Description of Debentures Clause Samples

Description of Debentures. The Company proposes to issue and sell to the Underwriter $25,000,000 aggregate principal amount of ---% Debentures due 2018 (the "Debentures") described in the Indenture (as defined below). The Debentures are more fully described in the Registration Statement and Prospectus hereinafter defined. The Debentures will be issued by the Company under its Trust Indenture dated March 1, 1998 (the "Indenture") between the Company and The Fifth Third Bank, as trustee (the "Trustee"). No amendments to the Indenture will be made prior to the Closing Date hereinafter referred to without your prior approval.

Description of Debentures. The debenture forming part of the Purchased Securities (the “ Debenture ” ) shall be governed by provisions of the Debenture of the Corporation, the form of which is annexed hereto as Schedule “B”. The Debentures yield interest at the rate of twelve (12%) percent per annum compounded annually and payable on maturity of the Debentures. The Debentures mature three (3) years from the date of issue provided that the Corporation may, on ten (10) business days prior written notice to the holder redeem or prepay all or any part of the Debenture prior to maturity without notice or penalty, except that the Debenture is not redeemable by the Corporation for a period of six (6) months from the commencement date. The Debentures are unsecured obligations of the Corporation and shall rank pari passu with each other. The principal amount of the Debenture plus any accrued and unpaid interest shall be convertible in whole or in part at the option of the holder at a price equal to the volume weighted average price per share (calculated to the nearest one-hundredth of one cent) of the Company common stock on the Nasdaq stock market for the period of twenty consecutive trading days beginning on the twenty-third trading day immediately preceding the Closing Date and concluding at the close of trading on the third trading day immediately preceding the Closing Date per share, subject to adjustment as provided in the Debenture, at any time up to the Maturity Date as more specifically set out in the Debenture (the “ Conversion Price ”)provided that the Corporation may accelerate this right of conversion on at least ten (10) business days prior written notice to the holder if there is an effective Registration Statement registering, or a current prospectus available for, the resale of the common shares issuable on the conversion and (i) the closing price of the Corporation’s common stock exceeds two hundred (200% ) per cent of the Conversion Price for five (5) trading days in a thirty (30) day period or (ii) the Corporation wishes to redeem or pre-pay the Debentures prior to the Maturity Date. The warrants forming part of the Purchased Securities (the “ Warrants ”) shall be governed by the provisions of warrant certificates (the “ Warrant Certificates ”) of the Corporation, the form of which is annexed hereto as Schedule “C”. Subject to adjustment as provided in the Warrant Certificates, each Warrant shall entitle the holder thereof to acquire one common share of the Corporation at...

Description of Debentures. The Company has authorized the issue and sale of $3,000,000.00 aggregate principal amount of its 12.5% Convertible Debentures due March 31, 2002 (the "Debentures"), to be dated the date of issue, to bear interest from such date at the rate of 12.5% per annum, payable quarterly on the first day of each January, April, July and October in each year (commencing July 1, 1997) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the rate of 15% per annum after maturity, whether by acceleration or otherwise, until paid, to be expressed to mature on March 31, 2002, and to be substantially in the form attached hereto as Exhibit A. Interest on the Debentures shall be computed on the --------- basis of a 360-day year of twelve 30-day months. The Debentures are not subject to prepayment or redemption at the option of the Company prior to their expressed maturity dates except on the terms and conditions and in the amounts and with the premium, if any, set forth in Section 5.24 of this Agreement. The term "Debentures" as used herein shall include each Debenture delivered pursuant to this Agreement.

Description of Debentures. The Company has authorized the issue and sale of $4,250,000 aggregate principal amount of its 11% Subordinated Convertible Debentures due February 13, 2002 (the "DEBENTURES"), to be dated the date of issue, to bear interest from such date at the rate of 11% per annum, payable quarterly on the first day of each February, May, August and November in each year (commencing May 1, 1997) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the rate of 13% per annum after maturity, whether by acceleration or otherwise, until paid, to be expressed to mature on February 13, 2002, and to be substantially in the form attached hereto as EXHIBIT A. Interest on the Debentures shall be computed on the basis of a 360-day year of twelve 30-day months. The Debentures are not subject to prepayment or redemption at the option of The Company prior to their expressed maturity dates except on the terms and conditions and in the amounts and with the premium, if any, set forth in Article 2 of this Agreement. The term "Debentures" as used herein shall include each Debenture delivered pursuant to this Agreement. The terms which are capitalized herein shall have the meanings set forth in Section 10.1 hereof unless the context shall otherwise require.

Description of Debentures. 2.1 Each Debenture has a face value of USD$500,000, and shall be secured against the Company's Borate Hills Property located in Nevada in accordance with the Security Agreement attached hereto as Exhibit B hereto. Certificate(s) representing the Debenture will be in the form attached as Exhibit A hereto. Each Debenture shall have a term expiring on the date that is five (5) years from the date of issuance (the "Due Date"). All or any portion of the outstanding principal sum and accrued interest of each Debenture is convertible from time to time on or after the Closing Date at the option of the Purchaser into common shares (the "Shares") in the capital stock of Company. The price per share at which the Debenture may be converted shall be one half of the average of the closing price of the Issuer’s common stock (as quoted by OTC Markets) on the five (5) trading days immediately following receipt of notice of conversion and ending on the Conversion Date. The Debenture is due and payable on the Due Date, if not converted on the Due Date. The Purchaser may, at its option, elect to convert the Debenture held by him in accordance with the foregoing in lieu of receiving any funds payable under the Debenture. The Debenture and the Shares are herein collectively referred to as the “Securities”. 2.2 The Debenture carries interest at the rate of eleven percent (11%) per annum, payable quarterly in arrears.

