Common use of General Covenants Clause in Contracts

General Covenants. Each Pledgor hereby covenants and agrees as follows: 5.1 Such Pledgor shall do all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }

General Covenants. Each Pledgor hereby covenants and agrees as follows: 5.1 (a) Such Pledgor shall do all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in . (b) The capital stock shares, securities, member interests, partnership interests and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, other ownership interests constituting the Pledged Collateral or have been duly authorized and validly issued to such Pledgor (as set forth on Schedule A hereto), are fully paid and nonassessable and constitute the proceeds thereof; provided, however, that with following (i) the consent percentage listed on Schedule A of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shallissued and outstanding capital stock, member interests and shall cause partnership interests of each of the Companies towhich are not Foreign Companies, keep separate, accurate and complete records (ii) the lesser of (x) sixty five percent (65%) of the Pledged Collateralissued and outstanding capital stock, disclosing shares, securities, member interests and partnership interests of each of the Administrative Agent’s Foreign Companies or (y) all of the issued and outstanding capital stock, member interests and partnership interests owned by Borrower or any of its Subsidiaries of each Foreign Company. (c) The security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to interests under the Code in the Pledged Collateral unless any noncompliance would not individually or (Term) granted hereunder are valid, perfected and of first priority subject to the Lien of no other Person. Upon the consummation of those actions described in Section 3(c) hereof, the security interests in the aggregate materially impair Pledged Collateral (Term) granted hereunder shall be valid, perfected and of first priority subject to the use or value Lien of no other Person under all applicable Law. (d) The security interests under the Code in the Pledged Collateral (Revolver) granted hereunder are valid, perfected and of second priority subject to the Lien of no other Person except as provided in the Pledge Agreement (Revolver). Upon the consummation of those actions described in Section 3(c) hereof, the security interests in the Pledged Collateral (Revolver) granted hereunder shall be valid, perfected and of second priority subject to the Lien of no other Person under all applicable Law, except as provided in the Pledge Agreement (Revolver). (e) Except as provided on Schedule B attached hereto, there are no restrictions upon the transfer of the Pledged Collateral and such Pledgor has the power and authority and unencumbered right to transfer the Pledged Collateral owned by such Pledgor free of any encumbrances and without the necessity of obtaining the consent of any other Person, other than such consents as have been or will be obtained as of the Administrative Agent’s rights hereunder; 5.5 date hereof or in connection with Pledged Collateral subsequently acquired by Pledgor and other than as provided in the Credit Agreement and the Pledge Agreement (Revolver). (f) Such Pledgor has all necessary power to execute, deliver and perform this Agreement and all necessary action to authorize the execution, delivery and performance of this Agreement has been properly taken. (g) Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 ; (h) Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 ; (i) Subject to Section 2(c2(d) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, shares securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and and, such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, interests together with an updated Schedule A hereto, to the Administrative Agent, Agent together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }; (j) Except as permitted by the Credit Agreement, during the term of this Agreement, such Pledgor shall not sell, assign, replace, retire, transfer or otherwise dispose of its Pledged Collateral; (k) Such Pledgor will not change its state of incorporation, formation or organization, as applicable without providing thirty (30) days prior written notice to the Administrative Agent;

General Covenants. Each Pledgor hereby Landlord’s Covenant (a) The Landlord covenants with the Tenant: (i) for quiet enjoyment; (ii) to construct a fitness facility in the Building (the “Fitness Facility”) in accordance with the terms of Special Stipulation No. IX of Schedule “G” attached hereto; (iii) to construct a café in the Building (the “Café”) in accordance with the terms of Special Stipulation No. X of Schedule “G” attached hereto; (iv) to conduct a Wi-Fi survey of the Building, including elevators and garages, to determine the level of service for the Building. Landlord will use commercially reasonable efforts to complete such survey and present the findings thereof to Tenant no later than February 1, 2013. If any issues are presented to Tenant that Tenant desires to correct, then any work related thereto will be at Tenant’s sole cost and expense and may be paid out of the Allowance, as defined in Schedule “F” attached hereto, if then available; (v) to observe and perform all the covenants and agrees obligations of the Landlord herein; (vi) to ensure that the Building (excluding the Leased Premises other than the Building structure and base building systems located within the Leased Premises), the area of the Parking Facility (as follows: 5.1 Such Pledgor shall do hereinafter defined) located on the Property, and all reasonable acts common areas, walkways, entrances, hallways and other public spaces, elevators, stairwells and other pathways for ingress and egress to the Building that are located on the Property (but not including any such areas that are owned by third parties) are compliant with applicable law, including without the Americans with Disabilities Act of 1990, as it may be necessary amended from time to time (“ADA”), subject to Landlord’s right to include the costs thereof as an Operating Cost, as set forth and appropriate limited by Schedule “D” attached hereto; and (vii) Tenant shall have the right to maintainuse the Leased Premises for general office purposes and other uses and purposes incidental and/or related to Tenant’s retail business, preserve provided that in no event, will Tenant have the right to open and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or operate a retail store in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Leased Premises.

General Covenants. Each Pledgor hereby The Corporation covenants with the Warrant Agent for the benefit of the Warrant Agent and agrees the Warrantholders that so long as followsany Warrants remain outstanding: 5.1 Such Pledgor (a) it will use commercially reasonable efforts to maintain its existence; provided that this clause shall do not be construed as limiting or restricting the Corporation from agreeing to a consolidation, amalgamation, arrangement, takeover bid or merger even if the consideration being offered are not securities that are listed and posted for trading on a recognized Canadian stock exchange, provided that such transaction has been approved in accordance with the requirements of applicable corporate and securities laws and the rules and policies of the applicable stock exchange; (b) it will make all requisite filings under applicable Canadian securities legislation; (c) it will use commercially reasonable acts that may efforts to ensure the RTO is completed; (d) it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon the exercise of the Warrants; (e) it will cause the Common Shares from time to time acquired pursuant to the exercise of the Warrants to be necessary duly issued and appropriate to maintain, preserve delivered in accordance with the Warrants and protect the Pledged Collateral; such Pledgor terms hereof; (f) all Common Shares which shall be responsible issued upon exercise of the right to acquire provided for herein shall be fully paid and non-assessable; (g) generally, it will well and truly perform and carry out all of the acts or things to be done by it as provided in this Indenture; and (h) the Corporation will promptly notify the Warrant Agent and the Warrantholders in writing of any default under the terms of this Warrant Indenture which remains unrectified for more than five days following its occurrence. Wolf covenants with the Warrant Agent for the risk of loss of, damage to, or destruction benefit of the Pledged Collateral owned by such Pledgor, unless such loss is Warrant Agent and the result Warrantholders that so long as any Warrants remain outstanding following completion of the gross negligence Amalgamation: (a) it will use commercially reasonable efforts to ensure that all Common Shares outstanding or willful misconduct issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Administrative Agent; 5.2 Such Pledgor Warrants) continue to be or are listed and posted for trading on the TSXV (or such other Canadian stock exchange acceptable to the Corporation), provided that this clause shall appear not be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Common Shares ceasing to be listed and defend any action or proceeding posted for trading on such exchanges, so long as the holders of which the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, exchanges or the Administrative Agent’s interest in, the Pledged Collateral holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect cash; (b) it will make all requisite filings under and otherwise take all requisite steps under and satisfy applicable Canadian securities legislation including those filings and other steps necessary to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause remain a reporting issuer not in default in each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests provinces and other ownership interests of any of the Companies Canadian jurisdictions where it is or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }becomes a reporting issuer.

General Covenants. Each Pledgor hereby The Company covenants and agrees with the Special Warrant Agent that, so long as followsany Special Warrants remain outstanding: 5.1 Such Pledgor shall do (a) it is duly authorized to create and issue the Special Warrants and, when issued and countersigned as herein provided, or when issued in uncertificated form as herein provided, the Special Warrants will be valid and enforceable obligations of the Company; (b) it will reserve and keep available a sufficient number of (i) Underlying Shares for the purpose of enabling it to satisfy its obligations to issue the Underlying Shares upon the exercise or deemed exercise of the Special Warrants, and (ii) Warrant Shares for the purpose of enabling it to satisfy its obligations to issue the Warrant Shares upon the exercise of the Underlying Warrants; (c) it will cause the Underlying Securities and the certificates representing the Underlying Securities from time to time acquired pursuant to the exercise or deemed exercise of the Special Warrants to be duly issued and delivered in accordance with the Special Warrant Certificates and the terms hereof; (d) all reasonable acts that Common Shares which will be issued upon exercise or deemed exercise of the Special Warrants will be fully paid and non-assessable, and all Underlying Securities will be free and clear of all encumbrances, except for resale restrictions as may be required under applicable Securities Laws; (e) it will use its commercially reasonable efforts to maintain its corporate existence or the corporate existence of any Successor Corporation and carry on its business in the ordinary course, consistent with past practices; (f) it will make all requisite filings under applicable Securities Laws, including those necessary to remain a reporting issuer not in default in such jurisdictions in which it is a reporting issuer and appropriate to maintain, preserve and protect those filings required in connection with the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction issuance of the Pledged Collateral owned Special Warrants; (g) it will use its commercially reasonable efforts to have the Registration Statement declared effective by such Pledgorthe SEC, unless such loss within six months following the Closing Date; (h) in the event that the Registration Statement is declared effective by the result SEC, it will give written notice to the Special Warrant Agent, CDS and the Agents of the gross negligence or willful misconduct filing of the Administrative Registration Statement and specifying the date on which the Special Warrants expire and the date of automatic exercise, not later than two Business Days after the filing of the Registration Statement, and the Company will provide written confirmation to the Special Warrant Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest inCDS, the Pledged Collateral Agents and the Special Warrantholders of any adjustment that has been made pursuant to Article 4 in the aforementioned notice; (i) it will not pay or the proceeds thereof; provided, however, that with the consent give any consideration or other remuneration to any person in respect of the Administrative Agent such Pledgor may settle such actions exercise of the Special Warrants, except for administrative or proceedings professional services or for services performed by a registered dealer; (j) if any instrument is required to be filed with respect 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 Pledged Collateral; 5.3 Such Pledgor shallexercise or deemed exercise of a Special Warrant may properly and legally be delivered upon the due exercise or deemed exercise of a Special Warrant, the Company shall use its commercially reasonable efforts to make such filing, obtain such permission, order or ruling and shall cause each of take all such action, at its expense, as is required or appropriate in the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall circumstances; (k) it will comply with all Laws applicable covenants and satisfy all terms and conditions on its part to be performed and satisfied under this Indenture and advise the Pledged Collateral unless Special Warrant Agent promptly in writing of any noncompliance would not individually or in default under the aggregate materially impair the use or value terms of this Indenture; and (l) generally, it will well and truly perform and carry out all of the Pledged Collateral acts or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed things to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of done by it as provided in this Agreement as the Administrative Agent may request; {N0289348 2 }Indenture.

General Covenants. Each Pledgor hereby covenants The Corporation and agrees the Resulting Issuer, as followsapplicable, covenant with the Warrant Agent and the Warrantholders that so long as any Warrants or Resulting Issuer Warrants remain outstanding: 5.1 Such Pledgor shall do (a) it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Warrant Shares upon the exercise of the Warrants; (b) the Corporation will cause the Resulting Issuer to reserve and keep available a sufficient number of Resulting Issuer Shares for issuance upon exercise of the Resulting Issuer Warrants; (c) it will cause the Warrant Shares from time to time acquired pursuant to the exercise of the Warrants to be duly issued and delivered in accordance with the Warrants and the terms hereof; (d) all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor Warrant Shares which shall be responsible for the risk of loss of, damage to, or destruction issued upon exercise of the Pledged Collateral owned by right to acquire provided for (e) it will use commercially reasonable efforts to maintain its existence and carry on its business in the ordinary course; provided that this clause shall not be construed as limiting or restricting the Corporation from agreeing to a consolidation, amalgamation, arrangement, takeover bid or merger even if the consideration being offered are not securities that are listed and posted for trading on a recognized Canadian stock exchange, provided that such Pledgor, unless such loss is transaction has been approved in accordance with the result requirements of applicable corporate and securities laws and the rules and policies of the gross negligence or willful misconduct applicable stock exchange; (f) it will use its commercially reasonable efforts to give effect to the Business Combination as soon as reasonable practicable, in any event prior to the Release Date; (g) generally, it will well and truly perform and carry out all of the Administrative Agent; 5.2 Such Pledgor acts or things to be done by it as provided in this Indenture; (h) the Corporation will promptly notify the Warrant Agent and the Warrantholders in writing of any default under the terms of this Warrant Indenture which remains unrectified for more than ten (10) days following its occurrence; (i) it will use commercially reasonable efforts to ensure that all Resulting Issuer Warrant Shares and all Resulting Issuer Warrants issued under this Indenture that are outstanding or issuable from time to time (including without limitation the Resulting Issuer Warrant Shares issuable on the exercise of the Resulting Issuer Warrants) continue to be or are listed and posted for trading on the CSE (or such other recognized Canadian stock exchange acceptable to the Corporation), provided that this clause shall appear not be construed as limiting or restricting the Resulting Issuer from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Resulting Issuer Shares ceasing to be listed and defend any action or proceeding posted for trading on such exchanges, so long as the holders of which the Resulting Issuer Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, exchanges or the Administrative Agent’s interest in, the Pledged Collateral holders of Resulting Issuer Shares receive securities of an entity which is listed on a stock exchange in Canada or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect cash; (j) it will make all requisite filings under and otherwise take all requisite steps under and satisfy applicable Canadian securities legislation including those filings and other steps necessary to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause remain a reporting issuer not in default in each of the Companies to, keep separate, accurate provinces and complete records other Canadian jurisdictions where it is or becomes a reporting issuer; and (k) it will use reasonable commercial efforts to remain a reporting issuer not in default in each of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests provinces and other ownership interests of any of the Companies Canadian jurisdictions where it is or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }becomes a reporting issuer.

General Covenants. Each Pledgor hereby (1) The Corporation represents, warrants, covenants and agrees with the Special Warrantholders that so long as followsany Special Warrant remains outstanding and may be exercised: 5.1 Such Pledgor shall do (a) the Corporation is duly authorized to create and issue the Special Warrants and that this Special Warrant Certificate be valid and enforceable against the Corporation; (b) the Corporation will at all reasonable acts that may times maintain its corporate existence, carry on and conduct its business in a proper and business-like manner and keep or cause to be necessary and appropriate to maintain, preserve and protect kept proper books of account in accordance with generally accepted accounting practice; (c) the Pledged Collateral; such Pledgor shall be responsible Corporation will reserve for the risk of loss of, damage to, purpose and keep available sufficient unissued or destruction created Common Shares and Warrants to enable it to satisfy its obligations on the exercise or deemed exercise of the Pledged Collateral owned by such Pledgor, unless such loss is Special Warrants; (d) the result Corporation will cause the Common Shares and Warrants from time to time issued pursuant to the exercise or deemed exercise of the gross negligence Special Warrants, and the certificates representing such Common Shares and Warrants, to be duly issued and delivered in accordance with the Special Warrants and the terms hereof; (e) all Common Shares that are issued or willful misconduct created on exercise or deemed exercise of the Administrative Agent; 5.2 Such Pledgor shall appear Special Warrants will be fully paid and non-assessable; (f) the Corporation will keep open on Business Days the registers of holders referred to in section 3.1 and defend will not take any action or proceeding omit to take any action which would have the effect of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or preventing the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on Special Warrantholders from exercising any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of Special Warrants or receiving any of the Companies or any Common Shares and Warrants upon such exercise; (g) the Corporation will make all requisite filings in connection with the exercise of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any Special Warrants and issue of the Companies, such ownership interests shall be subject to Common Shares and the terms hereof and, upon such acquisition, shall be deemed Warrants; (h) the Corporation will provide the Special Warrantholders with the financial statements and other continuous disclosure documents required to be hereby pledged delivered by it to its shareholders under applicable corporate and securities laws; (i) the Administrative AgentCorporation will provide the Special Warrantholders with a copy of any prospectus filed by the Corporation qualifying the distribution of the Underlying Securities issuable upon the exercise or deemed exercise of the Special Warrants; and (j) generally, the Corporation will well and such Pledgor thereupon shall deliver truly perform and carry out all such securities, shares, capital stock, member interests, partnership interests acts and other ownership interests, together with an updated Schedule A hereto, things to the Administrative Agent, together with all such control agreements, financing statements, be done by it as provided in these Terms and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Conditions.

