price, or other adjustment, and such notice shall specify the particulars of such event and the record date and the effective date for such event; provided that the Corporation shall only be required to specify in such notice such particulars of such event as shall have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days prior to the applicable record date in the case of the events referred to in sections 6.1(a)(iii), 6.1(b), 6.1(d) and 6.1(f), at least 30 days prior to the effective date of any transaction referred to in section 6.1(g) and at least 30 days prior to the expiration of an issuer bid referred to in section 6.1(e) (other than a normal course issuer bid).

6.6 Protection of Indenture Trustee

The Indenture Trustee shall not at any time be under any duty or responsibility to any Debentureholder to determine whether any facts exist which may require any adjustment in the Conversion Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method or calculations employed in making the same; and shall not be accountable with respect to the validity or value (or the kind or amount) of any Voting Shares or of any shares or other securities or other property which may at any time be issued or delivered upon the conversion of any Debenture; and the Indenture Trustee, except to the extent that the Indenture Trustee has acted with wilful misconduct or gross negligence, shall not be responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Voting Shares or share certificates upon the surrender of any Debenture for the purpose of conversion, or to comply with any of the covenants contained in this Article 6.

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Article 7
VOTING SHARE INTEREST PAYMENT ELECTION

7.1 Voting Share Interest Payment Election

(a) Provided that no Event of Default has occurred and is continuing under this Indenture and that all applicable regulatory approvals have been obtained in respect of any matter relating to this Article 7, the Corporation shall have the irrevocable right, from time to time, to make a Voting Share Interest Payment Election in respect of all or any part of any Interest Obligation by delivering a Voting Share Interest Payment Election Notice to the Indenture Trustee by no later than the earlier of:

(i) the date required by Applicable Law or the rules of any Recognized Stock Exchange; and

(ii) the day which is at least 15 Business Days prior to the Interest Payment Date to which the Voting Share Interest Payment Election relates;

and each such Voting Share Interest Payment Election Notice so delivered by the Corporation to the Indenture Trustee shall be accompanied by:

(iii) photocopies of completed Voting Share Bid Requests addressed to the investment banks, brokers or dealers identified by the Corporation, in its absolute discretion, in such Voting Share Interest Payment Election Notice; and the Corporation hereby agrees that:

(A) the Corporation shall send such completed Voting Share Bid Requests to the respective addressees thereof concurrently with its sending such Voting Share Interest Payment Election Notice to the Indenture Trustee (or soon thereafter as may be reasonably practicable having regard to all the then prevailing circumstances); and

(B) the Corporation shall make with each investment bank, broker or dealer to which a Voting Share Bid Request is so sent all such customary arrangements regarding such Voting Share Bid Request and the acceptance of the bids made in response thereto and the completion of the transaction resulting from such acceptance as shall be necessary in accordance with customary commercial practices; and

(iv) an Officer’s Certificate certifying to the Indenture Trustee that: (A) no Event of Default has occurred and is continuing; and (B) that all applicable regulatory approvals required for the Voting Share Interest Payment Election to which such Voting Share Interest Payment Election Notice pertains have been obtained.

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(b) In connection with the Voting Share Interest Payment Election, the Indenture Trustee shall have the power to: (i) accept delivery of the Voting Shares from the Corporation and process the Voting Shares in accordance with the Voting Share Interest Payment Election Notice, (ii) facilitate settlement of sales of, such Voting Shares, as the Corporation shall direct in its absolute discretion, through the investment banks, brokers or dealers identified by the Corporation in the Voting Share Interest Payment Election Notice, (iii) invest, on behalf of the Corporation, the proceeds of such sales on the written direction of the Corporation in Canadian Government Obligations which mature prior to an applicable Interest Payment Date and/or use such proceeds, together with any proceeds from the sale of Voting Shares not invested as aforesaid, to pay all or part of the Interest Obligation in respect of which the Voting Share Interest Payment Election was made, and any such direction made by the Corporation which is received by the Indenture Trustee either after 9:00 a.m. (Toronto time) on a Business Day or at any time on a non-Business Day shall be deemed to have been received prior to 9:00 a.m. (Toronto time) on the next immediately following Business Day, and (iv) subject to the prior written consent of the Corporation, perform any other action necessarily incidental thereto.

(c) The Indenture Trustee shall not incur any liability or be in any way responsible for the consequences of any loss caused by the investment referred to in section 7.1(b)(iii) and the Corporation indemnifies and saves harmless the Indenture Trustee and its officers, directors, employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses or demands whatsoever which may be brought against the Indenture Trustee or which it may suffer or incur as a result of performing its obligations set out in section 7.1(b).

(d) The Voting Share Interest Payment Election Notice shall provide for, and all bids shall be subject to, the right of the Corporation, by delivering written notice to the Indenture Trustee at any time prior to the consummation of such delivery and sale of the Voting Shares on the Voting Share Delivery Date, to withdraw the Voting Share Interest Payment Election (which shall have the effect of withdrawing each related Voting Share Bid Request), whereupon the Corporation shall be obliged to pay in cash the Interest Obligation in respect of which the Voting Share Interest Payment Election Notice has been delivered.

(e) Any sale of Voting Shares pursuant to Voting Share Bid Requests and this Article 7 may be made to one or more Persons whose bids are solicited, but all such sales with respect to a particular Voting Share Interest Payment Election shall take place concurrently on the Voting Share Delivery Date.

(f) The amount that a Holder of a Debenture is entitled to receive in respect of the Interest Obligation will not be affected by whether or not the Corporation elects to satisfy the Interest Obligation pursuant to a Voting Share Interest Payment Election.

(g) The Corporation shall determine (in its absolute discretion) which bid or bids for Voting Shares solicited pursuant to the Voting Share Bid Requests are to be accepted. In connection with any bids so accepted, the Corporation and the applicable bidders shall, not later than the Voting Share Delivery Date, enter into Voting Share Purchase Agreements in a form to be provided by the Corporation, and shall comply with all Applicable Securities Laws, including the securities rules and regulations of any stock exchange on which the Debentures are then listed or of any Recognized Stock Exchange. The Corporation shall pay all fees and expenses in connection with any open market sales of Voting Shares and any Voting Share Purchase Agreements including the fees and commissions charged by the investment banks, brokers and dealers and the standard fees of the Indenture Trustee generally charged for these services.

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(h) Provided that (i) all conditions specified in each Voting Share Purchase Agreement to the closing of all sales thereunder have been satisfied, other than the delivery of the Voting Shares to be sold thereunder against payment of the purchase price thereof, and (ii) the purchasers under each Voting Share Purchase Agreement shall be ready, willing and able to perform thereunder, in each case on the Voting Share Delivery Date, the Corporation shall, on the Voting Share Delivery Date, deliver (or cause to be delivered) to the Indenture Trustee (A) the Voting Shares to be sold on such date, (B) an amount in cash (the “Amount Attributable to Cash”) equal to the difference between the applicable Interest Obligation and the anticipated net proceeds of the Voting Shares to be sold, and (C) an Officer’s Certificate, upon which the Indenture Trustee may act and rely absolutely without any further enquiry, to the effect that all conditions precedent to such sales, including those set forth in this Indenture and in each Voting Share Purchase Agreement, have been satisfied. Upon such deliveries, the Indenture Trustee shall facilitate the settlement of such sales on such Voting Share Delivery Date by the delivery of the Voting Shares to such purchasers against payment to the Indenture Trustee in immediately available funds of the purchase price therefor in an aggregate amount equal to the Voting Share Interest Payment Election Amount (less any Amount Attributable to Cash), whereupon the sole obligation of the Indenture Trustee to satisfy a Holder’s right to receive such Holder’s portion of the Voting Share Interest Payment Election Amount will be to pay same to such Holder from the aggregate of (x) such Holder’s portion of the proceeds of such sales of Voting Shares, plus (y) such Holder’s portion of the Amount Attributable to Cash, plus (z) any cash amount received by the Indenture Trustee from the Corporation attributable to any fractional Voting Shares otherwise issuable to such Holder, and the Holder will have no further recourse to either the Corporation or the Indenture Trustee in respect of the Interest Obligation upon payment in full thereof.

(i) The Indenture Trustee shall (i) on or after the date such proceeds are available, use the proceeds from any open market sales of Voting Shares, and/or (ii) on or after the Voting Share Delivery Date, use the sale proceeds of the Voting Shares (in each case, together with any cash received from the Corporation) to purchase, on the Written Order of the Corporation, Canadian Government Obligations which mature at least three Business Days prior to the applicable Interest Payment Date and which the Indenture Trustee is required to hold until maturity (the “Voting Share Proceeds Investment”) and shall, on such date, deposit the balance, if any, of such sale proceeds in the Property Account, on behalf of the Corporation, for such Debentures. At least one Business Day prior to the Interest Payment Date, the Indenture Trustee shall deposit amounts from the proceeds of the Voting Share Proceeds Investment in the Property Account to bring the balance of the Property Account to the Voting Share Interest Payment Election Amount to the extent that the Indenture Trustee has been provided sufficient funds to do so. On the Interest Payment Date, the Indenture Trustee shall pay the funds held in the Property Account (less any Tax required to be deducted and withheld, if any) to the Holders in accordance with section 2.10 or 2.12. The Indenture Trustee shall remit amounts, if any, in respect of income earned on the Voting Share Proceeds Investment or otherwise in excess of the Voting Share Interest Payment Election Amount to the Corporation.

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(j) Neither the making of a Voting Share Interest Payment Election nor the facilitation of settlement of sales effected in connection with a Voting Share Interest Payment Election will (i) result in the Holders not being entitled to receive on the applicable Interest Payment Date cash in an aggregate amount equal to the Interest Obligation payable on such date, or (ii) entitle such Holders to receive any Voting Shares in satisfaction of such Interest Obligation.

(k) The Corporation shall at all times fully assist the Indenture Trustee in the doing of all of the acts and things provided for in this section 7.1 and all such further and other acts and things as may be necessary in connection therewith or ancillary thereto or as the Indenture Trustee may request.

Article 8
SUBORDINATION OF DEBENTURES

8.1 Agreement to Subordinate

The Corporation covenants and agrees, and the Indenture Trustee and each Debentureholder, by his acceptance of a Debenture and the rights and benefits granted to such Debentureholder under this Indenture, likewise agrees, that the payment of the principal of, the premium, if any, and of any interest on the Debentures is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness whether outstanding on the date of this Indenture or thereafter Incurred, notwithstanding that no express written subordination agreement may have been entered into between the holders of Senior Indebtedness and the Indenture Trustee or the Debentureholders. Notwithstanding the provisions of this section 8.1, the Corporation shall continue to make payments on account of interest on the Debentures as they come due unless and until a default or an event of default (as defined in, or under, any Senior Indebtedness or any instrument evidencing the same and permitting, by the lapse of time or giving of notice, the holders thereof to accelerate the maturity thereof) has occurred and is continuing.

8.2 Order of Payment

In the event of any dissolution, winding-up, liquidation, bankruptcy, insolvency, receivership, creditor enforcement or realization or other similar proceedings related to the Corporation or any of its property or assets (whether voluntary or involuntary, partial or complete) or any other marshalling of the assets and liabilities of the Corporation:

(a) The holders of all Senior Indebtedness will first be entitled to receive payment in full of all Senior Indebtedness, if any, and interest due thereon, before the Debentureholders will be entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in any such event in respect of any of the Debentures including any unpaid interest accrued thereon.

(b) Any payment by, or distribution of assets of, the Corporation of any kind or character, whether in cash, property or securities to which the Debentureholders or the Indenture Trustee would be entitled, except for the provisions of this Article 8, will be paid or delivered by the Person making such payment or distribution, whether a trustee in bankruptcy, a receiver, a receiver-manager, a liquidator or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, rateably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness.

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(c) Subject to section 8.7, if, notwithstanding the foregoing, any payment by, or distribution of assets of, the Corporation of any kind or character, whether in cash, property or securities, is received by the Indenture Trustee or the Debentureholders before all Senior Indebtedness is paid in full, such payment or distribution will be held in trust for the benefit of, and will be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the indenture trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, rateably as aforesaid, for application to the payment of all Senior Indebtedness remaining unpaid until such Senior Indebtedness has been paid in full, after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness.

The rights and priority of the Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (i) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any Security granted in respect of any Senior Indebtedness; (ii) the time or order of the attachment, perfection or crystallization of any Security granted in respect of any Senior Indebtedness; (iii) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Indebtedness, including pursuant to any Security granted in respect thereof; (iv) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the holders of any Senior Indebtedness, or any of them, or the Debentureholders or any of them, to any money or property of the Corporation; (v) the failure to exercise any power or remedy reserved to the holders of any Senior Indebtedness, including under any Security granted in respect thereof, or to insist upon a strict compliance with any terms thereof; (vi) whether any Security granted in respect of any Senior Indebtedness is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (vii) the date of giving or failing to give notice to or making demand upon the Corporation; or (viii) any other matter whatsoever.

8.3 Subrogation Rights of Debentureholders

Subject to the prior payment in full of all Senior Indebtedness, the Debentureholders shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments and distributions of assets of the Corporation in respect of and on account of Senior Indebtedness, to the extent of the application thereto of moneys or other assets which would have been received by the Debentureholders, but for the provisions of this Article 8, until the principal of, premium, if any, and interest on the Debentures shall be paid in full. No payment or distribution of assets of the Corporation to the Debentureholders which would be payable or distributable to the holders of Senior Indebtedness pursuant to this Article 8 shall, as between the Corporation, its creditors (other than the holders of Senior Indebtedness) and the Debentureholders, be deemed to be a payment by the Corporation to or on account of the Debentureholders, it being understood that the provisions of this Article 8 are, and are intended, solely for the purpose of defining the relative rights of the Debentureholders, on the one hand, and the holders of the Senior Indebtedness, on the other hand. Nothing contained in this Article 8 or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Corporation and its creditors (other than the holders of Senior Indebtedness and the Debentureholders), the obligation of the Corporation, which is unconditional and absolute, to pay to the Debentureholders the principal of, premium, if any, and interest on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Debentureholders and the creditors of the Corporation, other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Indenture Trustee or the Holder of any Debentures from exercising all remedies otherwise permitted by Applicable Law upon default under this Indenture, subject to the rights, if any, under this Article 8, of the holders of Senior Indebtedness upon the exercise of any such remedy.

