Gravitas Financial Inc. Debenture

The Debentures shall pay interest at a rate as is equal to the greater of: (i) three percent (3.0%) percent per annum; or (ii) an amount as is equal to eighty percent (80%) of the earnings before interest expenses and tax (EBIT) of the Resulting Issuer on a consolidated basis (pro rata to the holders of the Resulting Issuer Debentures), subject to an aggregate maximum amount of eight percent (8%) per annum, as more particularly set out in the Resulting Issuer Trust Indenture. The base three percent (3.0%) percent interest payment shall be payable quarterly, in arrears on the last day of each of March, June, September and December, commencing June 30, 2013 (or September 30, 2013 if the Transaction is not completed by June 30, 2013), with the annual adjustment made based on the aforementioned net earnings calculation completed annually and paid out on April 30 of each year. For more information, see the description of the “Resulting Issuer Debentures” in the Listing Statement.