General Covenants. Each Pledgor hereby covenants and agrees as follows: 5.1 (a) Such Pledgor shall do all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral and Pledged Joint Venture Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral and Pledged Joint Venture Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in . (b) The capital stock shares, securities, member interests, partnership interests and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, other ownership interests constituting the Pledged Collateral or and Pledged Joint Venture Collateral have been duly authorized and validly issued to such Pledgor (as set forth on Schedule A hereto), are fully paid and nonassessable and constitute the proceeds thereof; provided, however, that with following (i) the consent percentage listed on Schedule A of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shallissued and outstanding capital stock, member interests and shall cause partnership interests of each of the Companies towhich are not Foreign Companies, keep separate, accurate and complete records (ii) the lesser of (x) sixty five percent (65%) of the Pledged Collateralissued and outstanding capital stock, disclosing shares, securities, member interests and partnership interests of each of the Administrative Agent’s Foreign Companies or (y) all of the issued and outstanding capital stock, member interests and partnership interests owned by Borrowers or any of its Subsidiaries of each Foreign Company. (c) The security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to interests under the Code in the Pledged Collateral unless any noncompliance would not individually or (Revolver) granted hereunder are valid, perfected and of first priority subject to the Lien of no other Person. Upon the consummation of those actions described in Section 2(c) hereof, the security interests in the aggregate materially impair Pledged Collateral (Revolver) granted hereunder shall be valid, perfected and of first priority subject to the use or value Lien of no other Person under all applicable Law. (d) The security interests under the Code in the Pledged Collateral (Term) granted hereunder are valid, perfected and of second priority subject to the Lien of no other Person except as provided in the Pledge Agreement (Term). Upon the consummation of those actions described in Section 2(c) hereof, the security interests in the Pledged Collateral (Term) granted hereunder shall be valid, perfected and of second priority subject to the Lien of no other Person under all applicable Law, except as provided in the Pledge Agreement (Term). (e) Except as provided on Schedule B attached hereto, there are no restrictions upon the transfer of the Pledged Collateral and Pledged Joint Venture Collateral and such Pledgor has the power and authority and unencumbered right to transfer the Pledged Collateral and Pledged Joint Venture Collateral owned by such Pledgor free of any encumbrances and without the necessity of obtaining the consent of any other Person, other than such consents as have been or will be obtained as of the Administrative Agent’s rights hereunder; 5.5 date hereof or in connection with Pledged Collateral and Pledged Joint Venture Collateral subsequently acquired by Pledgor and other than as provided in the Credit Agreement and the Pledge Agreement (Term). (f) Such Pledgor has all necessary power to execute, deliver and perform this Agreement and all necessary action to authorize the execution, delivery and performance of this Agreement has been properly taken. (g) Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral and Pledged Joint Venture Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 ; (h) Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral and Pledged Joint Venture Collateral; 5.7 ; (i) Subject to Section 2(c2(d) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, shares securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral and Pledged Joint Venture Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and and, such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, interests together with an updated Schedule A hereto, to the Administrative Agent, Agent together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; (j) Except as permitted by the Credit Agreement, during the term of this Agreement, such Pledgor shall not sell, assign, replace, retire, transfer or otherwise dispose of its Pledged Collateral and Pledged Joint Venture Collateral; (k) Such Pledgor will not change its state of incorporation, formation or organization, as applicable without providing thirty (30) days prior written notice to the Administrative Agent and each of Pledgor shall not, and shall not permit any Company to, amend in any respect its certificate of incorporation (including any provisions or resolutions relating to capital stock), by-laws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement, joint venture agreement or other organizational documents without providing at least ten (10) calendar days’ prior written notice to the Administrative Agent and, in the event such change would be material and adverse to the Lenders as determined by the Administrative Agent in its sole discretion, obtaining the prior written consent of the Required Lenders; (1) Such Pledgor will not change its name without providing thirty (30) days prior written notice to the Administrative Agent; (m) Except as permitted by Sections 8.26 and 8.27 of the Credit Agreement, each Pledgor shall preserve its existence as a corporation or a limited liability company, as applicable, and except as permitted by the Credit Agreement, shall not (i) in one, or a series of related transactions, merge into or consolidate with any other entity, the survivor of which is not such Pledgor, or (ii) sell all or substantially all of its assets; {N0289348 2 }and (n) During the term of this Agreement, such Pledgor shall not permit any Company to treat any uncertificated ownership interests as securities which are subject to Article 8 of the Code.

General Covenants. Each Pledgor hereby The Corporation represents, warrants and covenants with the Agent that so long as any Warrant remains outstanding and agrees as followsmay be exercised: 5.1 Such Pledgor shall do (a) the Corporation is duly authorized to create and issue the Warrants and that the Warrant Certificates, when issued and countersigned as herein provided, will be valid and enforceable against the Corporation; (b) subject to the provisions of Section 9.2, the Corporation will at all reasonable acts that may times maintain its corporate existence, carry on and conduct its business in a proper and business-like manner and keep or cause to be necessary and appropriate to maintain, preserve and protect kept proper books of account in accordance with generally accepted accounting practice; (c) the Pledged Collateral; such Pledgor shall be responsible Corporation will reserve for the risk of loss of, damage to, or destruction purpose and keep available sufficient unissued Common Shares to enable it to satisfy its obligations on the exercise of the Pledged Collateral owned by such Pledgor, unless such loss is Warrants; (d) the result Corporation will cause the Common Shares from time to time issued pursuant to the exercise of the gross negligence Warrants, and the certificates representing such Common Shares, to be duly issued and delivered in accordance with the Warrants and the terms of this Agreement; (e) all Common Shares that are issued or willful misconduct created on exercise of the Administrative Agent; 5.2 Such Pledgor shall appear Warrants will be fully paid and non-assessable; (f) the Corporation will cause the Agent to keep open on business days the registers of holders and registers of transfers referred to in and defend Section 3.1 and, subject to Section 4.5, will not take any action or proceeding omit to take any action that would have the effect of which preventing the Warrantholders from exercising any of the Warrants or receiving any of the Common Shares upon such Pledgor is aware which could exercise; (g) generally, the Corporation will well and truly perform and carry out all acts and things to be done by it as provided in this Agreement and, subject to Section 4.5, will not take any action that might reasonably be expected to affect such Pledgor’s title todeprive the Warrantholders of their rights to acquire Common Shares upon the exercise of the Warrants; (h) subject to Section 4.5, the Corporation will make all requisite filings in connection with the exercise of the Warrants and issue of the Common Shares; (i) the Corporation will maintain its status as a reporting issuer (or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause equivalent) not in default in each of the Companies to, keep separate, accurate Qualifying Jurisdictions providing for such a regime and complete records will use its best efforts to maintain the listing of the Pledged CollateralCommon Shares and the Warrants on a Recognized Stock Exchange. For greater certainty, disclosing using best efforts to maintain the Administrative Agent’s security interest hereunderlisting of the Common Shares and Warrants shall not preclude the directors from approving or recommending a transaction which may result in the acquisition of all or substantially all the Common Shares which transaction may result in the de-listing of the Common Shares or Warrants; 5.4 Such Pledgor shall comply with all Laws applicable and (j) the Corporation will, as soon as practicable after it becomes aware of the same, give notice to the Pledged Collateral unless any noncompliance would not individually or in Trustee and the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts Warrantholders of any nature imposed material breach or default by any Official Body on any the Corporation of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of obligations under this Agreement as the Administrative Agent may request; {N0289348 2 }Agreement.

General Covenants. Each Pledgor hereby ‌ The Corporation covenants and agrees with the Warrant Agent that so long as followsany Warrants remain outstanding: 5.1 Such Pledgor (a) the Warrants, when issued and countersigned as provided in this Indenture, will be valid and enforceable against it in accordance with and subject to the provisions of this Indenture; (b) it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon the exercise of the Warrants; (c) it will cause the Common Shares and the certificates representing the Common Shares from time to time acquired pursuant to the exercise of the Warrants to be duly issued and delivered in accordance with the Warrant Certificates and the terms hereof; (d) all Common Shares which shall do be issued upon exercise of the right to acquire provided for herein and in the Warrant Certificates shall be fully paid and non-assessable; (e) the Corporation will do, or cause to be done, all reasonable acts that may be things necessary and appropriate to maintain, preserve and protect keep in full force and effect its corporate existence, provided however that (subject to Article 4 and Section 8.2) nothing will prevent the Pledged Collateral; such Pledgor shall be responsible for the risk of loss amalgamation, consolidation, merger or sale of, damage toor other business combination involving the Corporation; (f) it will undertake to use commercially reasonable efforts, immediately following the expiration of the hold period set out in National Instrument 45-102 – Resale of Securities, to list the Warrants, including any Warrants issuable to the Agents as part of the Corporate Finance Fee Units or the Agents Units, on the CSE, subject to the Company meeting the requisite listing requirements for such Warrants; (g) it will perform and carry out all of the acts or things to be done by it as provided in this Indenture; (h) it will not close its transfer registers or take any other action which might deprive the Warrantholders of the opportunity of exercising their right of purchase pursuant to the Warrants held by such persons during the period of 14 days after giving of the notice required by Section 4.8; (i) the Corporation will promptly notify the Warrant Agent and the Warrantholders in writing of any material default under the terms of this Warrant Indenture which remains unrectified for more than thirty days following its occurrence; (j) the Corporation will give to the Warrantholders, in the manner provided in Subsection 4.8 hereof, and to the Warrant Agent, notice of its intention to fix a record date, or destruction of effective date, as the Pledged Collateral owned by such Pledgorcase may be, unless such loss is for any event referred to in Section 4.8 hereof which may give rise to an adjustment in the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually Exercise Price or in the aggregate materially impair the use or value number of Common Shares purchasable upon exercise of the Pledged Collateral Warrants; and (k) that it will execute, acknowledge and deliver or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed cause to be hereby pledged to done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as the Administrative Agent; Warrant Agent may reasonably require for the better accomplishing and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests effecting the intentions and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Indenture.

General Covenants. Each Pledgor hereby SMTC Canada represents, warrants, covenants and agrees with the Trustee that so long as followsany Share Purchase Warrant remains outstanding and may be exercised: 5.1 Such Pledgor shall do (a) SMTC Canada is duly authorized to create and issue the Share Purchase Warrants and that the Share Purchase Warrant Certificates, when issued and countersigned as herein provided, will be valid and enforceable against SMTC Canada; (b) SMTC Canada will at all reasonable acts that may times maintain its corporate existence, carry on and conduct its business in a proper and business-like manner, keep or cause to be necessary kept proper books of account in accordance with generally accepted accounting practice and appropriate SMTC Canada will send to maintain, preserve and protect Warrantholders copies of all financial statements furnished to its shareholders during the Pledged Collateral; such Pledgor shall be responsible term of this Indenture; (c) SMTC Canada will reserve for the risk of loss of, damage to, or destruction purpose and keep available sufficient unissued Exchangeable Shares to enable it to satisfy its obligations on the exercise of the Pledged Collateral owned Share Purchase Warrants; (d) until the expiry date of the Special Warrants, SMTC Canada will not amend this Indenture without the approval of the holders of Special Warrants then outstanding, such approval to be given by such Pledgoran Extraordinary Resolution of the holders of Special Warrants then outstanding pursuant to the Special Warrant Indenture, unless such loss is amendment would otherwise be permitted under Article 9 hereof; (e) SMTC Canada will cause the result Exchangeable Shares from time to time issued pursuant to the exercise of the gross negligence Share Purchase Warrants, and the certificates representing such Exchangeable Shares, to be duly issued and delivered in accordance with the Share Purchase Warrants and the terms hereof; (f) all Exchangeable Shares that are issued or willful misconduct created on exercise of the Administrative Agent; 5.2 Such Pledgor shall appear Share Purchase Warrants will be fully paid and non-assessable; (g) SMTC Canada will cause the Trustee to keep open on business days the registers of holders and registers of transfers referred to in Section 3.1 and defend will not take any action or proceeding omit to take any action which would have the effect of preventing the Warrantholders from exercising any of the Share Purchase Warrants or receiving any of the Exchangeable Shares upon such exercise; (h) SMTC Canada will make all requisite filings, including filings with appropriate Securities Commissions, in connection with the exercise of the Share Purchase Warrants and issue of the Exchangeable Shares; (i) generally, SMTC Canada will well and truly perform and carry out all acts and things to be done by it as provided in this Indenture and will not take any action which such Pledgor is aware which could might reasonably be expected to affect deprive the Warrantholders of their rights to acquire Exchangeable Shares upon the exercise of the Share Purchase Warrants; and (j) SMTC Canada shall use its best efforts to prepare, file and receive a receipt from the Securities Commissions for a prospectus qualifying the distribution of the Exchangeable Shares and the Share Purchase Warrants issuable on exercise of the Special Warrants and the Exchangeable Shares issuable on exercise of the Share Purchase Warrants and shall provide the Warrantholders with all documents customarily provided in connection with a distribution under a prospectus, provided that if one or more securities regulatory authorities in the Qualifying Jurisdictions object to issuing a receipt for such Pledgor’s title toprospectus the obligation of the Corporation to obtain a receipt for such Prospectus shall be on a best efforts basis. (k) SMTC Canada will refuse to register any transfer of the Share Purchase Warrants, any exercise of the Share Purchase Warrants, any transfer of the Exchangeable Shares or any exchange of the Exchangeable Shares not made in accordance with Regulation S of the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration under the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Securities Act.