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8.4 No Payment to Debentureholders if Event of Default under the Senior Indebtedness

(a) Upon the maturity of any Senior Indebtedness by lapse of time, acceleration or otherwise, then all such Senior Indebtedness shall first be paid in full, or shall first have been duly provided for, before any payment on account of principal of, premium, if any, and interest on the Debentures is made, including the Redemption Price, and any amount owed upon a Change of Control or on the Maturity Date.

(b) Except as hereinafter otherwise provided in section 8.4(c), the Corporation shall not make any payment, and the Debentureholders shall not be entitled to demand, accelerate, institute proceedings for the collection of, or receive any payment or benefit (including without limitation by set-off, combination of accounts or otherwise in any manner whatsoever) on account of the Indebtedness represented by the Debentures (other than pursuant to section 4.1) (i) in a manner inconsistent with the terms (as they exist on the date hereof) of this Indenture or of the Debentures, or (ii) at any time when a default or an event of default (as defined in, or under, any Senior Indebtedness or any instrument evidencing the same and permitting, by the lapse of time or giving of notice, the holders thereof to demand payment of or accelerate the maturity thereof) has occurred under such Senior Indebtedness and is continuing, unless and until such Senior Indebtedness has been paid and satisfied in full, or unless and until such default or event of default has been cured or waived in writing or shall have ceased to exist in accordance with the provisions of such Senior Indebtedness.

(c) For greater certainty but without limiting the generality of the foregoing, this section 8.4 shall not be construed so as to prevent the Indenture Trustee from receiving and retaining any payments on account of Debentures which are made (i) in a manner that is consistent with the terms of this Indenture or of the Debentures, and (ii) at any time when no default or event of default (as defined in, or under, any Senior Indebtedness or any instrument evidencing the same and permitting, by the lapse of time or giving of notice, the holders thereof to demand payment of or accelerate the maturity thereof) has occurred under such Senior Indebtedness and is continuing.

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8.5 Payment on Debentures Permitted

Nothing contained in this Article 8 or elsewhere in this Indenture, or in any of the Debentures, shall affect the obligation of the Corporation to make, or prevent the Corporation from making, at any time except as prohibited by section 8.2 or 8.4, any payment of principal of, premium, if any, or interest on the Debentures. The fact that any such payment is prohibited by section 8.2, 8.4 or this section 8.5 shall not prevent the failure to make such payment from being an Event of Default hereunder.

8.6 Authorization of Debentureholders to Indenture Trustee to Effect Subordination

Each Holder, by his acceptance of Debentures, authorizes and directs the Indenture Trustee, on its behalf, to execute and deliver any such subordination agreements with the Corporation and the holders, or representatives or trustees thereof, of Senior Indebtedness, whether outstanding or hereafter Incurred, as may be necessary or appropriate to effect the subordination provided for in this Article 8 and appoints the Indenture Trustee his attorney-in-fact for any and all such purposes. Upon request of the Corporation, and upon being furnished an Officer’s Certificate stating the amount and nature of the Senior Indebtedness, the Indenture Trustee shall enter into a written agreement or agreements with the Corporation and the Person or Persons named in such Officer’s Certificate providing that such Person or Persons are entitled to all the rights and benefits of this Article 8 and for such other matters, such as an agreement not to amend the provisions of this Article 8 and the definitions herein without the consent of the holders of such Senior Indebtedness (or any authorized representative or trustee thereof), as the holders of such Senior Indebtedness (or any authorized representative or trustee thereof) may reasonably request. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of holders of such Senior Indebtedness (or any authorized representative or trustee thereof) who has not entered into such an agreement.

8.7 Knowledge of Indenture Trustee

Notwithstanding the provisions of this Article 8, the Indenture Trustee will not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of moneys to or by the Indenture Trustee, or the taking of any other action by the Indenture Trustee, unless and until the Indenture Trustee has received written notice thereof from the Corporation, any Debentureholder or any holder or representative or trustee of any class of Senior Indebtedness.

8.8 Indenture Trustee May Hold Senior Indebtedness

The Indenture Trustee is entitled to all the rights set forth in this Article 8 with respect to any Senior Indebtedness at the time held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture deprives the Indenture Trustee of any of its rights as such holder.

8.9 Rights of Holders of Senior Indebtedness Not Impaired

No right of any present or future holder of any Senior Indebtedness to enforce the subordination herein will at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Corporation or by any non-compliance by the Corporation with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with.

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8.10 Altering the Senior Indebtedness

The holders of the Senior Indebtedness have the right to extend, renew, modify, amend or amend and restate the terms of the Senior Indebtedness or any security therefor and to release, sell or exchange such security and otherwise to deal freely with the Corporation, all without notice to or consent of the Debentureholders or the Indenture Trustee and without affecting the liabilities and obligations of the parties to this Indenture or the Debentureholders or the Indenture Trustee.

8.11 Additional Indebtedness

This Indenture does not restrict the Corporation or its Subsidiaries from Incurring additional Indebtedness (including additional Senior Indebtedness or Indebtedness ranking pari passu with any Debentures), the issuance or repurchase of securities by the Corporation or its Subsidiaries or otherwise from mortgaging, pledging, charging or otherwise granting an interest in its property to secure any Indebtedness (including such additional Indebtedness).

8.12 Invalidated Payments

In the event that any of the Senior Indebtedness shall be paid in full and subsequently, for whatever reason, such formerly paid or satisfied Senior Indebtedness becomes unpaid or unsatisfied, the terms and conditions of this Article 8 shall be reinstated and the provisions of this Article shall again be operative until all Senior Indebtedness is repaid in full, provided that such reinstatement shall not give the holders of Senior Indebtedness (or any represenatiave thereof) any rights or recourses against the Trustee or the Debentureholders for amounts paid to the Debentureholders subsequent to such payment or satisfaction in full and prior to such reinstatement.

8.13 Contesting Security

The Trustee, for itself and on behalf of the Debentureholders, agrees that it shall not contest or bring into question the validity, perfection or enforceability of any of the Senior Indebtedness, the Security in respect of any Senior Indebtedness, or the relative priority of the Security in respect of any Senior Indebtedness.

8.14 Right of Debentureholder to Convert Not Impaired

The subordination of the Debentures to the Senior Indebtedness and the provisions of this Article 8 do not impair in any way the right of a Debentureholder to convert its Debentures pursuant to section 4.1.

Article 9
COVENANTS OF THE CORPORATION

9.1 Payment of Principal, Premium and Interest

The Corporation covenants and agrees with the Indenture Trustee and for the benefit of the Holders of each Debenture that, subject at all times to the provisions of Article 8 hereof, it will duly and punctually pay the principal of, premium, if any, and interest on the Debentures in accordance with their terms and this Indenture.

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9.2 Corporate Existence; Books of Account

The Corporation covenants and agrees with the Indenture Trustee for the benefit of each Holder that:

(a) it will, subject to Article 14, at all times maintain its corporate existence; and

(b) it (or any Successor Corporation) will keep or cause to be kept proper books of account in accordance with Canadian generally accepted accounting principles.

9.3 Compliance Certificate

The Corporation shall deliver to the Indenture Trustee within 140 days after the end of each fiscal year of the Corporation (and at any other reasonable time upon demand by the Indenture Trustee) an Officer’s Certificate stating that the Corporation has complied with all requirements of the Corporation contained in this Indenture that, if not complied with, would, with the giving of notice, lapse of time, or otherwise, constitute an Event of Default. If an Event of Default shall have occurred, the Officer’s Certificate shall describe the nature and particulars of the Event of Default and its current status and steps taken or proposed to be taken to eliminate such circumstances and remedy such Event of Default, as the case may be.

9.4 Notice of Default

The Corporation will promptly notify the Indenture Trustee in writing upon becoming aware of the occurrence of any Event of Default.

9.5 Securities Laws

(a) The Corporation covenants and agrees with the Indenture Trustee for the benefit of the Holders that it will use reasonable commercial efforts to maintain the listing of the Voting Shares and the Debentures on the TSX and the listing of the Variable Voting Shares on the NASDAQ (or, in each case, another nationally recognized stock exchange in Canada or the United States) and to maintain the Corporation’s status as a “reporting issuer” not in default of the requirements of Canadian Applicable Securities Laws, provided that the foregoing covenant shall not prevent or restrict the Corporation from carrying out a transaction to which section 3.10 or Article 14 would apply if carried out in compliance with section 3.10 or Article 14, respectively, even if as a result of such transaction the Voting Shares and/or the Debentures cease to be listed on the TSX or another stock exchange or the Variable Voting Shares cease to be listed on the NASDAQ or the Corporation ceases to be a “reporting issuer”.

(b) The Indenture Trustee shall have no obligation to verify information relating to the Corporation’s compliance with this section 9.5 and may act and rely upon all information provided by the Corporation with respect to such compliance, without independent inquiry.

9.6 Reporting

The Corporation shall provide the Indenture Trustee and the Holders with copies of documents that must be sent to its shareholders pursuant to Applicable Securities Laws in the provinces and territories of Canada in which the Corporation is a “reporting issuer” (as such term is defined in such Applicable Securities Laws) within the time prescribed by such Applicable Securities Laws for delivery to its shareholders, which copies shall be deemed to have been provided to the Indenture Trustee and the Holders once filed on the SEDAR website. The Indenture Trustee shall have no duty to analyze any such documents.

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9.7 Performance of Covenants by Indenture Trustee

If the Corporation fails to perform any of its covenants contained in this Indenture, the Indenture Trustee may itself perform any of such covenants capable of being performed by it, but will be under no obligation to do so. All sums expended or advanced by the Indenture Trustee for such purpose will be repayable as provided in section 9.8 of the Indenture. No such performance or advance by the Indenture Trustee shall relieve the Corporation of any default hereunder or its continuing obligations hereunder.

9.8 Payment of Indenture Trustee’s Remuneration

The Corporation will pay the Indenture Trustee’s reasonable remuneration for its services as Indenture Trustee hereunder (including reimbursement for reasonable legal fees and expenses) and will repay to the Indenture Trustee on demand all moneys which shall have been paid by the Indenture Trustee out of its own funds in and about the execution of the trusts hereby created. Any moneys owed to the Indenture Trustee which remain unpaid for a period of 30 days or more from the issue date of the Indenture Trustee’s invoice for such moneys owed shall bear interest at the rate charged by the Indenture Trustee from time to time to its corporate trust customers until the date of payment. All such moneys shall be paid by the Corporation immediately upon receipt of such invoice by the Corporation. The said remuneration shall continue to be payable until the trusts hereof are finally wound up and whether or not the trusts of this Indenture shall be in course of administration by or under the direction of the court. This section 9.8 shall survive the resignation of the Indenture Trustee or the termination of this Indenture. Notwithstanding the foregoing, the Corporation need not pay or reimburse the Indenture Trustee for expenses, disbursements or advances if the Indenture Trustee incurred such expenses, disbursements or advances as a result of bad faith, wilful misconduct or gross negligence by the Indenture Trustee.

Article 10
EVENTS OF DEFAULT AND REMEDIES

10.1 Events of Default and Enforcement

If and when any one or more of the following events (herein called an “Event of Default”) shall happen with respect to the Debentures, namely:

(a) a default in payment of principal (and premium, if any) on any Debentures when due, whether at the Maturity Date, upon redemption, by declaration or otherwise;

(b) a default in payment of interest on any Debentures when due and payable and the continuance of such default for 30 days;

(c) a default in the observance of the covenant contained in section 9.5(a) and the continuance of such default for 10 Business Days;

(d) a default in performing or observing any of the other covenants, agreements or obligations of the Corporation as described herein and the continuance of such default for 60 days after written notice to the Corporation by the Indenture Trustee or by the Holders of not less than 25% in principal amount of Outstanding Debentures requiring the same to be remedied, or such longer period of time as the Indenture Trustee (having regard to the subject matter of neglect or non-observance) shall agree to;

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(e) the failure to make an Offer to Purchase upon a Change of Control;

(f) a decree, judgment, or order by a court having jurisdiction in the premises shall have been entered adjudging the Corporation bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement, composition or similar relief for the Corporation, under the Bankruptcy and Insolvency Act (Canada) or any other bankruptcy, insolvency or analogous applicable law of Canada or any province or territory thereof, or a decree, judgment or order of a court having jurisdiction in the premises for the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Corporation or of a substantial part of its property, or for the winding up or liquidation of its affairs, shall, in the case of any of the foregoing, have remained in force for a period of 60 consecutive days; or any substantial part of the property of the Corporation shall be sequestered or attached and shall not be returned to the possession of the Corporation or released from such attachment, as the case may be, whether by filing of a bond, or stay or otherwise, within 60 consecutive days thereafter; or

(g) the Corporation shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the Bankruptcy and Insolvency Act (Canada) or any other bankruptcy, insolvency or analogous applicable law of Canada or any province or territory thereof or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or of a substantial part of its property, or shall make an assignment for the benefit of creditors, or shall be unable, or admit in writing its inability, to pay its debts generally as they become due, or corporate action shall be taken by the Corporation in furtherance of any of the aforesaid actions;

then, and in each and every such case which has happened and is continuing, the Indenture Trustee may, in its discretion, and shall, upon the written request of the Holders of not less than 25% in principal amount of the Outstanding Debentures at such time (or, if there is a Global Debenture Outstanding, a written request of the Participants, through CDS, having received instructions from the Beneficial Holders holding at least 25% of the Outstanding Debentures), declare the principal of, premium, if any, together with accrued interest on all such Debentures to be due and payable immediately, by a Notice in writing to the Corporation (and to the Indenture Trustee if given by the Holders), and upon any such declaration such principal amount and premium, if any, together with accrued interest thereon, shall become immediately due and payable. If the Indenture Trustee fails to notify in writing the Corporation pursuant to the terms hereof, the Debentureholders having provided the written request to the Indenture Trustee may do so.