Description of Debentures. (a) The Company has authorized the issue and sale of $4,000,000 aggregate principal amount of its 12% Subordinated Debentures due March 27, 2004 (the "Debentures"), to be dated the date of issue, to bear interest from such date at the rate of 12% per annum, payable quarterly by automatic debit on the first day of each February, May, August and November in each year (commencing May 1, 1997) and at maturity and to bear interest on overdue principal (including any overdue required prepayment of principal or optional prepayment of principal pursuant to Section 5.24) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the rate of 13% per annum after maturity, whether by acceleration or otherwise, until paid, to be expressed to mature on March 27, 2004, and to be substantially in the form attached hereto as Exhibit A-1. Interest on the Debentures shall be computed on the basis of a 360-day year of twelve 30-day months. The Debentures are not subject to prepayment or redemption at the option of the Company prior to their expressed maturity dates except on the terms and conditions and in the amounts and with the premium, if any, set forth in Section 5.24 of this Agreement. The term "Debentures" as used herein shall include each Debenture delivered pursuant to this Agreement. The terms which are capitalized herein shall have the meanings set forth in Section 10 hereof unless the context shall otherwise require. (b) Simultaneously with the purchase and sale of the Debentures, the Company shall grant, issue, and deliver to Purchaser its Stock Purchase Warrant, dated the date hereof and substantially in the form attached hereto as Exhibit A-2 (the "Warrant").

Description of Debentures. The Debentures shall have the following ------------------------- terms, and shall be entitled to the following rights and benefits: (a) The principal amount of the Debenture shall be payable in three equal installments on the sixth, seventh and eighth anniversaries of the date of execution of this Agreement. The Debentures shall be prepaid in full upon consummation of a Liquidity Event (as herein defined). The Company may prepay the Debentures from time to time in whole or in installments of $500,000, without premium or penalty. Each such prepayment shall be preceded by two Business Days' notice. Any partial prepayment of the Debentures shall be allocated among all holders of Debentures pro rata in proportion to the --- ---- principal amount of the Debentures held by each. Any prepayment shall be applied against installments of principal in inverse order of maturity. (b) The Debentures shall bear interest on the outstanding principal balance from the date of issuance until the date of payment of principal in full. Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed, on the unpaid principal amount of the Debentures at the rate of twelve percent (12%) per annum. Interest shall be payable on each March 31, June 30, September 30, and December 31 for the respective three month period ending on such date, commencing with the first such date following issuance of Debentures. (c) In the event that the principal amount of the Debentures is not paid when due and payable (whether at stated maturity, by acceleration or otherwise), the interest on such principal amount shall thereafter be increased to fourteen percent (14%) per annum. (d) All payments of principal and interest on the Debentures shall be made by the Company in lawful money of the United States of America in immediately available funds (or at the request of the holder of a Debenture, by certified or bank check or wire transfer) on the date such payment is due. (e) The indebtedness evidenced by the Debentures shall be junior and subordinate in right of payment to all Senior Debt, as that term is defined in Article X hereof, as set forth in Article VI and in any Subordination Agreement entered into in accordance with that Article.

Description of Debentures. The Debentures shall be issued under and pursuant to an Indenture dated as of ____________ ___, _____ (the "Indenture") between the Company and ______________________, as Trustee (the "Trustee"). The Debentures and the Indenture shall have the terms and provisions described in the Prospectus (as defined herein), provided that subsequent to the date hereof and prior to the Closing Date the form of the Indenture may be amended by mutual agreement between the Company and the Underwriters.

Description of Debentures. 2.1 The Debentures shall be issued under and governed by the terms and conditions set forth in the certificates (the "Certificates") evidencing the Debentures. The following description of the Debentures is a summary only and is subject to the detailed provisions of the Certificates evidencing the Debentures. 2.2 The Debentures shall be secured obligations of the Company ranking subordinate to existing charges registered in favour of Saskatchewan Opportunities Corporation, Xerox Canada Inc. and 597924 B.C. Ltd. 2.3 The Lender agrees that it will advance an aggregate of $2,300,000 to the Company against the issue of the Debentures, as follows: (a) $350,000 on or before January 30, 2000; (b) $750,000 on or before February 29, 2000; and (c) $1,200,000 on or before April 14, 2000. The final advance of $1,200,000 will be conditional upon: (a) the Company obtaining by March 31, 2000 a firm date for the delivery of a Fuji Frontier Digital Minilab; and (b) the Company securing facilities in the United States of America for the operation of the Minilab; which conditions may be waived by the Lender. 2.4 The Debentures shall mature and be repayable on April 30, 2000 (the "Maturity Date") unless redeemed or converted prior to such time. 2.5 No interest will accrue on the outstanding principal amount of the Debentures. 2.6 The Debentures are convertible at the option of the Lender at any time and from time to time, in principal amounts of $1,000, into common shares of the Company up until the earlier of the date of repayment of the principal amount of the Debentures outstanding and the date which is ten (10) days after a notice of redemption is delivered by the Company pursuant to Section 2.7 below at the rate of one share for each $0.50 converted. 2.7 The Debentures may be redeemed by the Company, in whole or in part, at any time before April 30, 2000 upon ten days written notice to the Debenture holder. The Company may repay the principal amount being redeemed (the "Redemption Amount") in cash or, at the Company's sole and exclusive discretion, repay such amount by issuing that number of common shares obtained by dividing the Redemption Amount by $0.50. 2.8 In this Agreement, the Debentures, Warrants (as hereinafter defined), and common shares issued on conversion, redemption or exercise thereof are collectively referred to as the "Securities". 2.9 The Company agrees that it will issue to the Lender at the time the Lender makes the advances set forth in Section 2.3 a...