General Covenants. Each Pledgor hereby (a) The Corporation covenants with the Subscription Receipt Agent and agrees the Lead Agent that so long as followsany Subscription Receipts remain outstanding: 5.1 Such Pledgor (i) it shall at all times maintain its existence and will carry on and conduct its business, and that of its subsidiaries, in a prudent manner in accordance with industry standards and good business practice and will keep or cause to be kept proper books of account in accordance with applicable law and generally accepted accounting principles; (ii) except as contemplated in the Agency Agreement or the Amalgamation Agreement, it shall not take any action which would result in, or cause any change to, the share capital or capital structure of the Corporation including, but not limited to, a Common Share Reorganization or a Capital Reorganization, or enter into any agreement to do any of the foregoing; (iii) it will perform and carry out all reasonable acts or things to be done by it as provided in this Agreement; (iv) prior to the earlier of the Escrow Release Time and the Termination Date, it will not sell the properties or assets of the Corporation as, or substantially as, an entirety, to any other entity; (v) will reserve and conditionally allot for the purpose and keep available sufficient unissued Common Shares to enable it to satisfy its obligations on the exchange of the Subscription Receipts; (vi) it will cause the Common Shares to be duly issued pursuant to the conversion of the Subscription Receipts and the certificates representing such Common Shares to be issued and delivered, or if uncertificated, for a deposit of uncertificated Common Shares to be made with the Depository or for the issuance to be recorded in the register of the Common Shares, in accordance with the provisions of this Agreement and the terms hereof and all Underlying Shares that may are issued on the exchange of the Subscription Receipts will be necessary fully paid and appropriate non-assessable securities; (vii) the Corporation confirms that as at the date hereof it does not have a class of securities registered pursuant to maintainSection 12 of the Exchange Act or a reporting obligation pursuant to Section 15(d) of the Exchange Act. The Corporation covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the Exchange Act, preserve and protect (ii) the Pledged Collateral; Corporation shall incur a reporting obligation pursuant to Section 15(d) of the Exchange Act, or (iii) any such Pledgor registration or reporting obligation shall be responsible for terminated by the risk Corporation in accordance with the Exchange Act, the Corporation shall promptly deliver to the Subscription Receipt Agent an officers' certificate (in a form provided by the Subscription Receipt Agent) notifying the Subscription Receipt Agent of loss of, damage to, such registration or destruction termination and such other information as the Subscription Receipt Agent may reasonably require at the time. The Corporation acknowledges that the Subscription Receipt Agent is relying upon the foregoing representations and covenants in order to meet certain obligations of the Pledged Collateral owned Subscription Receipt Agent with respect to those clients of the Subscription Receipt Agent that are required to file reports with the United States Securities and Exchange Commission under the Exchange Act; (viii) it will provide written notification to the Subscription Receipt Agent of the satisfaction of the Escrow Release Conditions and the Escrow Release Date or the Termination Date, as the case may be, in accordance with the terms of this Agreement; (ix) it will cause the Subscription Receipt Agent to keep open the registers of holders referred to in Section 3.1 hereof as required by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in section and defend will not take any action or proceeding omit to take any action which would have the effect of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or preventing the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on Receiptholders from receiving any of the Pledged CollateralUnderlying Shares issued upon conversion of the Subscription Receipts; (x) it will make all requisite filings, except including any required filings with appropriate securities commissions and stock exchanges, as applicable, in connection with the conversion of the Subscription Receipts and the issue of the Underlying Shares; (xi) it shall provide at least fourteen Business Days written notice to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests each holder of Subscription Receipts of any of record date to be set or declared by the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral Corporation with respect to any meeting or written resolution of holders of Common Shares; (xii) in the Companiesevent that (A) the Corporation delivers the Termination Notice, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }or

General Covenants. Each Pledgor hereby covenants and agrees as follows: 5.1 (a) Such Pledgor shall do all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; , such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Secured Party; (b) Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative AgentSecured Party’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the prior written consent of the Administrative Agent Secured Party, which shall not be unreasonably withheld or delayed, such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 ; (c) Such Pledgor shall, and shall cause each of the Companies other Pledgor to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative AgentSecured Party’s security interest hereunder; 5.4 ; (d) Such Pledgor shall comply with all Laws material Governmental Rules applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative AgentSecured Party’s rights hereunder; 5.5 ; (e) Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body Governmental Authority on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 ; (f) Such Pledgor shall permit the Administrative AgentSecured Party, its officers, employees and agents at agents, on reasonable times prior notice prior to the existence of an Event of Default (or in the absence of prior notice following and during the continuation of an Event of Default), to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c; (g) hereofExcept as permitted by the Note Purchase Agreements, to during the extent, following the date hereofterm of this Agreement, such Pledgor acquires capital stockshall not sell, sharesassign, securitiesreplace, member interestsretire, partnership interests and other ownership interests transfer or otherwise dispose of any such Pledgor’s Pledged Collateral; (h) Such Pledgor will not change its state of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject principal residence without providing thirty (30) days prior written notice to the terms hereof Secured Party; and, upon such acquisition, shall be deemed to be hereby pledged (i) Such Pledgor will not change its name without providing thirty (30) days prior written notice to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Secured Party.

General Covenants. Each Pledgor hereby The Corporation covenants and agrees with the Trustee for the benefit of the Warrantholder that so long as followsany Purchase Warrants remain outstanding: 5.1 Such Pledgor a. it shall do reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon the exercise of the Purchase Warrants; b. it shall cause the Common Shares and the certificates representing the Common Shares acquired pursuant to the valid exercise of the Purchase Warrants to be duly issued and delivered in accordance with the Warrant Certificates and the terms hereof; c. all reasonable acts that may be necessary Common Shares issued upon exercise of the right to acquire provided for herein and appropriate to maintain, preserve and protect in the Pledged Collateral; such Pledgor Warrant Certificates shall be responsible for issued as fully paid and non-assessable; d. the risk of loss of, damage to, or destruction of Corporation will direct the Pledged Collateral owned by such Pledgor, unless such loss is Trustee to keep open the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in Warrant Register and defend will not take any action or proceeding omit to take any action that would have the effect of preventing the Warrantholders from exercising any of the Purchase Warrants or receiving any of the Common Shares upon such exercise; e. the Corporation will make all requisite filings, including filings with securities regulatory authorities in Canada and the United States, in connection with the exercise of the Purchase Warrants and the issue of the Common Shares issuable upon exercise thereon, and will maintain its status as a reporting issuer not in default in the Filing Jurisdictions; f. the Corporation will perform and comply with all of its covenants and agreements set forth in the Underwriting Agreement and the Agency Agreement; g. it will use its best efforts to maintain the listing of the Common Shares on the TSX and the AMEX; h. it will use its best efforts to maintain the listing of the Purchase Warrants on the TSX until the Expiry Date; i. it will use its best efforts to maintain its status as a reporting issuer not in default under, and not be in default in any material respect of the applicable requirements of, the applicable securities laws of each of the provinces of Canada and the federal securities laws of the United States from the date hereof up to and including the Time of Expiry; j. it will register (and maintain such registration of) the Common Shares issuable upon exercise of the Purchase Warrants under the securities laws of all U.S. States in which the Common Shares are not otherwise exempt from such Pledgor is aware which could reasonably be expected securities registration requirements. For purposes of the foregoing, "U.S. States" means the 50 states of the United States of America, the District of Columbia, Puerto Rico and Guam; k. it shall use its best efforts to affect such Pledgor’s title tomaintain its registration statement on Form S-3 (File No. 333-91666), or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that another registration statement on such form filed with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings United States Securities and Exchange Commission with respect to the Pledged CollateralCommon Shares and Purchase Warrants, continuously effective under the U.S. Securities Act of 1933, as amended; l. the Corporation will do, or cause to be done, all things necessary to preserve and keep in full force and effect its corporate existence and carry on and conduct its business in accordance with good business practice; 5.3 Such Pledgor shalland m. generally, it will well and shall cause each truly perform and carry out all of the Companies to, keep separate, accurate acts or things to be done by it as provided in this Indenture or as the Trustee may reasonably require for the better accomplishing and complete records effecting of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any intentions and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Indenture.

General Covenants. Each The Pledgor hereby covenants and agrees as follows: 5.1 Such (a) The Pledgor shall do all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such the Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such the Pledgor, unless such loss is the result of the gross negligence negligence, bad faith or willful misconduct of the Administrative Agent; 5.2 Such Secured Party; (b) The Pledgor shall appear in and defend any action or proceeding of which such the Pledgor is aware which Pledgor in its sole discretion believes could reasonably be expected to affect such the Pledgor’s title to, or the Administrative AgentSecured Party’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the prior written consent of the Administrative Agent such Secured Party the Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such , which consent shall not be unreasonably withheld or delayed; (c) The Pledgor shall, and shall cause each of the Companies Company to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative AgentSecured Party’s security interest hereunder; 5.4 Such ; (d) The Pledgor shall comply with all Laws laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative AgentSecured Party’s rights hereunder; 5.5 Such ; (e) The Pledgor shall pay any and all material taxes, duties, fees or imposts of any nature imposed by any Official Body Governmental Authority on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such ; (f) The Pledgor shall permit the Administrative AgentSecured Party, its officers, employees and agents at reasonable times times, upon reasonable prior notice, to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(cCollateral in accordance with the Credit Agreement; (g) hereof, to To the extent, following the date hereof, such the Pledgor acquires capital stock, shares, shares securities, member membership interests, partnership interests interests, investment property and other ownership interests of any of the Companies Company or any of the rights, property or securities, shares, capital stock, member membership interests, partnership interests interests, investment property or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, all such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative AgentSecured Party; and such and, the Pledgor thereupon thereupon, in confirmation thereof, shall deliver all such securities, shares, capital stock, member membership interests, partnership interests interests, investment property and other ownership interests, interests together with an updated Schedule Exhibit A hereto, to the Administrative Agent, Secured Party together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent Secured Party may request; {N0289348 2 }; (h) Except as otherwise permitted under the Credit Agreement, during the term of this Agreement, the Pledgor shall not sell, assign, replace, retire, transfer or otherwise dispose of its Pledged Collateral; (i) During the term of this Agreement, regarding the Pledged Collateral, the Pledgor shall not permit, without the prior written consent of the Secured Party, any Company to reissue any uncertificated ownership interests in substitution or replacement of existing certificated ownership interests, other than ownership interests which constitute Pledged Collateral that are uncertificated on the date hereof, or treat any uncertificated ownership interests as securities that are subject to Article 8 of the UCC.

General Covenants. Each Pledgor hereby The Corporation covenants with the Investor and agrees all other Holders that so long as followsany Warrants remain outstanding, the Corporation will: 5.1 Such Pledgor shall do all reasonable acts that may (a) maintain its corporate existence and carry on and conduct its business in a proper, efficient and business-like manner and cause to be necessary kept proper books of account in accordance with generally accepted accounting principles; (b) cause the Warrants and appropriate any Warrant Certificates, when issued and countersigned as herein provided, to maintainbe legal, preserve valid and protect binding upon the Pledged Collateral; Corporation with the benefits and subject to the terms of such Pledgor shall be responsible for the risk Warrant Certificates, keep a register of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in Warrantholders and defend transfers and not take any action or proceeding of which such Pledgor is aware which could might reasonably be expected to affect deprive the Warrantholders of their right to purchase pursuant to the Warrants held by them; (c) cause the Common Shares or other securities and the certificates representing the Common Shares from time to time subscribed and paid for pursuant to the exercise of the Warrants to be duly issued and delivered as fully paid and non-assessable shares, free and clear of all charges, liens and encumbrances, and in accordance with the Warrant Certificates and the terms hereof; (d) at all times keep available, and reserve if necessary under applicable law, out of its authorized Common Shares, solely for the purpose of issue upon the exercise of the Warrants, such Pledgor’s title tomaximum number of Common Shares or other securities as shall then be issuable upon the exercise of all Warrants; (e) use its reasonable efforts to maintain its status as a reporting issuer not in default (or equivalent status) under the provincial securities legislation of Alberta, British Columbia and Ontario; (f) use its reasonable efforts to maintain the listing of Common Shares on a National Securities Exchange and to have the Common Shares issued pursuant to the exercise of the Warrants listed and posted for trading on such National Securities Exchange as expeditiously as possible; (g) if, in the opinion of counsel to the Corporation, any instrument is required to be filed with, or the Administrative Agent’s interest inany permission, the Pledged Collateral order or the proceeds thereof; providedruling is required to be obtained from, however, that with the consent of the Administrative Agent such Pledgor may settle such actions any applicable securities commission or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or similar regulatory authority in the aggregate materially impair the use or value provinces and territories of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests Canada or any other ownership interests described step is required under any federal or provincial law of Canada before the Common Shares may be issued or delivered to the holder or resold by such holder, use its reasonable efforts to file such instrument, obtain such permission, order or ruling or take all such other actions, at its expense, as is required or appropriate in the definition circumstances; (h) upon the issue of Pledged Collateral the Warrants and the Common Shares to be issued upon the exercise of Warrants, pay all requisite fees with respect the National Securities Exchange and any applicable securities commission or similar regulatory authority in the provinces and territories of Canada; (i) promptly notify the Warrantholders in writing of any material default under the terms of this Agreement; (j) if the Corporation is a party to any transaction in which the Corporation is not the continuing corporation, the Corporation will obtain all consents which may be necessary or appropriate under applicable laws to enable the continuing or successor corporation to give effect to the Warrants; (k) in the event that materials are not publicly filed pursuant to applicable securities laws, make available to the Warrantholder on an annual basis, its year-end audited financial statements and on a quarterly basis, its unaudited financial statements for the quarter and portion of the Companiesfiscal year then ended, such ownership interests shall be subject to with a reasonable period of time for the terms hereof andpreparation thereof; (l) generally, upon such acquisition, shall be deemed perform and carry out all of the acts or things to be hereby pledged done by it as provided in this Agreement; and (m) do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as may be reasonably required for the Administrative Agent; better accomplishing and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests effecting the intentions and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Agreement.

General Covenants. Each Pledgor hereby (1) The Corporation represents, warrants, covenants and agrees with the Special Noteholders that so long as followsany Special Note remains outstanding and may be converted: 5.1 Such Pledgor shall do (a) the Corporation is duly authorized to create and issue the Special Note and that this Special Note Certificate be valid and enforceable against the Corporation; (b) the Corporation will at all reasonable acts that may times maintain its corporate existence, carry on and conduct its business in a proper and business-like manner and keep or cause to be necessary and appropriate to maintain, preserve and protect kept proper books of account in accordance with generally accepted accounting practice; (c) the Pledged Collateral; such Pledgor shall be responsible Corporation will reserve for the risk of loss of, damage to, purpose and keep available sufficient unissued or destruction created Series B Debentures and Warrants to enable it to satisfy its obligations on the conversion or deemed conversion of the Pledged Collateral owned by such Pledgor, unless such loss is Special Notes; (d) the result of Corporation will enter into the gross negligence or willful misconduct of Trust Indenture on the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings date hereof with respect to the Pledged Collateral; 5.3 Such Pledgor shallcreation and issuance of the Series B Debentures; (e) the Corporation will cause the Warrants from time to time issued pursuant to the conversion or deemed conversion of the Special Note, and shall cause each the certificates representing such Warrants, to be duly issued and delivered in accordance with the Special Notes and the terms hereof; (f) all Common Shares that are issued on conversion of the Companies to, Warrants will be fully paid and non-assessable; (g) the Corporation will keep separate, accurate open on Business Days the registers of holders referred to in section 3.1 and complete records will not take any action or omit to take any action which would have the effect of preventing the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on Special Noteholders from exercising any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of Special Notes or receiving any of the Companies or any Series B Debentures and Warrants upon such conversion; (h) the Corporation will make all requisite filings in connection with the issuance of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any Special Notes and issue of the Companies, such ownership interests shall be subject to Series B Debentures and Warrants; (i) the terms hereof and, upon such acquisition, shall be deemed Corporation will provide the Special Noteholders with the financial statements and other continuous disclosure documents required to be hereby pledged delivered by it to its shareholders under applicable corporate and securities laws; (j) the Administrative AgentCorporation will provide the Special Noteholders with a copy of any prospectus filed by the Corporation qualifying the distribution of the Series B Debentures and Warrants issuable upon the conversion or deemed conversion of the Special Notes; and (k) generally, the Corporation will well and such Pledgor thereupon shall deliver truly perform and carry out all such securities, shares, capital stock, member interests, partnership interests acts and other ownership interests, together with an updated Schedule A hereto, things to the Administrative Agent, together with all such control agreements, financing statements, be done by it as provided in these Terms and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Conditions.