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10.2 Notice of Event of Default

The Indenture Trustee shall give to the Holders within five days after the Indenture Trustee becomes aware by way of written Notice of the occurrence of an Event of Default, Notice of every Event of Default so occurring and continuing at the time the Notice is given, unless the Indenture Trustee reasonably and in good faith determines that the withholding of such Notice is in the best interests of the Holders and gives written Notice of such determination to the Corporation. When a Notice of the occurrence of an Event of Default is given by the Indenture Trustee pursuant to this section 10.2 and the Event of Default is thereafter waived, the Indenture Trustee shall give Notice that the Event of Default is no longer outstanding to all Holders to whom Notice of the occurrence of the Event of Default was given within five days after the Indenture Trustee becomes aware, by written Notice given by the Corporation to the Indenture Trustee, that the Event of Default has been waived and is no longer outstanding.

10.3 Waiver

Upon the happening of any Event of Default hereunder:

(a) the Holders of the Debentures shall have the power by requisition in writing by the Holders of more than 50% of the principal amount of Debentures then Outstanding (or by Extraordinary Resolution), to instruct the Indenture Trustee to waive any Event of Default and to cancel any declaration made by the Indenture Trustee pursuant to section 10.1 and the Indenture Trustee shall thereupon waive the Event of Default and cancel such declaration upon such terms and conditions as shall be prescribed in such requisition (or such Extraordinary Resolution), provided that in the case of any Event of Default (i) resulting from (x) a failure to pay interest in respect of the Debentures or (y) a failure to pay the principal (and premium, if any) in respect of the Debentures which have become due otherwise than solely as a result of such declaration of acceleration, or (ii) in respect of a covenant or provision hereof that under Article 17 cannot be modified or amended without an Extraordinary Resolution passed by the Holders, such powers may be exercisable only by Extraordinary Resolution; and

(b) the Indenture Trustee, so long as it has not become bound to declare the principal and interest on the Debentures then Outstanding to be due and payable, or to obtain or enforce payment of the same, shall have power to waive any Event of Default if, in the Indenture Trustee’s opinion, the same shall have been cured or adequate satisfaction made therefor, and in such event to cancel any such declaration theretofore made by the Indenture Trustee in the exercise of its discretion, upon such terms and conditions as the Indenture Trustee may deem advisable.

Upon any such waiver, such Event of Default shall cease to exist and be deemed to have been cured for every purpose of this Indenture. No such waiver by the Holders or the Indenture Trustee shall extend to or be taken in any manner whatsoever to affect any subsequent or other Event of Default or impair any right consequent thereon.

10.4 Other Remedies

(a) If an Event of Default occurs and is continuing, the Indenture Trustee may pursue any available remedy to collect the payment of principal of, premium, if any, or interest on Debentures or to enforce the performance of any term of the Debentures or this Indenture.

(b) The Indenture Trustee may maintain a Proceeding even if it does not possess any Debentures or does not produce any of them in the Proceeding. A delay or omission by the Indenture Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.

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10.5 Application of Money Collected

Any money collected by the Indenture Trustee pursuant to this Article in respect of Debentures shall (subject to any claims having priority under Applicable Law) be applied in the following order, at the dates fixed by the Indenture Trustee and, in case of the distribution of such money on account of principal of, premium, if any, or interest, upon presentation of Debentures and the notation thereon of the payment (if only partially paid) and upon surrender thereof (if fully paid):

(a) first, to the payment of all amounts due to the Indenture Trustee under this Indenture with respect to such Debentures;

(b) second, to the payment of accrued and unpaid interest on such Debentures;

(c) third, to the payment of the principal of, and premium, if any, on such Debentures;

(d) fourth, to the payment of any other amounts with respect to such Debentures; and

(e) fifth, to whomever may be lawfully entitled to receive the balance of such money.

10.6 Control by Holders

The Holders of at least 25% in principal amount of the Outstanding Debentures may:

(a) direct the time, method and place in the Province of Ontario of conducting any Proceeding for any remedy available to the Indenture Trustee or exercising any trust or power conferred on it with respect to the Debentures; and

(b) take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of Debentures under any provisions of this Indenture or under Applicable Law.

The Indenture Trustee may refuse, however, to follow any direction that conflicts with Applicable Law or this Indenture.

10.7 Limitation on Suits

(a) No Holder of any Debenture will have any right to pursue any remedy (including any action, suit or proceeding authorized or permitted by this Indenture or pursuant to Applicable Law) with respect to this Indenture or the Debentures unless: (i) the Holder gives to the Indenture Trustee notice of a continuing Event of Default; (ii) the Holders of at least 25% in principal amount of the then Outstanding Debentures make a request in writing to the Indenture Trustee to pursue the remedy; (iii) such Holder or Holders offer or provide to the Indenture Trustee security, funds and indemnity in form satisfactory to the Indenture Trustee against any loss, liability or expense; (iv) the Indenture Trustee does not comply with the request within 30 days after receipt of such request and indemnity; and (v) during such 30 day period the Holders of a majority in principal amount of Outstanding Debentures do not give the Indenture Trustee a direction inconsistent with the request.

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(b) Holders may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

10.8 Collection Suit by Indenture Trustee

If an Event of Default specified in clause (a), (b), (c) or (d) of section 10.1 occurs and is continuing, the Indenture Trustee may recover judgment in its own name and as trustee against the Corporation for the whole amount of principal and premium, if any, together with interest remaining unpaid.

10.9 Indenture Trustee May File Proofs of Claim

The Indenture Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee and the Holders lodged or allowed in any Proceedings relative to the Corporation, its creditors or its property.

10.10 Undertaking for Costs

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Indenture Trustee for any action taken or omitted by it as Indenture Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defences made by the party litigant. This section 10.10 does not apply to a suit by the Indenture Trustee, a suit by a Holder pursuant to section 10.7, or a suit by any Holder or group of Holders of not less than 50% in principal amount of the Outstanding Debentures.

10.11 Delay or Omission Not Waiver

No delay or omission of the Indenture Trustee or of any Holder of any Debenture to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Indenture Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Holders, as the case may be.

10.12 Remedies Cumulative

No remedy herein conferred upon or reserved to the Indenture Trustee or upon or to the Holders is intended to be exclusive of any other remedy, but each remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now existing or hereafter to exist by law or statute.

10.13 Judgment Against the Corporation

The Corporation covenants and agrees with the Indenture Trustee that, in case of any Proceeding to obtain judgment for payment of the principal of, premium, if any, or interest, if any, on the Debentures, judgment may be rendered against it in favour of the Holders or in favour of the Indenture Trustee, as holder of a power of attorney for the Holders, for the amount which may remain due in respect of the Debentures and the interest and premium, if any, thereon.

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Article 11
SATISFACTION AND DISCHARGE

11.1 Non-Presentation of Debentures

If any Debentureholder fails to present any Debentures for payment on the date on which the principal of, premium, if any, or interest thereon, becomes payable, whether on a Redemption Date, Payment Date, Maturity Date or any other payment date, or shall not accept payment on account thereof and give such receipt therefor, if any, as the Indenture Trustee may require:

(a) the Corporation shall thereafter be entitled to pay or deliver to the Indenture Trustee and direct the Indenture Trustee to set aside,

(b) in respect of moneys or Voting Shares in the hands of the Indenture Trustee which may or should be applied to the payment of the Debentures, the Corporation shall thereafter be entitled to direct the Indenture Trustee to set aside, or

(c) if the redemption was made pursuant to any Notice given by the Indenture Trustee, the Indenture Trustee may itself thereafter set aside,

the principal of, premium, if any, and interest on such Holder’s Debentures, in trust to be paid to such Debentureholder upon due presentation or surrender of such Debentures in accordance with the provisions of this Indenture; and thereupon the principal of, premium, if any, and interest payable on each Debenture in respect whereof such moneys and, if permitted hereunder, Voting Shares have been set aside shall be deemed to have been paid and the Holder thereof shall thereafter have no right in respect thereof except to receive delivery and payment of the moneys or Voting Shares, if applicable, so set aside by the Indenture Trustee upon due presentation and surrender thereof, subject to the provisions of section 2.4. For greater certainty, the provisions of Article 6 shall not prevent the application of moneys received by the Indenture Trustee pursuant to this section 11.1 to the payment of principal, premium, if any, and interest on such Holder’s Debentures.

11.2 Repayment of Unclaimed Moneys or Voting Shares

Subject to any Applicable Laws regarding unclaimed property, any moneys or Voting Shares, if applicable, set aside under section 11.1 and not claimed by and paid to the Holders as provided in section 11.1 within three years after the date of such setting aside shall be repaid and delivered to the Corporation by the Indenture Trustee on demand and thereupon the Indenture Trustee shall be released from all further liability with respect to such moneys or Voting Shares, if applicable, and thereafter the Holders of the Debentures in respect of which such moneys or Voting Shares, if applicable, were so repaid to the Corporation shall have no rights in respect thereof except to obtain payment and delivery of the moneys or Voting Shares, if applicable, due thereon from the Corporation up to such time as the right to proceed against the Corporation for recovery of such moneys or Voting Shares, if applicable, has become statute barred under the laws of the Province of Ontario.

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11.3 Discharge

The Indenture Trustee shall at the Written Request of the Corporation release and discharge this Indenture and execute and deliver such instruments as it shall be advised by Counsel are requisite for that purpose and release the Corporation from its covenants herein contained (other than the provisions relating to the indemnification of the Indenture Trustee), upon proof being given to the reasonable satisfaction of the Indenture Trustee that the principal of, premium, if any, and interest (including interest on amounts in default, if any) on all of the Debentures and all other moneys payable hereunder have been paid or satisfied or that, all of the Debentures having matured or having been duly called for redemption, payment of the principal of, premium, if any, and interest (including interest on amounts in default, if any) on such Debentures and all other moneys payable hereunder have been duly and effectually provided for in accordance with the provisions hereof.

11.4 Satisfaction

(a) Subject to sections 11.4(b) and 11.5, the Corporation shall be deemed to have fully paid, satisfied and discharged all of the Outstanding Debentures and the Indenture Trustee, at the expense of the Corporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the Outstanding Debentures:

(i) the Corporation has deposited or caused to be deposited with the Indenture Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Voting Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of principal, premium, if any, and interest, if any, to maturity or any repayment date or Redemption Dates, or any Payment Date or upon conversion or otherwise, as the case may be, of such Debentures (including the maximum number of Voting Shares that may be payable as Make-Whole Premium Shares); or

(ii) the Corporation has deposited or caused to be deposited with the Indenture Trustee, as trust property in trust for the purpose of making payment on such Debentures, such amount of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or Voting Shares, if applicable, as will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of principal and accrued and unpaid interest to maturity or any repayment date, as the case may be, of all such Debentures; or

(iii) all Debentures certified and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in section 2.17, and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Corporation as provided in section 11.2) have been delivered to the Indenture Trustee for cancellation;

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so long as in any such event:

(iv) the Corporation has paid, caused to be paid or made provisions to the satisfaction of the Indenture Trustee for the payment of all other sums payable or which may be payable (including the maximum number of Voting Shares that may be issuable as Make-Whole Premium Shares) with respect to all of such Debentures (together with all applicable expenses of the Indenture Trustee in connection with the payment of such Debentures)

(v) in respect of (i) and (ii) above, the Corporation has delivered to the Indenture Trustee an Opinion of Counsel reasonably acceptable to the Indenture Trustee and qualified to practice in Canada to the effect that Holders of Outstanding Debentures will not recognize income, gain or loss for Canadian federal, provincial or territorial income or other tax purposes as a result of this section 11.4 and will only be subject to Canadian federal, provincial or territorial income or other taxes on the same amounts, in the same manner and at the same times as would have been the case if this section 11.4 had not applied; and

(vi) the Corporation has delivered to the Indenture Trustee an Officer’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with.

Any deposits with the Indenture Trustee referred to in this section 11.4 shall be irrevocable, subject to section 11.5, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Indenture Trustee and the Corporation and which provides for the due and punctual payment of the principal of, premium, if any, and interest on the Debentures being satisfied.

(b) Upon the satisfaction of the conditions set forth in this section 11.4 with respect to all the Outstanding Debentures, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2, Article 4, section 9.8, Article 11, section 12.12(d), section 12.12(e) and the other provisions of this Indenture pertaining to the foregoing provisions) shall no longer be binding upon or applicable to the Corporation.

(c) Any funds or obligations deposited with the Indenture Trustee pursuant to this section 11.4 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made.

(d) If the Indenture Trustee is unable to apply any money or securities in accordance with this section 11.4 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this section 11.4 until such time as the Indenture Trustee is permitted to apply all such money or securities in accordance with this section 11.4, provided that if the Corporation has made any payment in respect of principal, premium, if any, or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Indenture Trustee.

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11.5 Continuance of Rights, Duties and Obligations

(a) Where trust funds or trust property have been deposited pursuant to section 11.4, the Holders of Debentures and the Corporation shall continue to have and be subject to their respective rights, duties and obligations under Article 2, Article 4, section 9.8, Article 11, section 12.12(d), section 12.12(e) and the other provisions of this Indenture pertaining to the foregoing provisions.

(b) In the event that, after the deposit of trust funds or trust property pursuant to section 11.4 in respect all of the Outstanding Debentures (the “Defeased Debentures”), any holder of any of the Defeased Debentures from time to time converts its Debentures to Voting Shares or other securities of the Corporation in accordance with Article 4 or any other provision of this Indenture, the Indenture Trustee shall, upon receipt of a Written Request of the Corporation, return to the Corporation from time to time the proportionate amount of the trust funds or other trust property deposited with the Debenture Trustee pursuant to section 11.4 in respect of the Defeased Debentures which is applicable to the Defeased Debentures so converted (which amount shall be based on the applicable principal amount of the Defeased Debentures being converted in relation to the aggregate outstanding principal amount of all of the Defeased Debentures).

(c) In the event that, after the deposit of trust funds or trust property pursuant to section 11.4, the Corporation is required to make an Offer to Purchase to purchase any Outstanding Debentures pursuant to section 3.10, the Corporation shall be entitled to use any trust money or trust property deposited with the Debenture Trustee pursuant to section 11.4 for the purpose of paying to any holders of Defeased Debentures who have accepted any such offer of the Corporation the Offer Price payable to such holders in respect of such Offer to Purchase. Upon receipt of a Written Request from the Corporation, the Debenture Trustee shall be entitled to pay to such holder from such trust money or trust property deposited with the Debenture Trustee pursuant to section 11.4 in respect of the Defeased Debentures which is applicable to the Defeased Debentures held by such holders who have accepted any such offer from the Corporation (which amount shall be based on the applicable principal amount of the Defeased Debentures held by holders that accept any such offer in relation to the aggregate outstanding principal amount of all the Defeased Debentures).

Article 12
THE INDENTURE TRUSTEE

12.1 Duties of Indenture Trustee

In the exercise of its rights, duties and obligations prescribed or conferred by this Indenture, the Indenture Trustee shall act honestly and in good faith and shall exercise that degree of care, diligence and skill that a reasonably prudent corporate trustee would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for an act or failure to act arising from or in connection with the wilful misconduct or gross negligence by the Indenture Trustee. The Indenture Trustee shall not be liable for any act or default on the part of any agent employed by it or for permitting any agent or co-trustee to receive and retain any moneys payable to the Indenture Trustee under this Indenture, except as aforesaid.

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12.2 Employ Agents

The Indenture Trustee may, but is not required to, employ (at the expense of the Corporation) such Counsel, agents and other assistants as it may reasonably require for the proper determination and discharge of its duties under this Indenture, and shall not be responsible for any negligence or misconduct on the part of any such Counsel, agent or other assistant or for any liability incurred by any Person as a result of not employing such Counsel, agent or other assistant, and may pay reasonable remuneration for all services performed for it with respect to this Indenture, and shall be entitled to receive reimbursement for all reasonable disbursements, costs, liabilities and expenses made or incurred by it with respect to this Indenture. All such disbursements, costs, liabilities and expenses in relation to this Indenture and all expenses incidental to the preparation, execution, creation and issuance of the Debentures, whether done or incurred at the request of the Indenture Trustee or the Corporation, shall bear interest at the posted annual rate of interest charged by the Indenture Trustee from time to time to its corporate trust customers from the date which is 30 days following receipt by the Corporation of an invoice from the Indenture Trustee with respect to such expenses until the date of reimbursement and shall (together with such interest) be paid by the Corporation immediately upon receipt of such invoice.

12.3 Reliance on Evidence of Compliance

In the exercise of its rights, duties and obligations under this Indenture, the Indenture Trustee may, if it is acting in good faith, act and rely, as to the truth of the statements and the accuracy of the opinions expressed therein, upon statutory declarations, Opinions of Counsel, reports, directions, orders, certificates and Officer’s Certificates required by the Indenture Trustee to be furnished to it in the exercise of its rights, duties and obligations under this Indenture, if the Indenture Trustee examines such statutory declarations, Opinions of Counsel, reports, directions, orders, certificates or Officer’s Certificates and determines that they indicate compliance with the applicable requirements of this Indenture.

12.4 Provision of Evidence of Compliance to Indenture Trustee

In addition to any other provisions of this Indenture, the Indenture Trustee may, at any time any action is taken which relates to any of paragraphs (a) through (c) below, and acting in good faith, require evidence of compliance with the conditions precedent provided for in this Indenture relating to:

(a) the certification pursuant to section 2.7 and delivery of Debentures;

(b) the satisfaction and discharge of this Indenture by the Corporation; or

(c) the taking of any other action or step to be taken by the Indenture Trustee at the request, or on the application, of the Corporation.

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12.5 Contents of Evidence of Compliance

Evidence of compliance required by section 12.4 shall consist of:

(a) an Officer’s Certificate that the conditions precedent referred to in such Officer’s Certificate have been complied with in accordance with the terms of this Indenture;

(b) in the case of conditions precedent compliance with which are, pursuant to this Indenture, made subject to review or examination by Counsel, an Opinion of Counsel to the Corporation that such conditions precedent have been complied with in accordance with the terms of this Indenture; and

(c) in the case of conditions precedent compliance with which are subject to the review or examination by auditors or appraisers, an opinion or report of a chartered accountant or appraiser, as the case may be, approved by the Indenture Trustee acting reasonably, that such conditions precedent have been complied with in accordance with the terms of this Indenture.

12.6 Advice of Experts

The Indenture Trustee may act or not act and rely or not rely, and shall be protected in acting or not acting and relying or not relying in good faith, on the opinion, advice or information (including the Opinion of Counsel) obtained from any counsel, auditor, valuer, engineer, surveyor or other expert, whether obtained by the Indenture Trustee or by the Corporation, and, if acting in good faith, may rely as to the truth of the statements and the accuracy of the opinions expressed in any report or opinion furnished by such Person and may obtain such assistance as may be necessary to the proper determination and discharge of its duties and may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid, including the disbursements of any legal or other advisor or assistants, and all reasonable costs and out-of-pocket expenses arising from the securing of such opinion, advice or assistance shall become and form part of the Indenture Trustee’s remuneration hereunder.

12.7 Indenture Trustee May Deal in Debentures

In its personal capacity or any other capacity, the Indenture Trustee, and each Affiliate of the Indenture Trustee, may buy, sell, lend upon, become a pledgee of and deal in the Debentures and generally contract and enter into financial transactions with the Corporation and any Affiliate of the Corporation without being liable to account for any profits made thereby.

12.8 Conditions Precedent to Indenture Trustee’s Obligation to Act

(a) The Indenture Trustee shall not be bound to give any notice, or to do, observe or perform or see to the observance or performance by the Corporation of any of the obligations imposed under the Indenture or to supervise or interfere with any of the activities of the Corporation, or to do or take any act, action or Proceeding by virtue of the powers conferred on it by this Indenture, unless and until it shall have been required to do so under the terms of this Indenture; nor shall the Indenture Trustee be required to take notice of any default or Event of Default, other than in payment of any moneys required by this Indenture to be paid to the Indenture Trustee, unless and until notified in writing of such default or Event of Default by the Corporation or by any Holder, which notice shall distinctly specify the default or Event of Default, and in the absence of any such notice the Indenture Trustee may conclusively assume that no default or Event of Default has occurred. Any such notice or requisition shall in no way limit any discretion given to the Indenture Trustee in this Indenture to determine whether or not to take action with respect to any default or Event of Default or with respect to any such requisition.

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(b) The obligation of the Indenture Trustee to do any of the actions referred to in section 12.8(a), including to commence or to continue any Proceeding or assert any right of the Indenture Trustee or the Holders, shall be conditional upon the Holders furnishing, when required by notice in writing by the Indenture Trustee, sufficient funds to commence or continue such action or assert such right and an indemnity satisfactory to the Indenture Trustee to protect and hold harmless the Indenture Trustee against the costs, charges, expenses and liabilities which may result from such action and any loss and damage the Indenture Trustee may suffer by reason of such action.

(c) Before commencing or at any time during the continuance of any Proceeding, the Indenture Trustee may require the Holders on whose behalf it is acting to deposit with the Indenture Trustee the Debentures held by them, and the Indenture Trustee shall issue receipts for such Debentures.

12.9 Indenture Trustee Not Required to Give Security

The Indenture Trustee shall not be required to give Security for its conduct or administration under this Indenture.

12.10 Resignation or Removal of Indenture Trustee; Conflict of Interest

(a) The Indenture Trustee represents and warrants to the Corporation that at the time of the execution and delivery of this Indenture no material conflict of interest exists with respect to the Indenture Trustee’s role as a fiduciary hereunder.

(b) The Indenture Trustee may resign as trustee hereunder by giving not less than 60 days’ notice in writing to the Corporation or such shorter notice as the Corporation may accept as sufficient. The Indenture Trustee shall resign if a material conflict of interest arises with respect to its role as trustee under this Indenture that is not eliminated within 90 days after the Indenture Trustee becomes aware of such conflict of interest. Immediately after the Indenture Trustee becomes aware that it has a material conflict of interest it shall provide the Corporation with written notice of the nature of that conflict. Upon any such resignation, the Indenture Trustee shall be discharged from all further duties and liabilities under this Indenture. None of the validity and enforceability of this Indenture or the Debentures shall be affected in any manner whatsoever by reason only of the existence of a material conflict of interest on the part of the Indenture Trustee (whether arising prior to or after the date of this Indenture). If the Indenture Trustee does not comply with this section, any Holder or the Corporation may apply to the Ontario Superior Court of Justice in the judicial district of Toronto for an order that the Indenture Trustee be replaced as trustee under this Indenture.

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(c) In the event of the Indenture Trustee resigning or being removed by the Holders by Extraordinary Resolution or by the Corporation or being dissolved, becoming insolvent or bankrupt, going into liquidation or otherwise becoming incapable of acting as trustee under this Indenture, the Corporation shall immediately appoint a successor Indenture Trustee unless a successor Indenture Trustee has already been appointed by the Holders; failing such appointment by the Corporation, the retiring Indenture Trustee or any Holder may apply to a judge of the Ontario Superior Court of Justice in the judicial district of Toronto, on such notice as such judge may direct, for the appointment of a successor Indenture Trustee. The successor Indenture Trustee so appointed by the Corporation or by such court shall be subject to removal by the Holders by way of an Act of Holders. Any successor Indenture Trustee appointed under any provision of this section shall be a corporation authorized to carry on the business of a trust corporation in Canada or the Province of Ontario. The expenses of all acts, documents and Proceedings required under this section will be paid by the Corporation in the same manner as if the amount thereof were fees payable to the Indenture Trustee under this Indenture.

(d) Any successor Indenture Trustee shall, immediately upon appointment, become vested with all the estates, properties, rights, powers and trusts of its predecessor in the trusts under this Indenture, with like effect as if originally named as Indenture Trustee hereunder. Nevertheless, upon the written request of the successor Indenture Trustee or of the Corporation and upon payment of all outstanding fees and expenses, including those owed to the Indenture Trustee ceasing to act, the Indenture Trustee ceasing to act shall execute and deliver a document assigning and transferring to such successor Indenture Trustee, upon the trusts expressed in this Indenture, all the rights, powers and trusts of the Indenture Trustee so ceasing to act, and shall duly assign, transfer and deliver all property (including money) held by such Indenture Trustee to the successor Indenture Trustee in its place. Should any deed, conveyance or other document in writing from the Corporation be required by any successor Indenture Trustee for more fully and certainly vesting in and confirming to it such estates, properties, rights, powers and trusts, then any and all such deeds, conveyances and other documents in writing shall, on the request of the successor Indenture Trustee, be made, executed, acknowledged and delivered by the Corporation.

(e) Any corporation into which the Indenture Trustee is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting from any consolidation or amalgamation to which the Indenture Trustee is a party shall become the successor Indenture Trustee under this Indenture, without the execution of any document or any further act; provided that such successor Indenture Trustee is a corporation qualified to carry on the business of a trust corporation in Canada or the Province of Ontario and shall not have a material conflict of interest in its role as a fiduciary under this Indenture.

12.11 Authority to Carry on Business; Resignation

The Indenture Trustee represents and warrants to the Corporation that at the date of execution and delivery by it of this Indenture it is authorized to carry on the business of a trust corporation in Canada. If the Indenture Trustee ceases to be so authorized to carry on business, the validity and enforceability of this Indenture and the Debentures issued hereunder shall not be affected in any manner by reason only of such event but the Indenture Trustee shall, within 90 days after ceasing to be authorized to carry on the business of a trust corporation in Canada, either become so authorized (or become authorized to carry on the business of a trust corporation in the Province of Ontario) or resign in the manner and with the effect specified in section 12.10.