General Covenants. Each Pledgor hereby Kinross represents, warrants, covenants and agrees with the Trustee that so long as followsany Warrant remains outstanding and may be exercised: 5.1 Such Pledgor shall do (a) Kinross is duly authorized to create and issue the Warrants and that the Warrant Certificates, when issued and countersigned as herein provided, will be valid and enforceable against Kinross; (b) Kinross will at all reasonable acts that may times maintain its corporate existence, carry on and conduct its business in a proper and business-like manner and keep or cause to be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible kept proper books of account in accordance with generally accepted accounting practice; (c) Kinross will reserve for the risk of loss of, damage to, or destruction purpose and keep available sufficient unissued Common Shares to enable it to satisfy its obligations on the exercise of the Pledged Collateral owned by such Pledgor, unless such loss is Warrants; (d) Kinross will cause the result Common Shares from time to time issued pursuant to the exercise of the gross negligence Warrants, and the certificates representing such Common Shares, to be duly issued and delivered in accordance with the Warrants and the terms hereof; (e) all Common Shares that are issued or willful misconduct created on exercise of the Administrative Agent; 5.2 Such Pledgor shall appear Warrants will be fully paid and non-assessable; (f) Kinross will cause the Trustee to keep open on business days the registers of holders and registers of transfers referred to in Section 3.1 and defend will not take any action or proceeding omit to take any action which would have the effect of preventing the Warrantholders from exercising any of the Warrants or receiving any of the Common Shares upon such exercise; (g) Kinross will make all requisite filings, including filings with appropriate Securities Commissions, in connection with the exercise of the Warrants and issue of the Common Shares; (h) ▇▇▇▇▇▇▇ shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all other acts, deeds and assurances in law as the Trustee may reasonably require for the better accomplishing and effecting of the provisions and intention of this Indenture; (i) generally, ▇▇▇▇▇▇▇ will well and truly perform and carry out all acts and things to be done by it as provided in this Indenture and will not take any action which such Pledgor is aware which could might reasonably be expected to affect such Pledgor’s title to, deprive the Warrantholders of their rights to acquire Common Shares upon the exercise of the Warrants; (j) Kinross shall maintain its status as a reporting issuer (or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause equivalent) not in default in each of the Companies toQualifying Jurisdictions providing for such a regime and will use its best efforts to maintain the listing of (i) the Common Shares and the Warrants on the Toronto Stock Exchange and (ii) the Common Shares on the American Stock Exchange or the New York Stock Exchange; and (k) Kinross will, keep separate, accurate and complete records no later than the earlier of (i) the date which is 15 days after the five day volume weighed average trading price of the Pledged CollateralCommon Shares on the Toronto Stock Exchange exceeds $4.25; and (ii) April 30, disclosing 2003, file a shelf prospectus in the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply Provinces of Ontario and Quebec and a registration statement on Form F-10 under the Multijurisdictional Disclosure System with all Laws applicable the U.S. Securities and Exchange Commission relating to the Pledged Collateral unless any noncompliance would not individually or in Common Shares issuable on the aggregate materially impair the use or value exercise of the Pledged Collateral Warrants, and use its reasonable best efforts to keep the prospectus continuously effective for so long as shall be necessary to permit the exercise of the Warrants (which period shall terminate no later than the earlier of the Expiry Time or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and date on which all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Warrants have been so exercised).

General Covenants. Each Pledgor hereby (a) The Corporation covenants that it is duly authorized to create and agrees issue the Warrants to be issued hereunder and that the Warrant Certificates, when issued and countersigned as follows:herein provided, will be valid and enforceable against the Corporation, and that, subject to the provisions of this Indenture, the Corporation will cause the Common Shares from time to time subscribed for and purchased pursuant to this Indenture, and the certificates representing the Common Shares, to be duly issued. At all times until the Expiry Date while any of the Warrants are outstanding, the Corporation shall reserve and there shall remain unissued out of its authorized capital a number of Common Shares sufficient to satisfy the exercise of all Warrants then outstanding. All Common Shares issued upon the exercise of the Warrants shall be fully-paid and non-assessable. 5.1 Such Pledgor (b) The Corporation will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as counsel may reasonably require for the better accomplishing and effecting of the intentions and provisions of this Indenture. (c) Subject to the provisions hereof, the Corporation will carry on and conduct and will cause to be carried on and conducted its business in a proper and efficient manner and will cause to be kept proper books of account in accordance with generally accepted accounting practice, provided that the Corporation or any subsidiary of the Corporation may cease to operate or may dispose of any business, premises, property or operation if in the opinion of the directors or officers of the Corporation it would be advisable and in the best interests of the Corporation to do so. Subject to the provisions hereof, the Corporation will do or cause to be done, all things necessary to preserve and keep in full force and effect its corporate existence, provided that nothing herein contained shall prevent the amalgamation, consolidation, merger, sale, 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 if in the opinion of the directors or officers of the Corporation, it would be advisable and in the best interest of the Corporation or of such subsidiary of the Corporation to do so. (d) The Corporation shall take all such steps and actions to do all reasonable acts such things that may reasonably be necessary to maintain the listing and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible posting for the risk of loss of, damage to, or destruction trading of the Pledged Collateral owned by such Pledgor, unless such loss is Common Shares and the result of Warrants on the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in TSX and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title tomaintain its status as a "reporting issuer", or the Administrative Agent’s interest inequivalent thereof, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent not in default of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to requirements of the Pledged Collateral; 5.3 Such Pledgor shall, securities acts and shall cause regulations thereunder of each of the Companies to, keep separate, accurate and complete records provinces of Canada in which it currently is a reporting issuer. (e) The Corporation will use reasonable efforts to ensure that the Common Shares issuable upon the exercise of the Pledged CollateralWarrants will be listed and posted for trading on the TSX upon their issue. (f) If the Corporation shall fail to perform any of its covenants contained in this Indenture, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to Warrant Agent may notify the Pledged Collateral unless any noncompliance would not individually or in Warrant Holders of such failure on the aggregate materially impair the use or value part of the Pledged Collateral Corporation or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on may itself perform any of the Pledged Collateralsaid covenants capable of being performed by it, except to but the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests Warrant Agent shall be subject under no obligation to do so or to notify the terms hereof andWarrant Holders. All sums expended or advanced by the Warrant Agent in performance of its rights provided for in this subsection 5.1(f) shall be repayable as provided in Section 5.2. No such performance, upon such acquisition, expenditure or advance by the Warrant Agent shall be deemed to be hereby pledged to relieve the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and Corporation of any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }default hereunder or its continuing obligations hereunder.

General Covenants. Each Pledgor hereby ‌ The Corporation covenants with the Subscription Receipt Agent and agrees the Agent that so long as followsany Subscription Receipts remain outstanding: 5.1 Such Pledgor (i) it shall at all times maintain its existence and will carry on and conduct its business, and that of its subsidiaries, in a prudent manner in accordance with industry standards and good business practice and will keep or cause to be kept proper books of account in accordance with applicable law and generally accepted accounting principles; (ii) except as contemplated in the Agency Agreement or the Offering Memorandum, it shall not take any action which would result in, or cause any change to, the share capital or capital structure of the Corporation including, but not limited to, a Common Share Reorganization or a Capital Reorganization, or enter into any agreement to do any of the foregoing; (iii) it will perform and carry out all reasonable of the acts or things to be done by it as provided in this Agreement; (iv) prior to the earlier of the Escrow Release Time and the Termination Date, it will not sell the properties or assets of the Corporation as, or substantially as, an entirety, to any other entity; The Corporation covenants with the Subscription Receipt Agent and the Agent that may so long as any Subscription Receipts remain outstanding: (i) it will reserve and conditionally allot for the purpose and keep available sufficient unissued Common Shares to enable it to satisfy its obligations on the conversion of the Subscription Receipts; (ii) it will cause the Underlying Securities to be necessary duly issued pursuant to the conversion of the Subscription Receipts and appropriate the certificates representing such Common Shares, Warrants and Flow Through Shares to maintainbe issued and delivered in accordance with the provisions of this Agreement and the terms hereof and all Underlying Securities that are issued on the conversion of the Subscription Receipts will be fully paid and non-assessable securities; (iii) the Corporation confirms that as at the date hereof it does not have a class of securities registered pursuant to Section 12 of the Exchange Act or a reporting obligation pursuant to Section 15(d) of the Exchange Act. The Corporation covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the Exchange Act, preserve and protect (ii) the Pledged Collateral; Corporation shall incur a reporting obligation pursuant to Section 15(d) of the Exchange Act, or (iii) any such Pledgor registration or reporting obligation shall be responsible for terminated by the risk Corporation in accordance with the Exchange Act, the Corporation shall promptly deliver to the Subscription Receipt Agent an officers' certificate (in a form provided by the Subscription Receipt Agent) notifying the Subscription Receipt Agent of loss of, damage to, such registration or destruction termination and such other information as the Subscription Receipt Agent may reasonably require at the time. The Corporation acknowledges that the Subscription Receipt Agent is relying upon the foregoing representation and covenants in order to meet certain obligations of the Pledged Collateral owned Subscription Receipt Agent with respect to those clients of the Subscription Receipt Agent that are required to file reports with the United States Securities and Exchange Commission under the Exchange Act; (iv) it will cause the Subscription Receipt Agent to keep open the registers of Receiptholders referred to in Section 3.1 hereof as required by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in section and defend will not take any action or proceeding omit to take any action which would have the effect of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title topreventing the Subscription Receiptholders from receiving any Underlying Securities issued upon conversion of the Subscription Receipts; (v) it will make all requisite filings, or the Administrative Agent’s interest inincluding any required filings with appropriate securities commissions and stock exchanges, the Pledged Collateral or the proceeds thereof; providedas applicable, however, that in connection with the consent conversion of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to Subscription Receipts and the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each issue of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor Underlying Securities; (vi) it shall comply with all Laws applicable provide at least fourteen Business Days written notice to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts each Receiptholder of any nature imposed record date to be set or declared by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral Corporation with respect to any meeting or written resolution of holders of Common Shares; (vii) in the Companiesevent that (i) the Corporation delivers the Termination Notice, such ownership interests shall be subject or (ii) if the Escrow Release Notice has not been provided in accordance with the provisions hereof on or prior to the terms hereof andEscrow Release Deadline, upon such acquisitionit will promptly advise the Subscription Receipt Agent, the Receiptholders and the Agent in writing advising of that fact and each Receiptholder shall be deemed to be hereby pledged receive that amount equal to the Administrative Agent; and original Subscription Price therefor plus the Receiptholder's pro rata share of Subscription Receipt interest, if any, on such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to amount (less any applicable withholding tax thereon) of any default under the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes terms of this Agreement as the Administrative Agent may request; {N0289348 2 }and such notice shall be sent within three

General Covenants. Each Pledgor hereby The Corporation covenants and agrees with the Trustee that so long as followsany Class B Warrants remain outstanding: 5.1 Such Pledgor shall do (a) it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon the exercise of the Class B Warrants in the event that the Corporation does not have an unlimited number of Common Shares authorized; (b) it will cause the Common Shares and the certificates representing the Common Shares from time to time acquired pursuant to the exercise of the Class B Warrants to be duly issued and delivered in accordance with the Warrant Certificates and the terms hereof; (c) all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor Common Shares which shall be responsible for the risk of loss of, damage to, or destruction issued upon exercise of the Pledged Collateral owned by such Pledgor, unless such loss is right to acquire provided for herein and in the result Warrant Certificates shall be fully paid and non-assessable; (d) it will use its best efforts to maintain its corporate existence; (e) it will use its best efforts to ensure that all Common Shares of the gross negligence Corporation outstanding or willful misconduct issuable from time to time continue to be traded on the Canadian Dealing Network and/or such other exchange or electronic trading facility as satisfactory to the directors of the Administrative Agent; 5.2 Such Pledgor shall appear Corporation; (f) it will make all requisite filings under applicable Canadian securities legislation including those necessary to remain a reporting issuer not in default in the province of British Columbia; (g) if the Corporation pays a dividend or makes any other distribution in cash or property or securities of the Corporation (including rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares and defend any action including evidences of its indebtedness) to Shareholders prior to the Expiry Date, the Corporation agrees that it will pay the same amount of such dividend or proceeding make the same distribution to the Warrantholders, as if they were holders of such number of Common Shares which such Pledgor is aware which could reasonably be expected Warrantholders are entitled to affect such Pledgor’s title to, or acquire upon the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent exercise of the Administrative Agent Class B Warrants. The Corporation will mail a notice to each holder of Class B Warrants specifying the particulars of such Pledgor may settle payment or distribution within two (2) Business Days of such actions payment or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shalldistribution; (h) generally, it will well and shall cause each truly perform and carry out all of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually acts or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed things to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of done by it as provided in this Agreement as the Administrative Agent may request; {N0289348 2 }Indenture.

General Covenants. Each Pledgor hereby The Corporation covenants with the Trustee for the benefit of the Trustee and agrees the Debentureholders as follows: 5.1 Such Pledgor shall do (a) the Corporation will duly and punctually pay or cause to be paid to every Debentureholder the principal amount, interest and Foregone Interest, if any, evidenced by such Holder's Debentures (including, in the case of default, interest on the amount in default) on the dates, at the places, in the money or securities, and in the manner mentioned herein and in the Debentures; (b) except as herein otherwise expressly provided, the Corporation will at all times maintain its corporate existence and will keep proper books of account in accordance with generally accepted accounting practices. Upon written notice from the Trustee stating that it has reasonable acts grounds to believe that an Event of Default has occurred or may occur, the Corporation will furnish or cause to be necessary furnished to the Trustee or its duly authorized agent or attorney such information relating to its business as the Trustee may reasonably require and appropriate the books of account will be made available for inspection by the Trustee or such agent or attorney; (c) the Corporation will furnish to maintainthe Trustee a copy of all financial statements, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss ofwhether annual or interim, damage to, or destruction of the Pledged Collateral owned by such PledgorCorporation and the report, unless such loss is the result if any, of the gross negligence or willful misconduct Corporation's auditors thereon and of all annual and other periodic reports of the Administrative Agent; 5.2 Such Pledgor Corporation furnished to its shareholders at the same time as they are furnished to such shareholders. No obligation shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that rest with the consent Trustee to analyze such statements or evaluate the performance of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to Corporation in any manner whatsoever; (d) the Pledged Collateral; 5.3 Such Pledgor shall, Corporation will duty and shall cause each punctually perform and carry out all of the Companies to, keep separate, accurate and complete records acts or things to be done by it as provided in this Indenture; (e) the Corporation shall promptly notify the Trustee in writing of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value details of the Pledged Collateral occurrence of any Event of Default; (f) the Corporation will not directly or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall indirectly, declare or pay any and all taxes, duties, fees or imposts dividends on account of any nature imposed by shares or any Official Body on class of its shares now or hereafter outstanding or redeem, retire, defease, purchase or otherwise acquire any shares of any class of capital stock (or set aside or otherwise deposit or invest any sums for any of the Pledged Collateralforegoing purposes) or apply or set apart any sum, except or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of do any of the Companies or any foregoing; (g) if the closing price of the rightsCommon Shares on NASDAQ is less than U.S.$1.00 for any period of 10 consecutive trading days, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition Corporation will consider calling a special meeting of Pledged Collateral with respect to any its shareholders for the purpose of approving a consolidation of the CompaniesCommon Shares on such terms as the directors of the Corporation may approve; (h) the Corporation will reserve and authorize the issuance of a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares in accordance with the terms of the Debentures; (i) the Corporation will cause the Common Shares and the certificates representing the Common Shares from time to time issued in accordance with the terms of the Debentures to be duly issued and delivered in accordance with the Debentures and the terms of the Trust Indenture; and (j) the Corporation shall, such ownership interests shall be subject within three Business Days of a written request by the Trustee, furnish to the terms hereof andTrustee, upon or to such acquisitionother Person as the Trustee may direct, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes a true copy of this Agreement as the Administrative Agent may request; {N0289348 2 }Indenture.