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12.12 Protection of Indenture Trustee

By way of supplement to any Applicable Law from time to time relating to trustees and in addition to any other provision of this Indenture for the relief of the Indenture Trustee, it is expressly agreed that:

(a) the Indenture Trustee shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Debentures (except the representations and warranties contained in sections 2.7(d), 12.10(a), 12.11 and 12.13 which are being given by the Indenture Trustee) or required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;

(b) the Indenture Trustee shall not be bound to give to any Person notice of the execution of this Indenture unless and until an Event of Default and a declaration of acceleration has occurred, and the Indenture Trustee has determined or become obliged to enforce the same;

(c) the Indenture Trustee shall not incur any liability or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants contained in this Indenture or of any acts of the agents or servants of the Corporation;

(d) the Corporation indemnifies and saves harmless the Indenture Trustee and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis, and costs and expenses incurred in connection with the enforcement of this indemnity) or demands whatsoever which may be brought against the Indenture Trustee or which it may suffer or incur, whether in law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Indenture Trustee, save only in the event of the gross negligence or the wilful misconduct of the Indenture Trustee. It is understood and agreed that this indemnification shall survive the termination or discharge of this Indenture and the resignation or removal of the Indenture Trustee;

(e) without limiting the generality of section 12.12(d), the Corporation will indemnify and hold harmless the Indenture Trustee and upon written request reimburse the Indenture Trustee for the amount of (i) any Taxes levied or imposed and paid by the Indenture Trustee as a result of payments made under or with respect to the Debentures, (ii) any liability (including penalties and interest) arising therefrom or with respect thereto paid by the Indenture Trustee as a result of payments made under or with respect to the Debentures, (iii) any liability (including penalties and interest) arising from a Voting Share Interest Payment Election, and (iv) any Taxes levied or imposed and paid by the Indenture Trustee with respect to reimbursement under (i), (ii) and (iii) above, but excluding any Taxes on the Indenture Trustee’s net income arising from fees for acting as the trustee hereunder or in respect of the Indenture Trustee’s capital;

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(f) the Indenture Trustee shall not be liable by reason of the statements or implications of fact or law contained in or arising out of anything contained in any Offering Document or be required to verify the same, but all statements or implications shall be deemed to have been made by the Corporation only;

(g) the Indenture Trustee may, in the exercise of all or any of the trusts, powers and discretion vested in it under this Indenture, act by delegation to the responsible officers of the Indenture Trustee; the Indenture Trustee may delegate to any Person the performance of any of the trusts and powers vested in it by this Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Indenture Trustee may determine to be in the best interest of the Holders;

(h) the Indenture Trustee shall not be required to take notice or be deemed to have notice or actual knowledge of any matter under this Indenture, unless the Indenture Trustee shall have received from the Corporation or a Holder written notice stating the matter in respect of which the Indenture Trustee should have notice or actual knowledge;

(i) the Indenture Trustee shall not be bound to act in accordance with any direction or request of the Corporation until an executed copy of the document containing the direction or request has been delivered to the Indenture Trustee, and the Indenture Trustee shall be fully empowered to act and shall be fully protected from all liability in acting upon any document purporting to be a Debenture and believed by the Indenture Trustee to be genuine;

(j) the Indenture Trustee shall not be responsible for any error made or act done by it resulting from reliance upon the signature of any Person on behalf of the Corporation or of any Person on whose signature the Indenture Trustee may be called upon to act or refrain from acting under this Indenture; and

(k) no duty shall rest with the Indenture Trustee to determine compliance of the transferor or transferee of Debentures with Applicable Securities Laws. The Indenture Trustee shall be entitled to assume that all such transfers are legal and proper.

12.13 Additional Representations and Warranties of Indenture Trustee

The Indenture Trustee represents and warrants to the Corporation that:

(a) the Indenture Trustee is a trust company validly existing under the laws of Canada;

(b) the Indenture Trustee has full power, authority and right to execute and deliver and perform its obligations under this Indenture, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; and

(c) this Indenture has been duly executed and delivered by the Indenture Trustee.

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12.14 Third Party Interests

The Corporation hereby represents to the Indenture Trustee that any account to be opened by, or interest to held by, the Indenture Trustee in connection with this Indenture for or to the credit of the Corporation, either: (a) is not intended to be used by or on behalf of any third party; or (b) is intended to be used by or on behalf of a third party, in which case the Corporation agrees to complete and execute forthwith a declaration in the Indenture Trustee’s prescribed form as to the particulars of such third party.

12.15 Indenture Trustee Not Bound to Act

The Indenture Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Indenture Trustee, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Indenture Trustee, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days’ written notice to the Corporation provided: (a) that the Indenture Trustee’s written notice shall describe the circumstances of such non-compliance; and (b) that if such circumstances are rectified to the Indenture Trustee’s satisfaction within such 10 day period, then such resignation shall not be effective.

12.16 Compliance with Privacy Laws

The parties acknowledge that federal and/or provincial legislation that addresses the protection of individuals’ personal information (collectively, the “Privacy Laws”) applies to obligations and activities under this Indenture. Despite any other provision of this Indenture, neither party shall take or direct any action that would contravene, or cause the other to contravene, applicable Privacy Laws. The Corporation shall, prior to transferring or causing to be transferred personal information to the Indenture Trustee, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or shall have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws. The Indenture Trustee shall use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws. Specifically, the Indenture Trustee agrees: (a) to have a designated chief privacy officer; (b) to maintain policies and procedures to protect personal information and to receive and respond to any privacy complaint or inquiry; (c) to use personal information solely for the purposes of providing its services under or ancillary to this Indenture and not to use it for any other purpose except with the consent of or direction from the Corporation or the individual involved; (d) not to sell or otherwise improperly disclose personal information to any third party; and (e) to employ administrative, physical and technological safeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access, use or modification.

Article 13
MEETINGS OF DEBENTUREHOLDERS

13.1 Purposes for Which Meetings May be Called

A meeting of Debentureholders may be called at any time and from time to time pursuant to this Article to make, give or take any Act provided by this Indenture to be made, given or taken by Debentureholders.

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13.2 Call, Notice and Place of Meetings

(a) The Indenture Trustee may at any time and from time to time, and shall, on receipt of a Written Request of the Corporation or a requisition in writing made by one or more Holders holding individually or in the aggregate at least 5% in principal amount of the then Outstanding Debentures and upon being indemnified and funded to its reasonable satisfaction by the Corporation or upon being funded and indemnified to its reasonable satisfaction by the Holders making such requisition, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting, call a meeting of Debentureholders for any purpose specified in section 13.1, to be held at such time and at such place in the City of Toronto, Province of Ontario, as the Indenture Trustee shall determine. Notice of every meeting of Debentureholders, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in section 16.2, not less than 21 or more than 60 days prior to the date fixed for the meeting.

(b) If at any time the Corporation pursuant to a Board Resolution, or one or more Holders holding individually or in the aggregate at least 5% in principal amount of the then Outstanding Debentures shall have requested the Indenture Trustee to call a meeting of the Debentureholders for any purpose specified in section 13.1, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Indenture Trustee shall not have made the first publication, or mailing, as the case may be, of the notice of such meeting within 30 days after receipt of such request, funding and indemnity or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Corporation or the Debentureholder or Debentureholders in the amount above specified, as the case may be, may determine the time and the place in the City of Toronto, Province of Ontario, for such meeting and may call such meeting for such purposes by giving notice thereof as provided in section 13.2(a).

13.3 Proxies

A Debentureholder may be present and vote at any meeting of Debentureholders by an authorized representative. The Corporation (in case it makes a Written Request for the meeting or convenes the meeting) or the Indenture Trustee (in any other case) may, from time to time, make and vary regulations as it shall think fit providing for and governing any or all the following matters for the purpose of enabling the Debentureholders to vote at any such meeting by proxy:

(a) the form of the instrument appointing a proxy, which shall be in writing, and the manner in which the same shall be executed and the production of the authority of any person signing on behalf of a Debentureholder;

(b) the deposit of instruments appointing proxies at such place as the Indenture Trustee, the Corporation or the Debentureholder convening the meeting, as the case may be, may in the notice convening the meeting, direct and the time, if before the holding of the meeting or any adjournment thereof by which the same must be deposited; and

(c) the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, faxed, or sent by other electronic communication before the meeting to the Corporation or to the Indenture Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting.

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13.4 Persons Entitled to Vote at Meetings

To be entitled to vote at any meeting of Debentureholders, a Person shall be: (a) a Holder of one or more Outstanding Debentures; or (b) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Debentures by such Holder or Holders. The only persons who shall be entitled to be present or to speak at any meeting of Debentureholders shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Indenture Trustee and its Counsel and any representatives of the Corporation and its Counsel.

13.5 Quorum; Action

(a) Persons entitled to vote 25% in principal amount of Outstanding Debentures shall constitute a quorum for a meeting of Debentureholders. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Debentureholders, be dissolved. In the absence of a quorum in any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, the Debentureholders present or represented at such adjourned meeting shall constitute the quorum and the business for which the meeting was adjourned may be transacted. Notice of the reconvening of any adjourned meeting shall be given as provided in section 13.2(a), except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened.

(b) Except as limited by section 17.1(b), any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative vote of Holders of a majority in principal amount of the Debentures present or represented by proxy at such meeting or adjourned meeting; provided, however, that, except as limited by section 17.1(b), any resolution with respect to any Act that this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of Outstanding Debentures may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of Outstanding Debentures.

(c) Any resolution passed or decision taken at any meeting of Debentureholders duly held in accordance with this section 13.1 will be binding on all Debentureholders, whether or not present or represented at the meeting.

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13.6 Determination of Voting Rights; Chairman; Conduct and Adjournment of Meetings

(a) Notwithstanding any other provisions of this Indenture, the Indenture Trustee or the Corporation, with the approval of the Indenture Trustee, may make, and from time to time may vary, such reasonable regulations as it may deem advisable for any meeting of Debentureholders in regard to proof of the holding of Debentures and the appointment of proxies and in regard to the appointment and duties of scrutineers of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted by any such regulations, the holding of Debentures shall be proved in the manner specified in section 1.12 and the appointment of any proxy shall be proved in the manner specified in section 1.12. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in section 1.12 or other proof.

(b) The Indenture Trustee shall, by an instrument in writing, appoint a chairman and secretary of the meeting, unless the meeting shall have been called by the Corporation or by a Debentureholder or Debentureholders as provided in section 13.2(b), in which case the Corporation or the Debentureholder or Debentureholders calling the meeting, as the case may be, shall in like manner appoint a chairman and secretary.

(c) At any meeting of Debentureholders, each Holder of a Debenture or proxy shall be entitled to one vote for each $1,000 principal amount of Debentures held or represented by such Holder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Debenture or proxy.

(d) Any meeting of Debentureholders duly called pursuant to section 13.2(b) at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of Outstanding Debentures represented at the meeting; and the meeting may be held as so adjourned without further notice.

13.7 Counting Votes and Recording Action of Meetings

The vote upon any resolution submitted to any meeting of Debentureholders shall be by written ballots on which shall be inscribed the signatures of the Debentureholders or of their representatives by proxy and the principal amounts and serial numbers of Outstanding Debentures held or represented by them. The chairman of the meeting shall appoint two scrutineers of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in triplicate of all votes cast at the meeting. A record, at least in triplicate, of the proceedings of each meeting of Debentureholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the scrutineers of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in section 13.2 and, if applicable, section 13.5. Each copy shall be signed and verified by the affidavits of the chairman and secretary of the meeting and one such copy shall be delivered to the Corporation, and another to the Indenture Trustee to be preserved by the Indenture Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

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13.8 Instruments in Writing

All actions which may be taken and all powers which may be exercised by the Holders at a meeting held as hereinbefore in this Article 13 may also be taken and exercised (a) by the Holders of a majority in principal amount of Outstanding Debentures by an instrument in writing signed in one or more counterparts by such Holders or their duly appointed proxies or agents with respect to resolutions which are not Extraordinary Resolutions, and (b) by the Holders of not less than 66⅔% in principal amount of Outstanding Debentures by an instrument in writing signed in one or more counterparts by such Holders or their duly appointed proxies or agents with respect to resolutions which are Extraordinary Resolutions and the expression “Extraordinary Resolution” when used in this Indenture shall include an instrument so signed.

13.9 Holdings by the Corporation Disregarded

In determining whether Holders holding Debentures evidencing the required number of Debentures are present at a meeting of Holders for the purpose of determining a quorum or for the purpose of determining whether Holders have concurred in any consent, waiver, resolution or other action under this Indenture, the Debentures owned legally or beneficially by the Corporation shall be disregarded.

13.10 Powers Cumulative

Any one or more powers in this Indenture stated to be exercisable by the Holders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers from time to time shall not be deemed to exhaust the rights of the Holders to exercise the same or any such power or powers thereafter from time to time.

13.11 No Consent

Notwithstanding anything to the contrary contained herein but subject to compliance by the Corporation with Article 14 hereof to the extent required therein, no consent, waiver, resolution or other action of the Debentureholders will be required in connection with a reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale, conveyance, liquidation, dissolution or winding-up of the Corporation and the Debentureholders will have no voting or other approval rights with respect to any such transaction.

Article 14
AMALGAMATION, CONSOLIDATION, CONVEYANCE,
TRANSFER OR LEASE

14.1 Amalgamation and Consolidations of Corporation and Conveyances Permitted Subject to Certain Conditions

The Corporation will not consolidate or amalgamate with any other corporation (other than with a directly or indirectly wholly-owned Subsidiary of the Corporation) or enter into any reorganization with another Person (other than with a directly or indirectly wholly-owned Subsidiary of the Corporation) or effect any conveyance, sale, transfer or lease of all or substantially all of its assets to another Person (other than to a directly or indirectly wholly-owned Subsidiary of the Corporation), unless in any such case:

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(a) either the Corporation shall be the continuing corporation, or the successor corporation (or the Person that leases or that acquires by conveyance, sale or transfer all or substantially all of the Corporation’s assets) (such corporation or Person being referred to as the “Successor Corporation”) is a corporation organized or existing under the laws of Canada or any province or territory thereof or the laws of any state of the United States and shall expressly assume the due and punctual payment of the principal of, the premium, if any, and interest on all Outstanding Debentures, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Corporation by supplemental indenture satisfactory to the Indenture Trustee, executed and delivered to the Indenture Trustee by such Successor Corporation;

(b) the Debentures will be valid and binding obligations of the Successor Corporation entitling the Holders thereof, as against the Successor Corporation, to all the rights of Debentureholders under this Indenture;

(c) after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and

(d) in the case of a Successor Corporation constituted or organized under the laws of a province, territory, state or jurisdiction other than the laws of the Province of Ontario, such Successor Corporation shall attorn to the jurisdiction of the courts of the Province of Ontario in the event of any dispute, conflict or litigation relating to, arising out of or based on this Indenture or the Debentures.

14.2 Rights and Duties of Successor Corporation

(a) In case of any such consolidation, amalgamation, reorganization, conveyance, sale, transfer or lease and upon any such assumption by the Successor Corporation, such Successor Corporation shall agree to be bound by the terms of this Indenture, with the same effect as if it had been named herein as a principal obligor. Such Successor Corporation thereupon may cause to be signed, and may issue in its own name, any or all Debentures which theretofore shall not have been signed by the Corporation and delivered to the Indenture Trustee. All Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures have been issued at the date of the execution hereof.

(b) In the case of any such consolidation, amalgamation, reorganization, arrangement, conveyance, sale, transfer or lease, such changes in phraseology and form (but not in substance) may be made in Debentures thereafter to be issued as may be appropriate.

14.3 Officer’s Certificate and Opinion of Counsel

The Indenture Trustee must receive an Officer’s Certificate (as to factual matters) and an Opinion of Counsel (as to legal matters) as conclusive evidence that any such consolidation, amalgamation, reorganization, lease, transfer, sale or conveyance, and any such assumption, comply with the provisions of this Article 14.

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Article 15
COMPULSORY ACQUISITION

15.1 Definitions

In this Article:

(a) “Associate” shall have the meaning set forth in the Securities Act (Ontario);

(b) “Dissenting Debentureholders” means a Debentureholder who does not accept an Offer referred to in section 15.2 and includes any assignee of the Debenture of the Debentureholder who did not accept the Offer, whether or not such assignee is recognized under this Indenture;

(c) “Offer” means an offer to acquire outstanding Debentures where, as of the date of the offer to acquire, the Debentures that are subject to the offer to acquire, together with the Offerer’s Debentures, constitute in the aggregate 20% or more of the principal amount of the Outstanding Debentures;

(d) “offer to acquire” includes an acceptance of an offer to sell;

(e) “Offerer” means a Person, or two or more Persons acting jointly or in concert, who make an Offer to acquire Debentures;

(f) “Offerer’s Notice” means the notice described in section 15.3; and

(g) “Offerer’s Debentures” means Debentures beneficially owned, or over which control or direction is exercised, on the date of an Offer by the Offerer, any Affiliate or Associate of the Offerer or any Person or company acting jointly or in concert with the Offerer.

15.2 Offer for Debentures

If an Offer for all of the Outstanding Debentures (other than Debentures held by or on behalf of the Offerer or an Affiliate or Associate of the Offerer) is made and:

(a) within the time provided in the Offer for its acceptance or within 45 days after the date the Offer is made, whichever period is the shorter, the Offer is accepted by Debentureholders holding at least 90% of the principal amount of the Outstanding Debentures, other than the Offerer’s Debentures;

(b) the Offerer has taken up and paid for the Debentures of the Debentureholders who accepted the Offer; and

(c) the Offerer complies with sections 15.3 and 15.5;

the Offerer is entitled to acquire, and the Dissenting Debentureholders are required to sell to the Offerer, the Debentures held by the Dissenting Debentureholders for the same consideration per Debenture payable or paid, as the case may be, under the Offer.

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15.3 Offerer’s Notice to Dissenting Debentureholders

Where an Offerer is entitled to acquire Debentures held by Dissenting Debentureholders pursuant to section 15.2 and the Offerer wishes to exercise such right, the Offerer shall send by registered mail within 30 days after the date of termination of the Offer a notice (the “Offerer’s Notice”) to each Dissenting Debentureholder stating that:

(a) Debentureholders holding at least 90% of the principal amount of the Outstanding Debentures, other than Offerer’s Debentures, have accepted the Offer;

(b) the Offerer is bound to take up and pay for, or has taken up and paid for, the Debentures of the Debentureholders who accepted the Offer;

(c) Dissenting Debentureholders must transfer their respective Debentures to the Offerer on the terms on which the Offerer acquired the Debentures of the Debentureholders who accepted the Offer within 21 days after the date of the sending of the Offerer’s Notice; and

(d) Dissenting Debentureholders must send their respective Debenture certificate(s) to the Indenture Trustee or such other documents as the Indenture Trustee or such other Person may require in lieu thereof within 21 days after the date of the sending of the Offerer’s Notice.

15.4 Delivery of Debenture Certificates

A Dissenting Debentureholder to whom an Offerer’s Notice is sent pursuant to section 15.3 shall, within 21 days after the sending of the Offerer’s Notice, send his Debenture certificate(s) to the Indenture Trustee duly endorsed for transfer or such other documents as the Indenture Trustee or such other Person may require in lieu thereof.

15.5 Payment of Consideration to Indenture Trustee

Within 21 days after the Offerer sends an Offerer’s Notice pursuant to section 15.3, the Offerer shall pay or transfer to the Indenture Trustee, or to such other Person as the Indenture Trustee may direct, the cash or other consideration that is payable to Dissenting Debentureholders pursuant to section 15.2. The acquisition by the Offerer of all Debentures held by all Dissenting Debentureholders shall be effective as of the time of such payment or transfer.

15.6 Consideration to be held in Trust

The Indenture Trustee, or the Person directed by the Indenture Trustee, shall hold in trust for the Dissenting Debentureholders the cash or other consideration they or it receives under section 15.5. The Indenture Trustee, or such Persons, shall deposit cash in a separate account in a Canadian chartered bank, or other body corporate, any of whose deposits are insured by the Canada Deposit Insurance Corporation, and shall place other consideration in the custody of a Canadian chartered bank or such other body corporate.

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15.7 Completion of Transfer of Debentures to Offerer

Within 30 days after the date of the sending of an Offerer’s Notice pursuant to section 15.3, the Indenture Trustee, if the Offerer has complied with section 15.5, shall:

(a) do all acts and things and execute and cause to be executed all instruments as in the Indenture Trustee’s opinion (relying on an Opinion of Counsel) may be necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders to the Offerer;

(b) send to each Dissenting Debentureholder who has complied with section 15.4 the consideration to which such Dissenting Debentureholder is entitled under this Article 15; and

(c) send to each Dissenting Debentureholder who has not complied with section 15.4 a notice (such notice to be provided by the Offerer) stating that:

(i) his Debentures have been transferred to the Offerer;

(ii) the Indenture Trustee or some other Person designated in such notice are holding in trust the consideration for such Debentures; and

(iii) the Indenture Trustee, or such other Person, will send the consideration to such Dissenting Debentureholder as soon as possible after receiving such Dissenting Debentureholder’s Debenture certificate(s) or such other documents as the Indenture Trustee or such other Person may require in lieu thereof;

and the Indenture Trustee is hereby appointed the agent and attorney of the Dissenting Debentureholders for the purposes of giving effect to the foregoing provisions.

15.8 Communication of Offer to the Corporation

An Offerer cannot make an Offer for Debentures unless, concurrent with the communication of the Offer to any Debentureholder, a copy of the Offer is provided to the Corporation and the Indenture Trustee.

Article 16
NOTICES

16.1 Notice to Corporation

Any Notice to the Corporation shall be in writing and shall be valid and effective if delivered, sent by facsimile transmission (with receipt confirmed), or mailed to the Corporation, at:

DHX Media Ltd.
1478 Queen Street
Halifax, Nova Scotia
B3J 2H7

Attention:	Mark Gosine
Facsimile No.:	902-422-0752

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and such Notice shall be deemed to have been received by the Corporation, where given by delivery, on the day of delivery, where sent by facsimile transmission (with receipt confirmed), on the day of transmittal of such Notice if sent before 5:00 p.m. on a Business Day and on the next succeeding Business Day if not sent before 5:00 p.m. on a Business Day, and, where mailed, on the fifth Business Day following the mailing date, but only if sent by first class mail from a destination within Canada, or only airmail, postage prepaid, if sent from a destination outside Canada. The Corporation may from time to time notify the Indenture Trustee of a change in address or facsimile number by Notice given as provided in section 16.3.

16.2 Notice to Holders

(a) Any Notice to Debentureholders may be effectively given if delivered, sent by facsimile transmission (with receipt confirmed), or mailed, in each case to the post office address appearing in the relevant register and such Notice shall be deemed to have been received by a Holder, where given by delivery, on the day of delivery, where sent by facsimile transmission (with receipt confirmed) on the day of transmittal of such Notice if sent before 5:00 p.m. on a Business Day, and, where mailed, on the fifth Business Day following the mailing date, but only if sent by first class mail to a destination within Canada, or only by airmail, postage prepaid, if sent to a destination outside Canada.

(b) If the regular mail service is suspended or for any other reason it shall be impracticable to give Notice to Debentureholders by mail, then such notification to Debentureholders may be given by the publication of the Notice once in a daily newspaper with national circulation in Canada or in any other manner approved by the Indenture Trustee, and it shall constitute sufficient Notice to such Holders for every purpose hereunder. In any case where Notice to Debentureholders is given by mail, neither the failure to mail such Notice nor any defect in any Notice so mailed to any particular Holder shall affect the sufficiency of such Notice with respect to other Debentureholders.

(c) Any Notice sent to the Debentureholders as provided above shall be effective notwithstanding that any such Notice has accidentally or inadvertently not been delivered or mailed to one or more such Holders.

16.3 Notice to Indenture Trustee

Any Notice to the Indenture Trustee shall be in writing and shall be valid and effective if delivered, sent by facsimile transmission (with receipt confirmed), or mailed to the Indenture Trustee, at:

Computershare Trust Company of Canada
1500 Robert-Bourassa Blvd., 7^th Floor

Montreal, Quebec

H3A 3S8

Attention:	General Manager, Corporate Trust
Facsimile No.:	514-982-7677

and such Notice shall be deemed to have been received by the Indenture Trustee, where given by delivery, on the day of delivery, where sent by facsimile transmission (with receipt confirmed), on the day of transmittal of such Notice if sent before 5:00 p.m. on a Business Day and on the next succeeding Business Day if not sent before 5:00 p.m. on a Business Day, and, where mailed, on the fifth Business Day following the mailing date, but only if sent by first class mail from a destination within Canada, or only by airmail, postage prepaid, if sent from a destination outside Canada. The Indenture Trustee may from time to time notify the Corporation of a change in address or facsimile number by Notice given as provided in section 16.1.

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Article 17
SUPPLEMENTAL INDENTURES AND AMENDMENTS

17.1 Supplemental Indentures

(a) Without the consent of any Holders, the Corporation, when authorized by a Board Resolution, and the Indenture Trustee may, subject to the provisions of this Indenture, and the Indenture Trustee shall, upon the receipt of a Written Request or when so directed by this Indenture, make, execute, acknowledge and deliver deeds or indentures supplemental to this Indenture (each such deed or indenture a “Supplemental Indenture”) for any one or more of the following purposes:

(i) adding to the covenants of the Corporation contained in this Indenture for the benefit of the Holders or surrendering any right or power herein conferred upon the Corporation;

(ii) changing or eliminating any restrictions on the payment of principal or the premium, if any, of Debentures provided that Counsel to the Indenture Trustee shall be of the opinion that such provisions do not in the aggregate adversely affect the interests of the Holders;

(iii) giving effect to any Extraordinary Resolution in accordance with this Indenture;

(iv) making such provisions, not substantially inconsistent with this Indenture, as may be necessary or desirable with respect to matters arising under this Indenture which, in the opinion of the Indenture Trustee, are expedient to make; provided that the Indenture Trustee or Counsel to the Indenture Trustee shall be of the opinion that such provisions do not in the aggregate adversely affect the interests of the Holders or the Indenture Trustee;

(v) without limiting Article 14, evidencing the succession, or successive successions, of any Successor Corporation to the Corporation and the covenants and obligations of the Corporation under this Indenture assumed by any such Successor Corporation in accordance with the terms of this Indenture;

(vi) providing for altering this Indenture in respect of the exchange or transfer of Debentures, provided that any such action shall not adversely affect the interests of the Debentureholders;

(vii) making any addition to, or modification, amendment or elimination of any of the terms of, this Indenture which, in the Opinion of Counsel, is necessary or advisable in order to incorporate, reflect or comply with any Applicable Law or requirement of any Governmental Authority, the provisions of which apply to the Corporation, the Indenture Trustee or this Indenture, provided that any such addition to, or modification, amendment or elimination of terms of, this Indenture does not adversely affect the interests of the Holders;

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(viii) making any changes or corrections in this Indenture which Counsel to the Corporation shall have advised the Corporation and the Indenture Trustee are non-substantive corrections or changes or are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or any clerical omission or mistake or manifest error contained in this Indenture or in any deed, or indenture supplemental hereto or thereto;

(ix) evidencing and providing for the acceptance of appointment hereunder by a successor trustee with respect to the Debentures, and adding to or changing any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee; and

(x) any other purposes considered appropriate by the Indenture Trustee which, in the opinion of the Indenture Trustee (relying on an Opinion of Counsel), do not in the aggregate adversely affect the interests of the Holders.

(b) With the consent of the Holders of not less than a majority in principal amount of Outstanding Debentures, by Act of Holders delivered to the Corporation and the Indenture Trustee, the Corporation, when authorized by a Board Resolution, and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the said Holders under this Indenture of such Debentures provided, however, that no such Supplemental Indenture shall be entered into by the Indenture Trustee in connection with the following, without an Extraordinary Resolution passed by the Debentureholders:

(i) change the Stated Maturity of the principal of, or any instalment of interest on, any Debenture, or reduce the principal amount thereof or the interest thereon or any premium payable in respect thereof, or change the currency in which any Debenture or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);

(ii) reduce the percentage in principal amount of the Outstanding Debentures, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, or reduce the requirements of section 13.5 for quorum or sections 13.6(a) to 13.6(d) for voting;

(iii) change the Conversion Price or the method of calculating the number of Make-Whole Premium Shares issuable in the event of a Cash Change of Control under this Indenture; or

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(iv) modify any of the provisions of this section 17.1, or section 10.3(a), except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Debentureholders expressed by Extraordinary Resolution.

(c) It shall not be necessary for any Act of Holders under section 17.1(b) to approve the particular form of any proposed Supplemental Indenture, but it shall be sufficient if such Act of Holders shall approve the substance thereof.

(d) The obligations, responsibilities, functions, immunities and remuneration of the Indenture Trustee cannot be changed by supplemental indenture, amendment or any other method without the express written permission and assent of the Indenture Trustee to any such change.