General Covenants. Each Pledgor hereby The Corporation covenants with the Warrant Agent for the benefit of the Warrant Agent and agrees the Warrantholders that so long as followsany Warrants remain outstanding or issuable hereunder, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Corporation: 5.1 Such Pledgor shall do (a) it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Warrant Shares upon the exercise of the Warrants; (b) it will cause the Warrant Shares from time to time acquired pursuant to the exercise of the Warrants to be validly issued and delivered in accordance with the Warrants and the terms hereof; (c) all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor Warrant Shares which shall be responsible for the risk of loss of, damage to, or destruction issued upon exercise of the Pledged Collateral owned by such Pledgor, unless such loss is the result right to acquire provided for herein shall be fully paid and non-assessable common shares of the gross negligence Corporation; (d) it will at all times use reasonable commercial efforts to maintain its existence and carry on its business in the ordinary course; (e) it will use reasonable commercial efforts to ensure that all Common Shares outstanding or willful misconduct issuable from time to time (including without limitation the Warrant Shares issuable on the exercise of the Administrative Agent; 5.2 Such Pledgor shall appear Warrants) continue to be or are listed and posted for trading on the Exchange; (f) it will make all requisite filings under applicable securities laws including those necessary to remain a reporting issuer not in default under applicable securities laws in each of the provinces or territories of Canada where it is or becomes a reporting issuer; (g) generally, it will perform and defend carry out all of the acts or things to be done by it as provided in this Indenture; (h) the Corporation will not take any action or proceeding omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon valid exercise of the Warrants; and (i) the Corporation will promptly notify the Warrant Agent and the Warrantholders in writing of any breach or default under the terms of this Indenture which such Pledgor remains unrectified for more than five Business Days following its occurrence. provided that no covenant in this Section 5.2 shall be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Common Shares ceasing to be listed and posted for trading on the Exchange, so long as the holders of Common Shares receive securities of an entity which is aware which could reasonably be expected to affect such Pledgor’s title tolisted on a stock exchange in Canada, or cash, or the Administrative Agent’s interest in, holders of the Pledged Collateral or Common Shares have approved the proceeds thereof; provided, however, that transaction in accordance with the consent requirements of applicable corporate and securities laws and the policies of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Exchange.

General Covenants. Each Pledgor hereby (a) Kitrinor covenants with and agrees to the Company, the Receipt Agent and the Agents (and for the benefit of Receiptholders) that so long as followsany Subscription Receipts remain outstanding in respect of which an Issuance Right exists: 5.1 Such Pledgor (i) it shall do reserve and keep available a sufficient number of Resulting Issuer Shares to enable it to satisfy its obligations to issue Resulting Issuer Shares in respect of Subscription Receipts; (ii) it shall cause the Resulting Issuer Shares issuable in respect of the deemed exercise of the Subscription Receipts to be duly issued in accordance with this Agreement; (iii) all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor Resulting Issuer Shares which shall be responsible for the risk of loss of, damage to, or destruction issued in respect of the Pledged Collateral owned by such Pledgor, unless such loss is the result deemed exercise of the gross negligence Subscription Receipts shall be fully paid and non-assessable common shares; (iv) it shall at all times maintain its existence and shall carry on and conduct its business in a prudent manner in accordance with industry standards and shall keep or willful misconduct cause to be kept proper books of account in accordance with applicable law; (v) it shall make all requisite filings under applicable laws and regulations, including, without limitation, Canadian securities legislation; (vi) it shall use its reasonable commercial efforts to complete the Merger, including the Consolidation, on or before the Termination Date and as soon as practicable after completion of the Administrative Agent; 5.2 Such Pledgor Merger, it shall appear in and defend cause each Receiptholder to be entered on the register of Shareholders pursuant to Section 3.2(b) hereof; (vii) it shall use its commercially reasonable efforts to ensure that the Resulting Issuer Shares are accepted for listing on the TSXV; (viii) it shall not take any action or proceeding omit to take any action which would have the effect of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, preventing the deemed exercise of any of the Subscription Receipts or the Administrative Receiptholders from receiving any Resulting Issuer Shares issuable upon such deemed exercise; (ix) with respect to any notices to be given or other acts to be performed or which may be given or performed by the Lead Agent’s interest in, for and on behalf of the Pledged Collateral Agents or the proceeds thereofReceipt Agent under or pursuant to this Agreement (including the Irrevocable Direction contemplated by Section 3.1 hereof), it shall provide to the Agents or the Receipt Agent, in a timely manner all such information and documents as any of the Agents or the Receipt Agent may reasonably request and are within the knowledge or control of Kitrinor in order to verify the factual circumstances relating to such notices or acts and, if requested, such information and documents shall be certified as correct by an officer of Kitrinor; (x) from the date hereof to the earlier of the Notice Date or the Termination Date, it shall not, other than as contemplated by the Merger, do any of the following: (1) subdivide or redivide the outstanding Kitrinor Shares into a greater number of Kitrinor Shares; (2) consolidate, reduce or combine the outstanding Kitrinor Shares into a lesser number of Kitrinor Shares; or (3) reclassify the outstanding Kitrinor Shares, change the Kitrinor Shares into other shares or otherwise reorganize the shares of the Corporation; (B) issue or distribute to all or substantially all of the holders of Kitrinor Shares: (1) shares of any class, rights, options or warrants to acquire Kitrinor Shares or securities convertible into or exchangeable for Kitrinor Shares; (2) evidence of Kitrinor’s indebtedness; or (3) any property or other assets; or (C) undertake: (1) any reorganization of Kitrinor or any consolidation, amalgamation, arrangement, merger or other form of business combination of Kitrinor with or into any other person or other entity other than a direct or indirect wholly-owned Subsidiary of Kitrinor; or (2) any sale, lease, exchange or transfer of the undertaking or assets of Kitrinor as an entirety or substantially as an entirety to any other person or entity other than a direct or indirect wholly-owned Subsidiary of Kitrinor or a liquidation, dissolution or winding-up of Kitrinor, provided, however, that with nothing shall prevent Kitrinor from undertaking any intra-group reorganization of its corporate structure, business, operations or assets which may include, without limitation, the consent transfer of assets to, and the assumption of liabilities by, a Subsidiary of Kitrinor or a partnership of which Kitrinor holds the majority of partnership interests, corporate continuance of any Subsidiary of Kitrinor, corporate amalgamations of Kitrinor and any Subsidiary of Kitrinor, dissolution of a Subsidiary of Kitrinor or a partnership of which Kitrinor holds the majority of partnership interests, redemption of shares by a Subsidiary of Kitrinor, capitalization of a Subsidiary of Kitrinor either by way of a loan or equity, and such other intra-group transactions as Kitrinor or any Subsidiary of Kitrinor may consider to be necessary or in its best interests; and (xi) generally, it shall well and truly perform and carry out all of the Administrative acts or things to be done by it as provided in this Agreement. (b) The Company covenants with and to Kitrinor, the Receipt Agent such Pledgor may settle such actions or proceedings with and the Agents (and for the benefit of Receiptholders) that so long as any Subscription Receipts remain outstanding in respect to the Pledged Collateral; 5.3 Such Pledgor shall, of which an Issuance Right exists: (i) it shall at all times maintain its existence and shall carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice and shall keep or cause each to be kept proper books of account in accordance with applicable law; (ii) it shall make all requisite filings under applicable laws and regulations, including, without limitation, Canadian securities legislation; (iii) it shall use its reasonable commercial efforts to complete the Companies to, Merger on or before the Termination Date; (iv) it shall cause the Receipt Agent to keep separate, accurate open the registers of holders and complete records registers of transfers referred to herein and shall not take any action or omit to take any action which would have the Pledged Collateral, disclosing effect of preventing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests deemed exercise of any of the Companies Subscription Receipts or the Receiptholders from receiving any Resulting Issuer Shares issuable upon such deemed exercise; (v) the Company and the Lead Agent, for and on behalf of the rightsAgents shall, property no later than one (1) Business Day prior to the date on which the Merger is to be completed, send to the Receipt Agent the Notice and Direction; (vi) prior to the delivery of the Notice and Direction, the Company shall deliver to the Lead Agent, for and on behalf of the Agents, an officer’s certificate confirming that the Escrow Release Conditions have been satisfied; (vii) if the Escrow Release Conditions are not satisfied on or securitiesprior to the Termination Date, sharesthe Company and the Lead Agent, capital stockfor and on behalf of the Agents, member interests, partnership interests or any other ownership interests described shall notify the Receipt Agent in the definition of Pledged Collateral writing; (viii) with respect to any notices to be given or other acts to be performed or which may be given or performed by the Agents or the Receipt Agent under or pursuant to this Agreement (including the Notice and Direction contemplated by Section 3.1 hereof) the Company shall provide to the Agents or the Receipt Agent, in a timely manner all such information and documents as any of the CompaniesAgents or the Receipt Agent may reasonably request and are within the knowledge or control of the Company in order to verify the factual circumstances relating to such notices or acts and, if requested, such ownership interests information and documents shall be subject certified as correct by an officer of the Company; (ix) from the date hereof to the terms hereof earlier of the Notice Date or the Termination Date, it shall not, other than as contemplated by the Merger, do any of the following: (A) (1) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares; (2) consolidate, reduce or combine the outstanding Common Shares into a lesser number of Common Shares (excepting the proposed Consolidation); or (3) reclassify the outstanding Common Shares, change the Common Shares into other shares or otherwise reorganize the shares of the Corporation; (B) issue or distribute to all or substantially all of the holders of Common Shares: (1) shares of any class, rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares; (2) evidence of the Corporation’s indebtedness; or (3) any property or other assets; or (C) undertake: (1) other than the Merger, any reorganization of the Corporation or any consolidation, amalgamation, arrangement, merger or other form of business combination of the Company with or into any other person or other entity other than a direct or indirect wholly-owned Subsidiary of the Company; or (2) any sale, lease, exchange or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to any other person or entity other than a direct or indirect wholly-owned Subsidiary of the Company or a liquidation, dissolution or winding-up of the Company, provided, however, that nothing shall prevent the Company from undertaking any intra-group reorganization of its corporate structure, business, operations or assets which may include, without limitation, the transfer of assets to, and the assumption of liabilities by, a Subsidiary of the Company or a partnership of which the Company holds the majority of partnership interests, corporate continuance of any Subsidiary of the Company, corporate amalgamations of the Company and any Subsidiary of the Company, dissolution of a Subsidiary of the Company or a partnership of which the Company holds the majority of partnership interests, redemption of shares by a Subsidiary of the Company, capitalization of a Subsidiary of the Company either by way of a loan or equity, and such other intra-group transactions as the Company or any Subsidiary of the Company may consider to be necessary or in its best interests; and (D) generally, upon such acquisitionit shall well and truly perform and carry out all of the acts or things to be done by it as provided in this Agreement. (c) The Company represents to the Receipt Agent and the Agents that it is duly authorized to create, issue and sell the Subscription Receipts and the Subscription Receipts, when issued and countersigned as herein provided, shall be deemed to be hereby pledged to valid and enforceable obligations of the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Company.

General Covenants. Each Pledgor hereby covenants SECTION 17.01. The Mortgagor represents and agrees as follows:warrants that this Mortgage constitutes a legal, valid and binding obligation of the Mortgagor, enforceable in accordance with its terms. 5.1 Such Pledgor shall do all reasonable acts SECTION 17.02. The Mortgagor, within five (5) days after request in person or within ten (10) days after request by writing, will furnish a duly acknowledged written statement in form satisfactory to the Mortgagee setting forth the amount of the Obligations then secured by this Mortgage, and stating either that no offsets or defenses then exist against such Obligations, or if such offsets or defenses are alleged to exist, the nature and extent thereof. SECTION 17.03. In the event of any sale under this Mortgage by virtue of judicial proceedings, the Mortgaged Premises may be sold, subject to all applicable Laws, in one parcel and as an entirety or in such parcels, manner or order as the Mortgagee in its sole discretion may elect. SECTION 17.04. The Mortgagor shall promptly pay upon request all expenses and costs incurred by the Mortgagee, including reasonable attorneys’ fees, together with interest thereon at the rate of interest accruing after an Event of Default as set forth in the Credit Agreement from the date of the payment thereof by the Mortgagee, in connection with any action, proceeding, litigation or claim instituted or asserted by or against the Mortgagee or in which the Mortgagee becomes engaged, including without limitation bankruptcy, reorganization, arrangements, receivership or similar proceedings, wherein it becomes necessary and appropriate in the opinion of the Mortgagee to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for Mortgagee’s interest in the risk of loss of, damage toMortgaged Premises or the security afforded hereby, or destruction to defend or uphold the Lien of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title tothis Mortgage, or the Administrative Agent’s interest invalidity or effectiveness of any assignment of any claim, award, payment, property damage insurance policy or any other right or property conveyed, encumbered or assigned by the Pledged Collateral Mortgagor to the Mortgagee hereunder, or the proceeds thereofpriority of any of the same, and all such expenses and costs, and said interest thereon, shall be added to and become part of the Obligations and be secured in all respects hereby as if part of the original Obligations evidenced by the Credit Agreement and other Loan Documents; provided, however, that with in any action to foreclose this Mortgage or to recover or collect the consent sums due hereunder the provisions of Law and of this Mortgage relative to the recovery of costs, disbursements, commissions, allowances and attorneys’ fees, shall prevail unaffected by this Section 17.04. SECTION 17.05. In the event of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to passage after the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each date of this Mortgage of any Law of the Companies toState of Ohio, keep separate, accurate and complete records of deducting from the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral Mortgaged Premises for the purpose of taxation any Lien thereon, or changing in any way the Laws now in force for the taxation of mortgages, or debts secured thereby, for state or local purposes, or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts manner of the operation of any nature imposed by any Official Body on any such taxes so as to affect the interest of the Pledged CollateralMortgagee, except then and in such event, the Mortgagor shall bear and pay the full amount of such taxes. SECTION 17.06. This Mortgage creates a security interest in the Fixtures and other personalty referred to above and, to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor that any such Fixtures shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall not be deemed to be hereby pledged part of the real estate, shall constitute a security agreement under the Uniform Commercial Code. The Mortgagor agrees to pay to the Administrative Agent; Mortgagee on demand all costs and expenses incurred by the Mortgagee in connection with the preparation, execution, recording, filing and refiling of any instrument or document which the Mortgagee may require in order to perfect and maintain the Mortgagee’s security interest under the Uniform Commercial Code upon such Pledgor thereupon collateral, including the charges for examining title and the attorneys’ fee for rendering an opinion as to the priority of this Mortgage as a valid and subsisting first Lien. Such costs and expenses shall be paid with interest at the rates provided in the Credit Agreement from the date of payment, and the same shall be secured by this Mortgage. Neither a request made by the Mortgagee to the Mortgagor to execute any instrument or document to perfect or maintain the Mortgagee’s security interest nor the failure of the Mortgagee to make such a request shall be construed as a release of such collateral or any part thereof from the Lien of and security interest granted by this Mortgage, it being understood and agreed that this covenant and any such security delivered to the Mortgagee are cumulative and given as additional security. The Mortgagor will execute and deliver all to the Mortgagee on demand and, failing such securitiesexecution and delivery, shareshereby irrevocably appoints the Mortgagee or any officer of the Mortgagee the attorney-in-fact of the Mortgagor to execute, capital stockdeliver and file, member interests, partnership interests such financing statements and other ownership interestsinstruments as the Mortgagee may reasonably require in order to perfect and maintain such security interest under the Uniform Commercial Code upon the aforesaid collateral, together such power being coupled with an updated Schedule A heretointerest. SECTION 17.07. Wherever used in this Mortgage, unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, the word “Mortgagor” or “Mortgagors” shall mean each of the parties executing this instrument, individually, collectively and jointly and severally, their successors and assigns or any subsequent owner or owners of the Mortgaged Premises, the word “Mortgagee” shall mean the party to the Administrative Agent, together with all such control agreements, financing statements, and whom this Mortgage is given or any other documents necessary to implement the provisions and purposes subsequent holder or holders of this Agreement as Mortgage; the Administrative Agent may requestsingular shall include the plural and the plural the singular; {N0289348 2 }the masculine or feminine or neuter gender shall each include the other genders.

General Covenants. Each Pledgor hereby The Corporation covenants with the Warrant Agent, for the benefit of the Warrant Agent and agrees the Warrantholders, that so long as followsany Warrant remains outstanding: 5.1 Such Pledgor 5.2.1 the Warrants, when issued and countersigned as herein provided, will be valid and enforceable against the Corporation and, subject to the provisions of this Indenture; 5.2.2 it will reserve and keep available a sufficient number of Warrant Shares for the purpose of enabling it to satisfy its obligations to issue Warrant Shares upon the exercise of the Warrants; 5.2.3 it will cause the Warrant Shares from time to time acquired pursuant to the exercise of the Warrants to be duly issued and delivered in accordance with the Warrants and the terms hereof; 5.2.4 all Warrant Shares which shall be issued upon exercise of the right to acquire provided for herein shall be fully paid and non-assessable, free and clear of all encumbrances; 5.2.5 it will use commercial best efforts to keep in full force and effect its corporate existence and conduct its business in a prudent manner in accordance with industry standards and good business practice and will keep or cause to be kept proper books of account in accordance with generally accepted accounting practice; 5.2.6 it will use commercial best efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Warrant Shares issuable on the exercise of the Warrants) continue to be or are listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Corporation), and to take all such reasonable steps and actions to do all such reasonable acts things that may be required to maintain its status as a “reporting issuer” not in default of the requirements of Securities Laws where it is or may, from time to time, be a reporting issuer, provided that this clause shall not be construed as limiting or restricting the Corporation to agree to a consolidation, amalgamation, arrangement, takeover bid or merger even if the consideration being offered are not securities that are so listed and posted for trading; 5.2.7 it will make all requisite filings, registrations and notices, including those required to be made under applicable Securities Laws, and those necessary to remain a reporting issuer not in default in each of the provinces and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage toother jurisdictions where it is, or destruction becomes, a reporting issuer and the Corporation shall pay all corresponding fees, in connection with the exercise of the Pledged Collateral owned by such Pledgor, unless such loss is Warrants; 5.2.8 it will cause the result of Warrant Agent to keep open the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in Warrant register and defend will not take any action or proceeding omit to take any action which would have the effect of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or preventing the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on Warrantholders from exercising any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of Warrants or receiving any of the Companies Warrant Shares upon such exercise; 5.2.9 it will provide to the Warrant Agent in a timely manner all such information and documents as the Warrant Agent may reasonably request are within the knowledge or any control of the rightsCorporation in order to verify the factual circumstances relating to such notices or acts and, property if requested, such information and documents shall be certified as correct by an officer of the Corporation; 5.2.10 it will promptly advise the Warrant Agent and the Warrantholders in writing of any default under the terms of this Indenture; 5.2.11 it will not pay or securities, shares, capital stock, member interests, partnership interests give any commission or any other ownership interests described in the definition of Pledged Collateral with respect remuneration to any person, directly or indirectly, for soliciting the exercise of the CompaniesWarrants; 5.2.12 it will do, such ownership interests shall be subject to the terms hereof andexecute, upon such acquisition, shall be deemed acknowledge and deliver or cause to be hereby pledged to done, executed, acknowledged and delivered, all other acts deeds and assurances as the Administrative Agent; Warrant Agent may reasonably require for the better accomplishing and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests effecting of the intentions and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement Indenture; and 5.2.13 generally, it will well and truly perform all its covenants and carry out all of the acts or things to be done by it as the Administrative Agent may request; {N0289348 2 }provided in this Indenture.

General Covenants. Each Pledgor hereby The Company represents, warrants and covenants and agrees as followswith the Warrant Agent for the benefit of the Warrantholders that: 5.1 Such Pledgor (a) except to the extent the Company participates in a merger or business combination transaction which is in the best interest of the Company, it will at all times maintain its existence, carry on and conduct its business as currently carried on, and keep or cause to be kept proper books of account in accordance with generally accepted accounting principles; (b) it is duly authorized to create and issue the Warrants to be issued hereunder and the Warrant Certificates when issued and certified as herein provided will be legal, valid, binding and enforceable obligations of the Company; (c) subject to the provisions of this Indenture, it will cause the Shares from time to time subscribed for and purchased pursuant to the exercise of Warrants and the certificates representing such Shares to be duly issued and delivered in accordance with the Warrants and the terms hereof; (d) at all times while any Warrants are outstanding it shall do reserve and there shall remain unissued and conditionally allotted out of its authorized capital a number of Shares sufficient to enable the Company to meet its obligations to issue Shares on the exercise of Warrants outstanding hereunder from time to time; (e) upon the exercise by the holder of any Warrant of the right of purchase provided for therein and herein and upon payment of the Exercise Price applicable thereto for each Share in respect of which the right of purchase is so exercised, all Shares issuable upon the exercise shall be issued as fully paid and non-assessable; (f) it will use its commercially reasonable best efforts to ensure that the Shares issuable upon exercise of the Warrants will be listed for trading on the Exchange and TSX and any other stock exchange on which the Shares are then listed and posted for trading upon their issue (g) except to the extent the Company participates in a merger or business combination transaction which is in the best interest of the Company and following which the Company is not a “reporting issuer”, the Company will use its commercially reasonable best efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Securities Laws in each of the Qualifying Jurisdictions that have such a concept to the date that is two years following the date hereof; (h) the issue of the Warrants does not and will not result in a breach by the Company of, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach by the Company of any applicable laws, and does not and will not conflict with any of the terms, conditions or provisions of the articles of incorporation of the Company, as amended, or any material trust indenture, loan agreement or any other agreement or instrument to which the Company is a party or by which it is contractually bound on the date of this Indenture; (i) it shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all other acts, deeds and assurances in law as the Warrant Agent may reasonably require for better accomplishing and effecting the intentions and provisions of this Indenture; (j) it will make all requisite filings under applicable laws and regulations, including, without limitation, Securities Laws; (k) with respect to any notices to be given or other acts that to be performed or which may be necessary given or performed by the Warrant Agent under or pursuant to this Indenture, the Company shall provide to the Warrant Agent in a timely manner all such information and appropriate documents as the Warrant Agent may reasonably request and are within the knowledge or control of the Company in order to maintainverify the factual circumstances relating to such notices or acts and, preserve if requested, such notices or acts and, if requested, such information and protect the Pledged Collateral; such Pledgor documents shall be responsible for the risk of loss of, damage to, or destruction certified as correct by an officer of the Pledged Collateral owned by such PledgorCompany; and (l) generally, unless such loss is the result it will well and truly perform and carry out all of the gross negligence acts or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear things to be done by it as provided in this Indenture and defend will not take any action or proceeding of which such Pledgor is aware which could might reasonably be expected to affect such Pledgor’s title to, or deprive holders of Warrants their rights to acquire Shares on the Administrative Agent’s interest in, the Pledged Collateral or the proceeds exercise thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }.

General Covenants. Each Pledgor hereby covenants and agrees as follows: 5.1 (a) Such Pledgor shall do all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged CollateralCollateral and the Collateral Trustee’s interest therein subject to Permitted Pledged Collateral Liens; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Trustee. (b) [Intentionally Deleted] (c) Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative AgentCollateral Trustee’s security interest hereunder; 5.4 ; (d) Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative AgentCollateral Trustee’s rights hereunder; 5.5 Such ; (e) If and to the full extent required under the terms of any contract, agreement, document or instrument related to any of the Companies or their respective shareholders, members, partners or other equity owners, such Pledgor shall pay has heretofore and hereby reaffirms and ratifies its consent and approval to, and all necessary waivers with respect to, the pledge of the Pledged Collateral by any Pledgor under the terms of this Agreement and the exercise by the Collateral Trustee of any and all taxes, duties, fees or imposts of rights and remedies contemplated hereby and such Pledgor hereby waives any nature imposed by any Official Body on any of the Pledged Collateral, except prior notice with respect to the extent contested in good faith by appropriate proceedings; 5.6 such consent and approval. (f) Such Pledgor shall permit the Administrative AgentCollateral Trustee, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 , provided that prior to an Event of Default, the same is done with reasonable advance notice during normal business hours and in accordance with such Pledgor’s standard safety, visit and inspection procedures and no such visit or inspection shall interfere with such Pledgor’s normal business operation; (g) Subject to Section 2(c2(b) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any Subsidiary of the Borrower acquired or formed after the date hereof, other than Excluded Subsidiaries (except for wholly-owned Foreign Companies), or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies or any Subsidiary of the Borrower acquired or formed after the date hereof, other than Excluded Subsidiaries (except for wholly-owned Foreign Companies), such ownership interests shall be subject to the terms hereof and, upon such acquisitionacquisition or formation, shall be deemed to be hereby pledged to the Administrative AgentCollateral Trustee; and and, such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, hereto to the Administrative AgentCollateral Trustee; (h) Except as permitted by the Credit Agreement, together during the term of this Agreement, such Pledgor shall not sell, assign, replace, retire, transfer or otherwise dispose of its Pledged Collateral; (i) Such Pledgor will not change its state of incorporation, formation or organization, as applicable without providing thirty (30) days prior written notice to the Collateral Trustee; (j) Such Pledgor will not change its name without providing thirty (30) days prior written notice to the Collateral Trustee; (k) [Intentionally Deleted] (l) All certificates or instruments representing or evidencing Pledged Collateral shall be delivered to and held by or on behalf of the Collateral Trustee pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Trustee; (m) With respect to any Pledged Collateral in which any Pledgor has any right, title or interest and that constitutes an uncertificated security, such Pledgor will cause the issuer thereof either (i) to note or register the security interest created hereby in the appropriate company records or (ii) to agree in an authenticated record with all such control agreementsPledgor and the Collateral Trustee that upon the occurrence and during the continuance of an Event of Default such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such Pledgor, financing statementsincluding without limitation, the Collateral Trustee’s instructions with respect to the assignment or other transfer of such securities, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Trustee and such Pledgor. With respect to any other documents necessary Pledged Collateral in which any Pledgor has any right, title or interest and that is not an uncertificated security, upon the request of the Collateral Trustee, such Pledgor will notify each such issuer of such Pledged Collateral that such Pledged Collateral is subject to implement the security interest granted hereunder; (n) With respect to any Pledged Collateral in which any Pledgor has any right, title or interest and that constitutes a security entitlement in which the Collateral Trustee is not the entitlement holder, such Pledgor will use its commercial good faith efforts to cause the securities intermediary with respect to such security entitlement to either (i) to identify in its records the Collateral Trustee as the entitlement holder of such security entitlement against such securities intermediary or (ii) agree in an authenticated record with such Pledgor and the Collateral Trustee that, upon the occurrence and during the continuance of an Event of Default, such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Pledgor has a security entitlement) originated by the Collateral Trustee without further consent of such Pledgor, such authenticated record to be in substantially the form of Exhibit A hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Securities Account Control Agreement”); (o) No Pledgor will change or add any securities intermediary that maintains any securities account in which any of the Pledged Collateral is credited or carried, or change or add any such securities account without first complying with the provisions and purposes of this Section 2(l) through (n) in order to perfect the security interest granted hereunder in such Pledged Collateral; and (p) In the event any Pledged Collateral is maintained with any Person that has not entered into a Securities Account Control Agreement as with respect thereto or otherwise subject to the Administrative Agent may request; {N0289348 2 }“control” of the Collateral Trustee within the meaning of Section 9-106 of the Code within 15 Business Days after the date hereof, the average daily account balance in each such account shall not exceed $5,000,000.

General Covenants. Each Pledgor hereby Crystallex represents, warrants, covenants and agrees to and with the Warrant Agent that, so long as followsany Warrant remains outstanding and may be exercised: 5.1 Such Pledgor shall do (a) Crystallex is duly authorized to create and issue the Warrants and that the Warrant Certificates, when issued and countersigned as herein provided, will be valid and enforceable against Crystallex; (b) Crystallex will at all reasonable acts that may times maintain its corporate existence, carry on and conduct its business in a proper and business-like manner, keep or cause to be kept proper books of account in accordance with generally accepted accounting practice and Crystallex will send to Warrantholders copies of all financial statements furnished to its shareholders during the term of this Indenture; (c) Crystallex will continue, and will cause each of its subsidiaries to continue, to engage in business of the same general type as now conducted by Crystallex and its subsidiaries, and will preserve, renew and keep in full force and effect its respective corporate existence and their respective material rights, privileges and franchises necessary or desirable in the normal conduct of business; (d) Crystallex and appropriate each of its subsidiaries will not, in a single transaction or a series of related transactions, (i) consolidate with or merge with or into any other person, or (ii) permit any other person to maintainconsolidate with or merge into it, preserve and protect the Pledged Collateral; such Pledgor unless (x) either (A) Crystallex shall be responsible the survivor of such merger or consolidation or (B) the surviving person shall expressly assume by supplemental agreement all of the obligations of Crystallex under the Subscription Agreements, this Indenture and the Note Indenture; (y) if Crystallex is not the surviving entity, such surviving entity's common shares shall be listed on either The New York Stock Exchange, AMEX, Nasdaq National Market or TSE and (z) Crystallex has delivered to the Warrantholders an officers' certificate and opinion of counsel, each stating that such consolidation, merger or transfer complies with this Indenture, that the surviving person agrees to be bound thereby and that all conditions precedent in this Indenture relating to such transaction have been satisfied; (e) Crystallex will reserve for the risk of loss of, damage to, purpose and keep available sufficient unissued or destruction created Common Shares to enable it to satisfy its obligations on the exercise of the Pledged Collateral owned by Warrants and will issue and deliver such Pledgor, unless such loss is shares in accordance with the result provisions hereof; (f) Crystallex will cause the Common Shares from time to time issued pursuant to the exercise of the gross negligence Warrants, and the certificates representing such Common Shares, to be duly issued and delivered in accordance with the Warrants and the terms hereof; (g) all Common Shares that are issued or willful misconduct created on exercise of the Administrative Agent; 5.2 Such Pledgor shall appear Warrants will be fully paid and non-assessable; (h) Crystallex will cause the Warrant Agent to keep open on business days the registers of holders and registers of transfers referred to in section 3.1 and defend will not take any action or proceeding omit to take any action which would have the effect of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or preventing the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on Warrantholders from exercising any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of Warrants or receiving any of the Companies or any Common Shares upon such exercise; (i) Crystallex is a "reporting issuer" not in default under the securities legislation of each of Ontario, British Columbia, Quebec and Nova Scotia and has timely filed all forms and reports under the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect Exchange Act required to any of the Companies, such ownership interests shall be filed by it since it has become subject to the terms hereof periodic reporting requirements thereunder and there is no material change in the affairs of Crystallex which presently requires disclosure under applicable securities laws which has not been so disclosed and no such disclosure has been made on a confidential basis since June 30, 2002 which has not subsequently been disclosed. Crystallex covenants and agrees to use its reasonable best efforts to ensure that it remains a reporting issuer in good standing under the securities legislation in Ontario until the Expiry Time; (j) Crystallex will make all requisite filings, including filings with the SEC, in connection with the exercise of the Warrants and issue of the Common Shares; and (k) generally, upon such acquisition, shall be deemed Crystallex will well and truly perform and carry out all acts and things to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of done by it as provided in this Agreement as the Administrative Agent may request; {N0289348 2 }Indenture.