17.2 Execution of Supplemental Indentures

In executing, or accepting the additional trusts created by, any Supplemental Indenture permitted by this Article 17 or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and subject to section 12.1, shall be fully protected in acting and relying upon, an Opinion of Counsel stating that the execution of such Supplemental Indenture is authorized or permitted by this Indenture, is a valid and binding obligation of the Corporation, enforceable in accordance with its terms, subject to enforceability being limited by bankruptcy, insolvency or other laws affecting the enforcement of creditor’s rights generally and equitable remedies including the remedies of specific performance and injunction being granted only in the discretion of a court of competent jurisdiction and, in connection with a Supplemental Indenture executed pursuant to this section 17.2, that the Indenture Trustee is authorized to execute and deliver such Supplemental Indenture without the consent of the Holders and, in connection with a Supplemental Indenture executed pursuant to section 17.1(b), that the requisite consents of the Holders have been validly obtained in accordance with section 17.1(b) hereof. The Indenture Trustee may, but shall not be obligated to, enter into any such Supplemental Indenture that affects the Indenture Trustee’s own rights, duties or immunities under this Indenture or otherwise.

17.3 Effect of Supplemental Indentures

Upon the execution of any Supplemental Indenture under this Article 17, this Indenture shall be modified in accordance therewith, and such Supplemental Indenture shall form a part of this Indenture for all purposes, unless otherwise so specified; and every Debenture theretofore or thereafter certified and delivered under this Indenture shall be bound by the Supplemental Indenture.

17.4 Reference in Debentures to Supplemental Indentures

Debentures certified and delivered after the execution of any Supplemental Indenture pursuant to this Article 17 may, and shall if required by the Indenture Trustee, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such Supplemental Indenture. If the Corporation shall so determine, new Debentures so modified as to conform, to any such Supplemental Indenture may be prepared and executed by the Corporation and certified and delivered by the Indenture Trustee in exchange for Outstanding Debentures.

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17.5 Prior Approval of Recognized Stock Exchange

Notwithstanding anything to the contrary in this Indenture, no supplement or amendment to the terms of the Debentures or to this Indenture may be made without the prior consent of a Recognized Stock Exchange, if required.

Article 18
MISCELLANEOUS PROVISIONS

18.1 Acceptance of Trusts

The Corporation and the Indenture Trustee hereby specifically acknowledge and agree that the Indenture Trustee is acting hereunder in its capacity as the Person holding the power of attorney of the Holders for the purposes of this Indenture and in conformity with and subject to the terms and conditions of this Indenture. Each Holder, by its acceptance of a Debenture, accepts and confirms the appointment of the Indenture Trustee as the Person holding the power of attorney of such Holder for the purposes of this Indenture and in conformity with and subject to the terms and conditions of this Indenture.

18.2 Protection of Indenture Trustee

The Indenture Trustee shall not be obligated under any circumstances whatsoever in the fulfilment of any of the circumstances and obligations hereunder, to expend or risk its funds or otherwise incur financial liability.

18.3 Force Majeure

No party shall be liable to the other, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this section 18.3.

18.4 Counterparts and Formal Date

This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of which shall together constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear a date as of the date hereof.

[Execution on next page]

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested by their duly authorized officers, as of the day and year first above written.

DHX MEDIA LTD.
Per:	/s/ Mark G. Gosine
	Name:	Mark G. Gosine
	Title:	Executive VP, Legal Affairs, General Counsel and Corporate Secretary

COMPUTERSHARE TRUST COMPANY OF CANADA
Per:	/s/ Nicolas Richard
	Name:	Nicolas Richard
	Title:	Gestionnaire fiduciaire Corporate Trust Officer
Per:	/s/ Adam Baxter
	Name:	Adam Baxter
	Title:	Gestionnaire fiduciaire Corporate Trust Officer

Schedule A
Form of Debenture

	CUSIP 252406AD5
No. l	ISIN CA252406AD53

DHX MEDIA LTD.

(A corporation incorporated pursuant to the federal laws of Canada)

5.875% Convertible Unsecured Subordinated Debentures

Date of Issue: l, 2017

Registered Holder: l

[For the purposes of a Global Debenture only:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO DHX MEDIA LTD. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR TO SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.]

DHX Media Ltd. (the “Corporation” or the “Issuer”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Debenture Indenture (the “Indenture”) dated as of May 31, 2017 among the Corporation and Computershare Trust Company of Canada (the “Indenture Trustee”), promises to pay to the registered holder hereof on September 30, 2024 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of l Dollars ($ l) in lawful money of Canada on presentation and surrender of this Debenture at the main branch of the Indenture Trustee in Toronto, Ontario in accordance with the terms of the Indenture.

Except with respect to the first interest payment, the Debentures shall bear interest at the rate of 5.875% per annum from the most recent Interest Payment Date (as defined below) to which interest has been paid or made available for payment on the Debentures then outstanding, and such interest shall be paid in like money in equal semi-annual instalments of $29.375 per $1,000 principal amount in arrears on the last day of March and Septemberin each year (each such date an “Interest Payment Date”) commencing September 30, 2017 with overdue interest, if any, at the same rate after as well as before maturity and after as well as before default in payment of principal or interest. The firstinterest payment will represent accrued interest from May 31, 2017 to but excluding September 30, 2017 and will be paid at the rate of $19.637 per $1,000 principal amount.

As interest on this Debenture becomes due, the Corporation (subject to redemption, repurchase or conversion pursuant to the terms of the Indenture) shall deliver to the Indenture Trustee, which shall forward or cause to be forwarded by prepaid post to the registered address of the registered Holder of the Debenture for the time being, or in the case of joint Holders to the registered address of one of such joint Holders, or in accordance with the procedures established by CDS if this is a Book-Entry Only Debenture, a cheque or electronic funds transfer for such interest, payable to the order of such Holder or Holders. The forwarding of such cheque or electronic funds transfer shall satisfy and discharge the liability for interest on this Debenture to the extent of the sum represented thereby, unless such cheque, if any, be not paid on presentation.

This Debenture is one of the 5.875% Convertible Unsecured Subordinated Debentures (the “Debentures”) in the aggregate principal amount of up to $140,000,000 in lawful money of Canada created and issued under the Indenture. Reference is hereby made to the Indenture for a description of the rights of the Holders of the Debentures, the Corporation and the Indenture Trustee and of the terms and conditions upon which the Debentures are issued and held, all to the same effect as if the provisions of the Indenture were herein set forth, to all of which provisions the Holder of this Debenture, by acceptance hereof, agrees. To the extent that the terms and conditions stated in this Debenture conflict with the terms and conditions of the Indenture, the latter shall prevail. All capitalized terms used herein have the meaning ascribed thereto in the Indenture unless otherwise indicated.

The Debentures are issuable as fully registered Debentures in denominations of $1,000 and integral multiples of $1,000. The Debentures of any authorized denomination may be exchanged, as provided in the Indenture, for Debentures in equal aggregate principal amount.

This Debenture and all other Debentures certified and issued under the Indenture rank pari passu with one another, in accordance to their tenor without discrimination, preference or priority and subordinate to all Senior Indebtedness. The payment of the principal, premium, if any, and interest on the Debentures is subordinated in the right of payment to the prior payment in full of all Senior Indebtedness to the extent provided in the Indenture. The Indenture does not contain any financial covenants or restrictions on the Corporation’s ability to pay dividends, Incur Indebtedness (including Senior Indebtedness) or issue or repurchase securities.

Subject to receiving all applicable regulatory approvals, the Corporation has the right, upon not less than 30 days’ and not more than 60 days’ prior notice, to elect to satisfy its obligations to repay the principal amount of the Outstanding Debentures on the Maturity Date or upon redemption for any reason by issuing and delivering, for each $1,000 principal amount of Debentures, that number of Freely Tradeable Voting Shares equal to the number obtained by dividing such principal amount of Debentures by 95% of the Current Market Price on the Maturity Date or the Redemption Date, provided, however, that no Event of Default shall have occurred and be continuing. No fractional Voting Shares will be delivered to the Debentureholders, but in lieu thereof, if such a fraction shall become owing, the Corporation will make an equivalent cash payment. Holders of Debentures who are Canadian and who deliver a completed Canadian Status Declaration in the form attached to the Indenture as Schedule E prior to the Maturity Date or Redemption Date, as applicable, will receive Common Voting Shares, and holders who are not Canadian, or who do not deliver a completed Canadian Status Declaration in the form attached to the Indenture as Schedule E prior to the Maturity Date or Redemption Date, as applicable, will receive Variable Voting Shares.

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Subject to the Closing of the Registers provided in section 2.20 of the Indenture, each $1,000 principal amount of Debentures is convertible at any time and from time to time after the Issue Date and prior to the close of business on (i) the Business Day immediately preceding Maturity, (ii) if called for redemption, the Business Day immediately preceding the Redemption Date, or (iii) if called for repurchase, the Business Day immediately preceding the Payment Date, at the option of the Holder, into that number of Voting Shares obtained by dividing $1,000 by the conversion price of $8.00 per Voting Share, subject to adjustment upon the occurrence of certain events specified in the Indenture. The Corporation shall have the right to settle the conversion in cash, in whole or in part, unless the Holder expressly indicates in the conversion notice that it does not wish to receive cash in lieu of Voting Shares. No fractional Voting Shares will be delivered to the Debentureholders upon conversion, but, in lieu thereof, if such a fraction shall become owing, the Corporation will make an equivalent cash payment. The accrued and unpaid interest on any Debentures so converted shall be paid in cash. Holders of Debentures who are Canadian and who deliver a completed Canadian Status Declaration in the form attached to the Indenture as Schedule E concurrently with such Holder's conversion notice will receive Common Voting Shares, and holders who are not Canadian will receive Variable Voting Shares upon any such conversion. Completing and delivering a Canadian Status Declaration is a condition of the conversion of the Debentures. Consequently, if no Canadian Status Declaration is completed and delivered to the Corporation together with the conversion notice then the conversion notice shall be null and void.

Upon the occurrence of an Event of Default in accordance with the Indenture, the Debentures will in certain circumstances become immediately due and payable, subject to the provisions for subordination.

Subject to the immediately following paragraph, the Debentures are not redeemable prior to September 30, 2020. The Corporation has the right at its option to redeem the Debentures, in whole at any time or in part from time to time, on or after September 30, 2020 on not more than 60 days’ and not less than 30 days’ prior written notice, at a redemption price equal to the principal amount of the Debentures to be redeemed, plus accrued and unpaid interest thereon, if any, up to but excluding the Redemption Date (the “Redemption Amount”), provided that the Current Market Price on the date on which the Redemption Notice is given exceeds 135% of the Conversion Price.

The Corporation must commence, within 30 days of the occurrence of a Change of Control, an Offer to Purchase for all Debentures then Outstanding. The Offer to Purchase shall be made at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to but excluding the Payment Date. The Corporation shall be required to accept for purchase and pay for all Debentures properly tendered on the Payment Date. If Holders of 90% or more of the aggregate principal amount of the Outstanding Debentures accept the Offer to Purchase, the Corporation shall have the right to elect to redeem the remaining Debentures at the same price.

In the event of a Change of Control in which 10% or more of the consideration for the Voting Shares in the transaction or transactions constituting a Change of Control consists of: (i) cash; (ii) equity securities, including trust units, limited partnership units or other participating securities of a trust, limited partnership or similar entity, that are not traded or intended to be traded immediately following such transactions on a stock exchange; or (iii) other property that is not traded or intended to be traded immediately following such transactions on a stock exchange (a “Cash Change of Control”), then, subject to regulatory approvals, during the period beginning 10 Trading Days before the anticipated date on which the Cash Change of Control becomes effective and ending 30 days after the Corporation delivers to the Indenture Trustee the Change of Control Notice and the Offer to Purchase, Holders of Debentures will be entitled to convert their Debentures at the Cash Change of Control Conversion Price.

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Any payments made by or on behalf of the Corporation under or with respect to the Debentures will be made free and clear of and without withholding or deduction for or on account of any Taxes, unless the Corporation or any other payor is required to withhold or deduct Taxes by Applicable Law or by the interpretation or administration thereof by the relevant Governmental Authority. If the Corporation is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Debentures, the Corporation will cause the Indenture Trustee to make such withholding or deduction and will remit the full amount withheld or deducted to the relevant Governmental Authority as and when required by Applicable Law.

Subject to receiving applicable regulatory approvals, the Corporation shall have the right to elect, from time to time, to satisfy all or part of an interest obligation through requests for bids to purchase Voting Shares delivered to investment banks, brokers or dealers identified by the Corporation in its absolute discretion, provided that no Event of Default has occurred and is continuing. Upon such election by the Corporation, the Indenture Trustee shall have the power to (i) accept delivery of Voting Shares from the Corporation and process the Voting Shares in accordance with the Voting Share Interest Payment Election Notice, (ii) facilitate settlement of sales of such Voting Shares, as the Corporation shall direct in its absolute discretion, through the investment banks, brokers or dealers identified by the Corporation in the Voting Share Interest Payment Election Notice, (iii) invest the proceeds of such sales on the direction of the Corporation in Canadian Government Obligations which mature prior to an applicable Interest Payment Date and/or use such proceeds, together with any proceeds from the sale of Voting Shares not invested as aforesaid, to satisfy the Interest Obligation in whole or in part in respect of which the Voting Share Interest Payment Election was made, and (iv) subject to the prior written consent of the Corporation, perform any other action necessarily incidental thereto. The amount received by a Holder in respect of the Interest Obligation will not be affected by whether or not the Corporation elects to satisfy the Interest Obligation pursuant to a Voting Share Interest Payment Election.

The Indenture contains provisions for the holding of meetings of Debentureholders and rendering certain resolutions passed at such meetings by, or by instruments in writing signed by, the Debentureholders which will be binding upon all Debentureholders, subject to the provisions of the Indenture.

This Debenture, if in the form of a Definitive Debenture, may only be transferred upon compliance with the conditions precedent in the Indenture on the register kept at the principal office of the Indenture Trustee and at such other place or places, if any, and/or by such other registrar or registrars, if any, as the Corporation with the approval of the Indenture Trustee may designate, and may be exchanged at any such place, by the Holder hereof or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Indenture Trustee, and upon compliance with such reasonable requirements as the Indenture Trustee and/or registrar may prescribe, and such transfer shall be duly noted thereon by the Indenture Trustee or other registrar.

This Debenture shall not become obligatory for any purpose until it shall have been certified by the Indenture Trustee for the time being under the Indenture.

This Debenture shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable thereto.

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The Holder of this Debenture, by receiving and holding same, hereby accepts and agrees to be bound by the terms, and to be entitled to the benefits of this Debenture and of the Indenture and confirms the appointment of the Indenture Trustee and of the acceptance of the Indenture, the whole in accordance with and subject to the respective provisions thereof.

IN WITNESS WHEREOF DHX Media Ltd. has caused this Debenture to be signed by its duly authorized officers.

DATED as of the ____ day of ____________, 2017.

DHX MEDIA LTD.
Per:
	Name:
	Title:

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TRUSTEE’S CERTIFICATE

This Debenture is one of the 5.875% Convertible Unsecured Subordinated Debentures due on the Maturity Date (within the meaning of the Indenture).

COMPUTERSHARE TRUST COMPANY OF CANADA, as Indenture Trustee
Per:
	Authorized Signatory

Date of Certification: ______________________________________

Exhibit “A”

[For the purposes of a Global Debenture only:]

TO THE GLOBAL DEBENTURE No. 001

5.875% Convertible Unsecured Subordinated Debentures

CUSIP: 252406AD5/ISIN: CA252406AD53

Principal Amount: $l

Authorization:

COMPUTERSHARE TRUST COMPANY OF CANADA, as indenture trustee
Per:
	Authorized Signatory

Date Amount of
Increase Amount of
Decrease New
Principal
Amount Authorization

FORM OF ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________________, whose address and social insurance number, if applicable, are set forth below, this Debenture (or $__________ principal amount hereof*) of DHX MEDIA LTD. (the “Corporation”) standing in the name(s) of the undersigned in the register maintained by the registrar appointed by the Corporation with respect to such Debenture and does hereby irrevocably authorize and direct the Indenture Trustee to transfer such Debenture in such register, with full power of substitution in the premises.

Dated:

Address of Transferee

(Street Address, City, Province and Postal Code)

Social Insurance Number of Transferee, if applicable:

*If less than the full principal amount of the within Debenture is to be transferred, indicate in the space provided above the principal amount (which must be $1,000 or an integral multiple thereof) to be transferred.

The signature(s) to this assignment must correspond with the name(s) as written upon the face of this Debenture in every particular without alteration or any change whatsoever. The signature(s) on this form must be guaranteed by one of the following methods:

Canada and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”.

Canada: A Signature Guarantee obtained from a major Canadian Schedule I chartered bank. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisses Populaires unless they are members of a Medallion Signature Guarantee Program.

Outside North America: For holders located outside North America, present the certificate(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.

The registered Holder of this Debenture is responsible for the payment of any documentary, stamp or other transfer Taxes that may be payable in respect of the transfer of this Debenture.

Signature of Guarantor:

Authorized Officer Signature of transferring registered Holder

Name of Institution

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Schedule B
Form of Redemption Notice

DHX MEDIA LTD.

5.875% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES

REDEMPTION NOTICE

To: Holders of 5.875% Convertible Unsecured Subordinated Debentures (the “Debentures”) of DHX Media Ltd. (the “Corporation”)

Note: All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated.

Notice is hereby given pursuant to section 3.4 of the Indenture dated as of May 31, 2017 (the “Indenture”) made between the Corporation and Computershare Trust Company of Canada, as trustee (the “Indenture Trustee”), that $l principal amount of Debentures Outstanding will be redeemed as of l (the “Redemption Date”), upon payment of a redemption amount of $l for each $1,000 principal amount of Debentures, being equal to the aggregate of (i) $1,000 and (ii) all accrued and unpaid interest thereon to but excluding the Redemption Date (collectively, the “Redemption Amount”).

The Redemption Amount will be payable upon presentation and surrender of the Debentures called for redemption at the following corporate trust office:

Computershare Trust Company of Canada
1500 Robert-Bourassa Blvd., 7^th Floor

Montreal, Quebec
H3A 3S8

Attention: General Manager, Corporate Trust

The interest upon the principal amount of Debentures called for redemption shall cease to be payable from and after the Redemption Date, unless payment of the Redemption Amount shall not be made on presentation for surrender of such Debentures at the above-mentioned corporate trust office on or after the Redemption Date.

Debentureholders are reminded that they have the right to convert their Debentures pursuant to Article 4 of the Indenture prior to the close of business on the Business Day immediately preceding the Redemption Date by duly completing the Conversion Notice and Canadian Status Declaration in the form attached to the Indenture as Schedule E and delivering same at the place of business of Computershare Trust Company of Canada indicated above.

[If payment of the Redemption Price is made in Voting Shares:

Pursuant to section 3.7 of the Indenture, the Corporation hereby irrevocably elects to satisfy its obligation to pay to Debentureholders the principal amount of the Debentures being redeemed by issuing and delivering to the Holders that number of Freely Tradeable Voting Shares obtained by dividing (i) the principal amount of the Debentures by (ii) 95% of the Current Market Price on the Redemption Date. Holders of Debentures who are Canadian and who deliver a completed Canadian Status Declaration in the form attached to the Indenture as Schedule E prior to the Redemption Date will receive Common Voting Shares, and Holders who are not Canadian, or who do not deliver a completed Canadian Status Declaration in the form attached to the Indenture as Schedule E prior to the Redemption Date, will receive Variable Voting Shares.

No fractional Voting Shares shall be delivered upon the exercise by the Corporation of the above-mentioned redemption right but, in lieu thereof, if such a fraction shall become owing, the Corporation shall pay the cash equivalent thereof determined on the basis of the Current Market Price of the Voting Shares on the Redemption Date.

In this connection, upon presentation and surrender of the Debentures for payment on the Redemption Date, the Corporation shall, on the Redemption Date, deliver or cause to be delivered to the Indenture Trustee for delivery to and on account of the Holders, the certificate(s) or other evidence of ownership representing the Voting Shares to which Holders are entitled, the certificate(s) or other evidence of ownership representing the principal amount of Debentures not being redeemed, if any, together with a cheque or wire transfer representing the accrued and unpaid interest, the principal amount of Debentures being redeemed in cash, if any, and the cash equivalent representing the value of fractional shares, if any.]

DATED: ____________

DHX MEDIA LTD.
Per:
	Name:
	Title:

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Schedule C
Form of Conversion Notice

TO: DHX Media Ltd.

1478 Queen Street
Halifax, Nova Scotia
B3J 2H7

Attention: Chief Executive Officer

Computershare Trust Company of Canada
1500 Robert-Bourassa Blvd., 7^th Floor

Montreal, Quebec

H3A 3S8

Attention: General Manager, Corporate Trust

Note: All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated.

Notice is hereby given pursuant to section 4.1 of the Indenture dated as of May 31, 2017 (the “Indenture”) made between DHX Media Ltd. (the “Corporation”) and Computershare Trust Company of Canada, as trustee (the “Indenture Trustee”) that the undersigned registered holder of 5.875% Convertible Unsecured Subordinated Debentures irrevocably elects to convert such Debentures (or $l principal amount thereof*) to Voting Shares in accordance with the terms of the Indenture referred to in such Debentures and tenders herewith the Debentures, a completed Canadian Status Declaration Form in the form attached to the Indenture as Schedule E, and, if applicable, directs that the Voting Shares of DHX Media Ltd. issuable upon such conversion be issued and delivered to the person indicated below. (If Voting Shares are to be issued in the name of a person other than the holder, all requisite transfer taxes must be tendered by the undersigned and a Canadian Status Declaration Form must be completed and delivered in respect of such other person). Holders who are Canadian as indicated on the completed Canadian Status Declaration will receive Common Voting Shares and holders who are not Canadian will receive Variable Voting Shares. Completing and delivering a Canadian Status Declaration is a condition of the conversion of the Debentures. Consequently, if no Canadian Status Declaration is completed and delivered to the Corporation together with this Conversion Notice then this Conversion Notice shall be null and void.

The undersigned registered holder of the within Debenture will accept cash in lieu of Voting Shares in respect of up to a maximum of $ ____________ (indicate $0 if you do not wish to receive any cash) of the principal amount being converted if the Corporation elects to pay cash.

Dated   (Signature of Registered Holder)

* If less than the full principal amount of the Debenture, indicate in the space provided below the principal amount (which must be $1,000 or integral multiples thereof) to be converted.

Principal amount to be converted $__________ (must be $1,000 or integral multiplies thereof)

Date of conversion: _________________________________ (which date shall not be earlier than the date of delivery or receipt by the Corporation and the Indenture Trustee of this Conversion Notice and shall not be later than the close of business on the Business Day immediately preceding the Maturity Date, or the Redemption Date, as the case may be).

(Print name in which Voting Shares are to be issued, delivered and registered)

Name:

(Address, City, Province and Postal Code)

Name of guarantor:

Authorized signature:

Note: If Voting Shares are to be issued in the name of a Person other than the Holder, the signature must be guaranteed by a Canadian Schedule I chartered bank or by a medallion signature guarantee from a member of a recognized medallion signature guarantee program.

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Schedule D
Form of Maturity Notice

DHX MEDIA LTD.

5.875% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES

MATURITY NOTICE

To: Holders of 5.875% Convertible Unsecured Subordinated Debentures (the “Debentures”) of DHX Media Ltd. (the “Corporation”)

Note: All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated.

Notice is hereby given pursuant to section 5.2 of the Indenture dated as of May 31, 2017, (the “Indenture”) made between the Corporation and Computershare Trust Company of Canada, as trustee (the “Indenture Trustee”), that the Debentures will become due and payable as of September 30, 2024 (the “Maturity Date”) and that each $1,000 principal amount of Debentures remains convertible, at the option of the holder thereof, into Voting Shares at the Conversion Price then in effect.

Pursuant to section 5.2 of the Indenture, the Corporation hereby advises the Debentureholders that it will deliver to Debentureholders who have not elected to convert their Debentures into Voting Shares prior to the Maturity Date that number of Freely Tradeable Voting Shares equal to the number obtained by dividing the principal amount of such Debentures by 95% of the Current Market Price of the Voting Shares on the Maturity Date. Holders of Debentures who are Canadian and who deliver a completed Canadian Status Declaration in the form attached to the Indenture as Schedule E prior to the Maturity Date will receive Common Voting Shares, and holders who are not Canadian, or who do not deliver a completed Canadian Status Declaration in the form attached to the Indenture as Schedule E prior to the Maturity Date, will receive Variable Voting Shares.

In the event that the Corporation elects to issue and deliver Voting Shares as aforesaid and upon presentation and surrender of the Debentures for payment on the Maturity Date, the Corporation shall, on the Maturity Date, deliver or cause to be delivered to the Indenture Trustee for delivery to and on account of the Holders, the certificate(s) or other evidence of ownership representing the Voting Shares to which Holders are entitled together with a cheque or wire transfer representing the accrued and unpaid interest, the principal amount of Debentures being repaid in cash, if any, and the cash equivalent representing the value of fractional shares, if any.

DATED: ________________

DHX MEDIA LTD.
Per:
	Authorized Signatory

Schedule E
Form of Canadian Status Declaration

DHX MEDIA LTD.

5.875% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES
(THE "DEBENTURES")

CANADIAN STATUS DECLARATION

INSTRUCTIONS

Upon request, a separate declaration is to be completed by the registered holder or his agent for his Debentures.

If the declarant is not also the registered holder and beneficial owner of the Debentures, the declarant must make reasonable inquiries of the holder, registered holder or beneficial owner, as the case may be, to confirm that the statements made in the declaration as they pertain to the registered holder and beneficial owner are true.

If the declarant is a corporation, partnership, association, trust or other organization, this declaration must be signed by a responsible officer or partner thereof or other duly authorized representative.

All statements set out in this declaration must be completed.

UNLESS OTHERWISE DEFINED, ALL CAPITALIZED TERMS ARE DEFINED IN THE DEBENTURE INDENTURE DATED MAY 31, 2017 TO WHICH THIS SCHEDULE “E” IS ATTACHED (THE "INDENTURE"). PLEASE REFER TO THE DEFINITIONS ATTACHED TO THIS DECLARATION AS APPENDIX “A” TO DETERMINE STATUS AS A CANADIAN OR A NON-CANADIAN.

TO: DHX MEDIA LTD. (“DHX”)

To facilitate compliance with the restrictions on ownership and control of, and exercise of voting rights attaching to, the shares of DHX pursuant to the Direction to the CRTC (Ineligibility of Non-Canadians), SOR-97-192 (the "Direction"), made pursuant to the Broadcasting Act (Canada) (the “Act”) and the Articles of Continuance of DHX and in connection with the issuance of Voting Shares as payment or partial payment of the principal amount of or upon conversion of:

$_____________ principal amount of Debentures

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I, l, of l,

HEREBY DECLARE THAT, within the meaning of the definitions contained in the Direction and the Articles of Continuance of DHX, as summarized on the reverse side hereof, as at the date hereof:

The registered holder of the Debentures is:

_______ a Canadian                 _______ a Non-Canadian

The beneficial owner of the Debentures is:

_______ a Canadian                 _______ a Non-Canadian

The Person controlling such Debentures is:

_______ a Canadian                 _______ a Non-Canadian

If I am not the registered holder of the Debentures, I have asked for and received the registered holder’s authority and advice to execute this declaration on his or her behalf.

This declaration is made, conscientiously believing it to be true and knowing that it is of the same force and effect as if made under oath and given by virtue of the Canada Evidence Act.

DECLARED THIS        DAY OF                             , 20l.

Signature of Declarant

If the declarant is a corporation, partnership, association, trust or other organization, provide the name and title of the signatory:

Address of Declarant (Please print):

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