General Covenants. Each Pledgor hereby The Corporation covenants and agrees with the Warrant Agent that so long as followsany Warrants remain outstanding, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Corporation: 5.1 Such Pledgor (a) it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Warrant Shares upon the exercise of the Warrants; (b) it will cause the Warrant Shares from time to time acquired pursuant to the exercise of the Warrants to be validly issued and delivered in accordance with the Warrants and the terms hereof; (c) all Warrant Shares which shall do be issued upon exercise of the right to acquire provided for herein shall be fully paid and non-assessable Common Shares; (d) it will, at all times, use commercially reasonable acts that may be necessary and appropriate efforts to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, maintain its status as a “reporting issuer” or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent equivalent thereof not in default under securities legislation of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies toprovinces of Canada in which the Corporation is currently a “reporting issuer” until the Expiry Date; provided that this covenant shall not prevent the Corporation from completing any transaction which would result in the Corporation ceasing to be a “reporting issuer” so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or the United States or cash, keep separate, accurate and complete records the holders of the Pledged Collateral, disclosing Common Shares have approved the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply transaction in accordance with all Laws the requirements of applicable corporate laws and the policies of the TSX-V or the Nasdaq (or such other applicable stock exchange upon which its Common Shares are listed or quoted); (e) the Corporation will not close its transfer books nor take any other action which might deprive a Warrantholder of the opportunity of exercising the right of purchase pursuant to the Pledged Collateral unless any noncompliance would not individually Warrants held by such Person during the period of 14 days after the giving of a notice required by this Indenture or unduly restrict such opportunity; (f) it will use commercially reasonable efforts to maintain its existence and carry on its business in the aggregate materially impair ordinary course, conduct its business in a proper, efficient manner and in accordance with good business practice, and keep or cause to be kept proper books of account in accordance with Canadian generally accepted accounting principles; provided that this covenant shall not prevent the use Corporation from completing any transaction which would result in the Common Shares ceasing to be listed so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or value the United States or cash, and the holders of the Pledged Collateral Common Shares have approved the transaction in accordance with the requirements of applicable corporate laws and the policies of the TSX-V and Nasdaq (or such other applicable stock exchange upon which its Common Shares are listed or quoted); (g) commencing on the date hereof and continuing the date that is 24 months following the Effective Date, the Corporation will use commercially reasonable efforts to maintain the listing (or quotation, as applicable) of the Common Shares on (i)the TSX-V or another “designated offshore securities market” within the meaning of Regulation S under the U.S. Securities Act and (ii) the Nasdaq or another recognized stock exchange or quotation system in the United States; provided that this covenant shall not prevent the Corporation from completing any transaction which would result in the Common Shares ceasing to be listed so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or the Administrative Agent’s rights hereunderUnited States or cash, and the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate laws and the policies of the TSX-V or the Nasdaq (or such other applicable stock exchange upon which its Common Shares are listed or quoted); (h) it will make all requisite filings under applicable Canadian securities legislation including those necessary to remain a reporting issuer not in default in each of the provinces and other Canadian jurisdictions where it is or becomes a reporting issuer; (i) generally, it will well and truly perform and carry out all of the acts or things to be done by it as provided in this Indenture; 5.5 Such Pledgor shall pay any and (j) the Corporation will promptly notify the Warrant Agent and all taxes, duties, fees or imposts the Warrantholders in writing of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to default under the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Warrant Indenture which remains unrectified for more than five (5) days following its occurrence.

General Covenants. Each Pledgor hereby covenants (a) During the Term, each of the Ivanhoe Parties covenants, on a joint and agrees several basis, to BHP as follows, except where such prohibited action is otherwise expressly required or mandated by this Agreement: 5.1 Such Pledgor (i) to ensure that the incorporation documents and by-laws of Operator Company, any Area of Interest LLC or any Joint Venture LLC are not changed or amended without the prior written consent of BHP; (ii) to ensure that the outstanding shares of Operator Company and the equity interests in and respecting each Area of Interest LLC and Joint Venture LLC are not Transferred to Third Parties; (iii) to ensure that the Operator Company, any Area of Interest LLC and any Joint Venture LLC does not carry on any business other than in connection with the Alliance and as contemplated by this Agreement; (iv) to ensure that the Operator Company, an Area of Interest LLC and/or a Joint Venture LLC shall do all reasonable acts that be the only legal and registered owners of the Rights being held for the benefit of the Alliance except as may be necessary permitted by this Agreement; (v) to maintain all legal and appropriate to maintainbeneficial ownership over Operator Company, preserve and protect not alter the Pledged Collateral; such Pledgor shall be responsible for the risk of loss ofownership, damage todebt, or destruction equity of Operator Company without the prior written consent of BHP; (vi) to maintain all legal and beneficial ownership of each Area of Interest LLC or Joint Venture LLC in a manner consistent with the provisions as more particularly set forth elsewhere in this Agreement and the relevant Tax Partnership Agreement, and not to alter the legal or beneficial ownership, debt, or equity of any Area of Interest LLC or any Joint Venture LLC without the prior written consent of BHP or except as may be permitted by this Agreement; (vii) to not cause (or allow any Related Party to cause) any Transfer of any Rights or other interests respecting the Areas of Interest; (viii) to not Encumber or agree to Encumber (or allow any Related Party to Encumber or agree to Encumber) any Rights or other interests in the Areas of Interest except for Permitted Encumbrances; (ix) to perform its, and to cause its Subcontractors to carry out Operations and perform their, activities contemplated by this Agreement in compliance with all applicable Laws (including, without limitation, Anti-Bribery Laws, Sanctions Laws and AML/CTF Laws), and in compliance with the provisions of this Agreement including, without limitation, compliance with clause 18 and HSEC Performance; and (x) in the event that a Work Program and Budget relates to activities in an area that is or comes to be claimed or asserted by an Indigenous Group or in respect of which Indigenous Groups hold or come to hold rights pursuant to applicable Laws or in the event that places or sites linked to their identity, culture or worldview are found, Ivanhoe Parties declare and covenant to BHP that it will adopt all measures and necessary safeguards, in accordance with applicable Laws to avoid any damage to the area and to carry out exploration work and other activities of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that Alliance with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shallrespective Indigenous Groups, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested possible, or at least having made all efforts in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, obtain such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }consent.

General Covenants. Each Pledgor hereby (a) The Company covenants with the Subscription Receipt Agent and agrees the Agents that so long as followsany Subscription Receipts remain outstanding: 5.1 Such Pledgor shall do (i) it will promptly comply with all reasonable acts that may be necessary filing and appropriate other requirements under all applicable Securities Laws, including where required by the Agency Agreement, the filing of amendments to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction Prospectuses in each of the Pledged Collateral owned by such Pledgor, unless such loss Designated Provinces; (ii) The Company will use commercially reasonable efforts to ensure that there is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings available “adequate current public information” with respect to the Pledged Collateral; 5.3 Such Pledgor shall, Company within the meaning of Rule 144(c) under the 1933 Act commencing six months after the Closing Date and shall cause each of at all times thereafter when the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable registration statement referred to in Schedule “F” to the Pledged Collateral unless any noncompliance would Subscription Agreement is not individually or in effective and up to date; (iii) The Company will cause the aggregate materially impair Prospectuses and the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, Registration Statement and any other documents necessary required to implement be filed therewith to be prepared and filed with the Securities Commission in each of the Designated Provinces in accordance with all applicable Securities Laws and as expeditiously as reasonably practicable after the Closing Date, in each case in form and substance reasonably satisfactory to the Agents; (iv) The Company will use its commercially reasonable efforts to obtain receipts for the Prospectuses and the Registration Statement and to qualify the Underlying Common Shares and Warrants for distribution in the Designated Provinces to the holders of Subscription Receipts upon the exercise thereof; (v) Upon or prior to the exercise of the Subscription Receipts, the Company will cause the Final Prospectus to be delivered to each of the registered holders of Subscription Receipts or any transferees thereof; (vi) it will announce by press release the occurrence of the Exchange Date in accordance with the provisions hereof; (vii) it will perform and purposes carry out all of the acts or things to be done by it as provided in this Agreement as Agreement; (viii) it will reserve and keep available a sufficient number of Common Shares for the Administrative Agent may requestpurpose of enabling it to satisfy its obligations to issue Underlying Common Shares and Warrants Shares pursuant to the Subscription Receipts and Warrant Certificates; (ix) it will cause the Underlying Common Shares and Warrants to be duly issued and delivered in accordance with the Subscription Receipts and the terms hereof; {N0289348 2 }and (x) it will use its best efforts to ensure that the Underlying Common Shares and Warrant Shares, upon issuance, are listed and posted for trading on the TSX and the AMEX.

General Covenants. Each Pledgor hereby covenants and agrees as follows: 5.1 (a) Such Pledgor shall do all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in . (b) The capital stock shares, securities, member interests, partnership interests and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, other ownership interests constituting the Pledged Collateral or have been duly authorized and validly issued to such Pledgor (as set forth on Schedule A hereto), are fully paid and nonassessable and constitute the proceeds thereof; provided, however, that with following (i) the consent percentage listed on Schedule A of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shallissued and outstanding capital stock, member interests and shall cause partnership interests of each of the Companies towhich are not Foreign Companies, keep separate, accurate and complete records (ii) the lesser of (x) sixty five percent (65%) of the Pledged Collateralissued and outstanding capital stock, disclosing shares, securities, member interests and partnership interests of each of the Administrative Agent’s Foreign Companies or (y) all of the issued and outstanding capital stock, member interests and partnership interests owned by Borrower or any of its Subsidiaries of each Foreign Company. (c) The security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to interests under the Code in the Pledged Collateral unless any noncompliance would not individually or (Revolver) granted hereunder are valid, perfected and of first priority subject to the Lien of no other Person. Upon the consummation of those actions described in Section 3(c) hereof, the security interests in the aggregate materially impair Pledged Collateral (Revolver) granted hereunder shall be valid, perfected and of first priority subject to the use or value Lien of no other Person under all applicable Law. (d) The security interests under the Code in the Pledged Collateral (Term) granted hereunder are valid, perfected and of second priority subject to the Lien of no other Person except as provided in the Pledge Agreement (Term). Upon the consummation of those actions described in Section 3(c) hereof, the security interests in the Pledged Collateral (Term) granted hereunder shall be valid, perfected and of second priority subject to the Lien of no other Person under all applicable Law, except as provided in the Pledge Agreement (Term). (e) Except as provided on Schedule B attached hereto, there are no restrictions upon the transfer of the Pledged Collateral and such Pledgor has the power and authority and unencumbered right to transfer the Pledged Collateral owned by such Pledgor free of any encumbrances and without the necessity of obtaining the consent of any other Person, other than such consents as have been or will be obtained as of the Administrative Agent’s rights hereunder; 5.5 date hereof or in connection with Pledged Collateral subsequently acquired by Pledgor and other than as provided in the Credit Agreement and the Pledge Agreement (Term). (f) Such Pledgor has all necessary power to execute, deliver and perform this Agreement and all necessary action to authorize the execution, delivery and performance of this Agreement has been properly taken. (g) Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 ; (h) Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 ; (i) Subject to Section 2(c2(d) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, shares securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and and, such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, interests together with an updated Schedule A hereto, to the Administrative Agent, Agent together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; (j) Except as permitted by the Credit Agreement, during the term of this Agreement, such Pledgor shall not sell, assign, replace, retire, transfer or otherwise dispose of its Pledged Collateral; (k) Such Pledgor will not change its state of incorporation, formation or organization, as applicable without providing thirty (30) days prior written notice to the Administrative Agent; (l) Such Pledgor will not change its name without providing thirty (30) days prior written notice to the Administrative Agent; (m) Except as permitted by Sections 8.26 and 8.27 of the Credit Agreement, each Pledgor shall preserve its existence as a corporation or a limited liability company, as applicable, and except as permitted by the Credit Agreement, shall not (i) in one, or a series of related transactions, merge into or consolidate with any other entity, the survivor of which is not such Pledgor, or (ii) sell all or substantially all of its assets; {N0289348 2 }and (n) During the term of this Agreement, such Pledgor shall not permit any Company to treat any uncertificated ownership interests as securities which are subject to Article 8 of the Code.

General Covenants. Each Pledgor hereby The Corporation represents, warrants and covenants and agrees with the Warrant Agent that so long as followsany Warrant remains outstanding: 5.1 Such Pledgor shall do (a) the Corporation is duly authorized to create and issue both the Series I Warrants and the Series II Warrants and that the Series I Warrant Certificates and the Series II Warrant Certificates, when issued and countersigned as herein provided, will be valid and enforceable against the Corporation; (b) the Corporation will at all reasonable acts that may times maintain its corporate existence and keep or cause to be necessary and appropriate to maintain, preserve and protect kept proper books of account in accordance with generally accepted accounting practice; (c) the Pledged Collateral; such Pledgor shall be responsible Corporation will reserve for the risk of loss of, damage to, or destruction purpose and keep available sufficient unissued Common Shares to enable it to satisfy its obligations on the exercise of the Pledged Collateral owned by such Pledgor, unless such loss is both the result Series I Warrants and the Series II Warrants; (d) the Corporation will cause the Common Shares issued pursuant to the exercise of the gross negligence Warrants, and the certificates representing such Common Shares, to be duly issued and delivered in accordance with the terms hereof; (e) all Common Shares that are issued or willful misconduct created on exercise of the Administrative Agent; 5.2 Such Pledgor shall appear in Warrants will be fully paid and defend non-assessable; (f) the Corporation will not take any action or proceeding of which such Pledgor is aware which could omit to take any action that would reasonably be expected to affect have the effect of preventing the Warrantholders from exercising any of the Warrants or receiving any of the Common Shares upon such Pledgor’s title toexercise provided that the Corporation is not precluded from taking any action or omitting to take any action that may effect whether an Exercise Date occurs; (g) the Corporation will perform and carry out all acts and things to be done by it as provided in this Series I and Series II Warrant Indenture and, subject to Section 4.6, will not take any action that might reasonably be expected to deprive the Warrantholders of their rights to acquire Common Shares upon the exercise of the Warrants provided that the Corporation is not precluded from taking any action or omitting to take any action that may effect whether an Exercise Date occurs; (h) subject to Section 4.6, the Corporation will make all requisite filings in connection with the exercise of the Warrants and issuance of the Common Shares; and (i) the Corporation will use reasonable best efforts to maintain its status as a reporting issuer (or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause equivalent) not in default in each of the Companies to, keep separate, accurate Qualifying Jurisdictions providing for such a regime and complete records will use reasonable best efforts to maintain the listing of the Pledged CollateralCommon Shares and the Series I Warrants and the Series II Warrants on the TSX. For greater certainty, disclosing using reasonable best efforts to maintain the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor listing of the Common Shares, the Series I Warrants and the Series II Warrants shall comply with all Laws applicable to not preclude the Pledged Collateral unless any noncompliance would not individually Directors from approving or recommending a transaction which may result in a Change of Control that causes the de-listing of the Common Shares and/or Series I Warrants and/or Series II Warrants provided that, in the aggregate materially impair the use or value event that such transaction gives rise to a Change of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject Control that both (x) is subject to Section 2(c4.7(2) hereof, to and (y) causes the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed Common Shares to be hereby pledged delisted, the Corporation elects in connection with the completion of such transaction to the Administrative Agent; purchase for cancellation or cancel and such Pledgor thereupon shall deliver exchange all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together unexercised Warrants in accordance with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Section 4.7(2).

General Covenants. Each Pledgor hereby covenants and agrees as follows: 5.1 (a) Such Pledgor shall do all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in . (b) The capital stock shares, securities, member interests, partnership interests and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, other ownership interests constituting the Pledged Collateral or have been duly authorized and validly issued to such Pledgor (as set forth on Schedule A hereto), are fully paid and nonassessable and constitute the proceeds thereof; provided, however, that with following (i) the consent percentage listed on Schedule A of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shallissued and outstanding capital stock, member interests and shall cause partnership interests of each of the Companies towhich are not Foreign Companies, keep separate, accurate and complete records (ii) the lesser of (x) sixty five percent (65%) of the Pledged Collateralissued and outstanding capital stock, disclosing shares, securities, member interests and partnership interests of each of the Administrative Agent’s Foreign Companies or (y) all of the issued and outstanding capital stock, member interests and partnership interests owned by Borrower or any of its Subsidiaries of each Foreign Company. (c) The security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to interests under the Code in the Pledged Collateral unless any noncompliance would not individually or (Revolver) granted hereunder are valid, perfected and of first priority subject to the Lien of no other Person. Upon the consummation of those actions described in Section 3(c) hereof, the security interests in the aggregate materially impair Pledged Collateral (Revolver) granted hereunder shall be valid, perfected and of first priority subject to the use or value Lien of no other Person under all applicable Law. (d) The security interests under the Code in the Pledged Collateral (Term) granted hereunder are valid, perfected and of second priority subject to the Lien of no other Person except as provided in the Pledge Agreement (Term). Upon the consummation of those actions described in Section 3(c) hereof, the security interests in the Pledged Collateral (Term) granted hereunder shall be valid, perfected and of second priority subject to the Lien of no other Person under all applicable Law, except as provided in the Pledge Agreement (Term). (e) Except as provided on Schedule B attached hereto, there are no restrictions upon the transfer of the Pledged Collateral and such Pledgor has the power and authority and unencumbered right to transfer the Pledged Collateral owned by such Pledgor free of any encumbrances and without the necessity of obtaining the consent of any other Person, other than such consents as have been or will be obtained as of the Administrative Agent’s rights hereunder; 5.5 date hereof or in connection with Pledged Collateral subsequently acquired by Pledgor and other than as provided in the Credit Agreement and the Pledge Agreement (Term). (f) Such Pledgor has all necessary power to execute, deliver and perform this Agreement and all necessary action to authorize the execution, delivery and performance of this Agreement has been properly taken. (g) Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 ; (h) Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 ; (i) Subject to Section 2(c2(d) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, shares securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and and, such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, interests together with an updated Schedule A hereto, to the Administrative Agent, Agent together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }; (j) Except as permitted by the Credit Agreement, during the term of this Agreement, such Pledgor shall not sell, assign, replace, retire, transfer or otherwise dispose of its Pledged Collateral; (k) Such Pledgor will not change its state of incorporation, formation or organization, as applicable without providing thirty (30) days prior written notice to the Administrative Agent; (1) Such Pledgor will not change its name without providing thirty (30) days prior written notice to the Administrative Agent;

General Covenants. Each Pledgor So long as any of the Notes remains outstanding, the Issuer hereby covenants with the Trustee that it will:- (a) at all times carry on and agrees conduct its affairs and procure each of its Principal Subsidiaries to carry on and conduct their affairs in a proper and efficient manner; (b) at all times keep proper books of account; (c) procure that no Event of Default applicable to it shall occur and give notice in writing to the Trustee promptly upon becoming aware of the occurrence of any Event of Default or Potential Event of Default and without waiting for the Trustee to take any action in respect thereof; (d) at all times give to the Trustee such information regarding itself, its subsidiaries and the Notes as follows:it shall reasonably require for the purpose of the discharge of the duties, powers, trusts, authorities and discretions vested in it by this Trust Deed or by operation of law and in particular, but without prejudice to the generality of the foregoing, will, subject to any written law for the time being in force, to the same extent as if the Trustee or any approved company auditor appointed by the Trustee were a director of the Issuer:- 5.1 Such Pledgor (i) (in the event that the Trustee has reasonable grounds to believe that an Event of Default has occurred or is likely to occur or a Potential Event of Default has occurred) make available for its or his inspection the whole of the accounting and other records of the Issuer and its subsidiaries; and (ii) (in the event that the Trustee has reasonable grounds to believe that an Event of Default has occurred or is likely to occur or a Potential Event of Default has occurred) give to it or him such information as it or he requires with respect to all matters relating to the accounting and other records of the Issuer and its subsidiaries, provided that so long as no Event of Default has occurred, this undertaking shall not apply to confidential information; (e) send to the Trustee (i) as soon as available and in any event within 150 days after the end of each of its financial years (beginning with the current one), a copy of its annual report and audited accounts (both consolidated and unconsolidated) as at the end of and for that financial year and (ii) as soon as available and in any event within 90 days after the end of the first six months of each of its financial years (beginning with the current one), a copy of its unaudited accounts (both consolidated and unconsolidated) as at the end of and for that six month period; (f) make available for inspection by Noteholders at its registered office copies of each annual balance sheet and profit and loss statement sent to the Trustee pursuant to paragraph (e) above as soon as practicable after the date of issue thereof; (g) send to (i) the Trustee prior to the date of publication, a copy of each notice to the Noteholders to be published in accordance with Condition 15 and (ii) the Stock Exchange prior to the date of publication, three copies of each notice to the Noteholders to be published in accordance with Condition 15; (h) at the same time as sent to its shareholders, deliver to the Trustee copies of any circular, document or other written information sent to its shareholders as such; (i) at all times execute and do all such further documents, acts and things as are necessary at any time or times in the reasonable acts opinion of the Trustee to give effect to the terms and conditions of the Issue Documents; (j) in the event of the unconditional payment to the Issuing and Paying Agent or the Trustee of any sum due in respect of the Notes or any of them or any of the Coupons relative thereto being made after the due date for payment in respect thereof, forthwith cause notice to be given to the Noteholders in accordance with Condition 15 that such payment has been made; (k) if the Notes are so listed, use all reasonable endeavours (i) to maintain the listing of the Notes on the Stock Exchange or, if the Issuer is unable to do so having used all reasonable endeavours or if the maintenance of such listing is agreed by the Trustee to be unduly onerous or if the Trustee is satisfied that the respective interests of the Noteholders would not be materially prejudiced, use all reasonable endeavours to obtain and maintain the quotation for, or listing of, the Notes on such other stock exchange or exchanges as it may (with the approval of the Trustee (such approval not to be unreasonably withheld)) decide and (ii) to procure that there will at all times be furnished to any stock exchange on which the Notes are for the time being listed or quoted on its application such information, documents, instruments and undertaking and do all things that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; on its part as such Pledgor shall be responsible stock exchange may require in accordance with its normal requirements or in accordance with any arrangements for the risk of loss oftime being made with any such stock exchange; (l) comply in all material respects with its obligations under the Agency Agreement and the Depository Agreement and, damage to, or destruction without prejudice to the generality of the Pledged Collateral owned foregoing, at all times maintain an Issuing and Paying Agent with a specified office in Singapore and (in the case of Floating Rate Notes and Variable Rate Notes), an Agent Bank with a specified office in Singapore and three Reference Banks; (m) use reasonable endeavours to ensure that the Issuing and Paying Agent complies with its obligations under the Agency Agreement and the Agent Bank complies with its obligations under the Agency Agreement, not make any modification or amendment to the Agency Agreement or (unless the same is required by such Pledgor, unless such loss is the result of Depository) the gross negligence or willful misconduct of Depository Agreement without the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the prior written consent of the Administrative Agent Trustee (such Pledgor may settle consent not to be unreasonably withheld) and use reasonable endeavours to make such actions or proceedings with respect amendments to the Pledged CollateralAgency Agreement or the Depository Agreement as may reasonably be required by the Trustee (subject to the agreement of the Issuing and Paying Agent, the Agent Bank or, as the case may be, the Depository); (n) in the event that the Agent Bank shall not perform its obligations under Condition 4 to notify the Issuer of the Rate of Interest in respect of any Interest Period, forthwith notify the Trustee of such fact; (o) give not less than 30 days' notice to the Noteholders of the proposed appointment or removal of any Agent and, if the Trustee considers it necessary, of any change in the name or specified office of such Agent (subject to the Issuer having received notice of such change in accordance with the provisions of the Agency Agreement) but so that no such notice of termination or appointment of any Agent with a specified office in Singapore shall take effect until a new Agent with a specified office in Singapore approved by the Trustee has been appointed on terms approved by the Trustee in accordance with the Agency Agreement; (p) use reasonable endeavours to procure that the Issuing and Paying Agent shall notify the Trustee forthwith in the event that it does not on the due date for repayment of the Notes or any of them or the due date for payment of any of the Coupons relative thereto, receive unconditionally the full amount in the currency in which the Notes are denominated of the moneys payable on such due date on all such Notes or Coupons, as the case may be; (q) not do or permit any act or omission whereby it would without the prior consent of the Trustee cease to be domiciled or to be resident (for the purposes of taxation jurisdiction) in Singapore; (r) within one month after 31st March, 30th June, 30th September and 31st December in each year (commencing with 31st March, 2002) prepare and lodge with the Trustee and the Stock Exchange a report signed by two Directors of the Issuer relating to the quarterly period prior to the relevant date, which report shall state:- (i) whether or not the limitations on the amount that the Issuer may borrow as herein provided have been exceeded; (ii) whether or not the Issuer and the guarantor companies (if any) have observed and performed all the covenants and obligations binding on them by or pursuant to this Trust Deed; (iii) whether or not any Event of Default has occurred and, if so, whether it is continuing and particulars thereof; (iv) whether or not any material trading or capital loss has been sustained by the Group or any guarantor company (if any); (v) whether or not any circumstances materially affecting the Group or any guarantor company (if any) have occurred which adversely affect the Notes and, if so, particulars of those circumstances; (vi) whether any contingent liabilities have been incurred by the Issuer or any guarantor company (if any) and, if so, the amount thereof and whether or not any contingent liability has matured or is likely to mature within the succeeding 12 months which will materially affect the Issuer or any guarantor company (if any) in its ability to repay the Notes; (vii) whether or not there has been any change in any accounting method or methods of valuation of assets or liabilities of the Issuer; (viii) whether or not any circumstances have arisen which render adherence to the existing method of valuation of assets or liabilities of the Issuer misleading or inappropriate; 5.3 Such Pledgor shalland (ix) whether or not any substantial change has taken place in the nature of the business of the Issuer or any guarantor company (if any) since the date of this Trust Deed and, if so, particulars of that change; (s) (without prejudice to paragraph (e) above), send to the Trustee and shall cause to the Stock Exchange within three months of the expiration of the first six months of each of its financial years a copy of its unaudited consolidated balance sheet and profit and loss account as at the Companies toend of and for the relevant six month period; (t) as soon as practicable but not later than 15 days after request by the Trustee, keep separatedeliver a certificate signed by one of its duly authorised officers to the effect that, accurate to the best of its knowledge, information and complete records belief:- (i) there did not exist, as at a date not more than five days prior to the date of the Pledged Collateralcertificate, disclosing any Event of Default or, if such an Event of Default did then exist, specifying the Administrative Agent’s security interest hereundersame; 5.4 Such Pledgor and (ii) as at a date not more than five days prior to the date of such certificate, it has complied with its obligations contained in this Trust Deed or, if such is not the case, specifying the circumstances of such non-compliance; (u) send to the Trustee as soon as practicable and in any event within seven days after being so requested by the Trustee in writing, a certificate of the Issuer signed by any duly authorised officer setting out the total principal amount of Notes which, at the date of such certificate, were held by or on behalf of the Issuer or its subsidiaries; (v) ensure that any Director shall immediately notify the Trustee in the event that the Issuer or its Directors shall become aware that the Issuer is unable to fulfil or comply with all Laws applicable to any of the Pledged Collateral unless provisions of this Trust Deed; (w) not pay any noncompliance would not individually dividend, whether in cash or in the aggregate materially impair the use specie, reduce its capital or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay make any and all taxes, duties, fees or imposts of other distribution to its shareholders while any nature imposed by any Official Body interest on any of the Pledged CollateralNotes is overdue and unpaid or while any of the Notes which has become payable has not been paid off as a consequence of default by the Issuer; (x) subject to any order to the contrary that may be issued by the Registrar of Companies, comply in all respects with the requirements of Section 200 of the Companies Act, Chapter 50 of Singapore; (y) if the Issuer shall become obliged to redeem the Notes prior to their stated maturity date in accordance with Condition 9, not less than 10 days nor more than 30 days prior to the date of publication of the notice of redemption required to be given to the Noteholders in accordance with the Conditions give notice of such intention to the Issuing and Paying Agent and the Trustee, stating the date on which the Notes are to be redeemed; (z) obtain or cause to be obtained, maintain in full force and effect and comply in all respects with any conditions or restrictions imposed in connection with every consent, authorisation, approval or other orders of all regulatory or relevant authorities and do, or cause to be done, all other acts and things, which may from time to time be necessary under applicable law for the continued due performance of its obligations under the Notes, the Coupons or the Issue Documents; (aa) file or procure the filing of a "Return on Debt Securities" in the form prescribed under the 1999 Monetary Authority of Singapore ("MAS") Guidelines to both the Monetary Authority of Singapore and the Inland Revenue Authority of Singapore within ten business days from the relevant date of issue of the Notes of each Series and any other related documents required by the relevant authorities to be timeously filed; (bb) ensure that its payment obligations under this Trust Deed rank and will at all times rank equally and rateably in all respects with all its other unsecured indebtedness except for such indebtedness as would, by virtue only of the law in force in Singapore, be preferred in the event of a winding up; (cc) not, and will ensure that none of its Principal Subsidiaries will, create or have outstanding any mortgage, charge, pledge or other security interest over the whole or any part of its undertakings, assets, property or revenues, present or future, where such mortgage, charge, pledge or other security interest is given, or is intended to be given, to secure the indebtedness of, or guaranteed by, the Issuer or any of its Principal Subsidiaries unless such mortgage, charge, pledge or other security interest is forthwith extended equally and rateably to the indebtedness of the Issuer in respect of the Notes, except to for:- (i) liens arising solely by operation of law (or by an agreement evidencing the extent same) in the ordinary course of its business in respect of indebtedness which either (1) has been due for less than 14 days or (2) is being contested in good faith and by appropriate proceedingsmeans; 5.6 Such Pledgor and (ii) any security created or to be created with the prior consent of the Trustee; (dd) not, and will ensure that none of its Principal Subsidiaries will, (whether by a single transaction or a number of related or unrelated transactions and whether at one time or over a period of time) sell, transfer, lease out, lend or otherwise dispose of (whether outright, by a sale-and-repurchase or sale-and-leaseback arrangement, or otherwise) all or substantially all of its assets nor of any part of its assets which, either alone or when aggregated with all other disposals required to be taken into account under this paragraph (dd), is substantial in relation to its assets, or those of itself and its Principal Subsidiaries, taken as a whole or the disposal of which (either alone or when so aggregated) could have a material adverse effect on it. The following disposals shall permit not be taken into account under this paragraph (dd):- (i) disposals in the Administrative Agentordinary course of business; (ii) disposals on normal commercial terms of obsolete assets or assets no longer required for the purpose of the Issuer's or, its officersas the case may be, employees such Principal Subsidiary's business; (iii) the exchange of assets of a similar nature and agents value; (iv) any sale-and-leaseback of assets of an aggregate amount at reasonable times to inspect all books and records related any one time not exceeding 35 per cent. of the total assets of the Issuer or, as the case may be, such Principal Subsidiary (as determined by the Trustee by reference to the Pledged Collateral; 5.7 Subject latest audited financial statements of the Issuer or, as the case may be, such Principal Subsidiary); (v) any sale or lease of assets by the Issuer or, as the case may be, such Principal Subsidiary to Section 2(c) hereofa special purpose vehicle, being a transaction having the principal commercial or economic effect of an "off-balance sheet" financing scheme, with a leaseback of the assets to the extentIssuer or, following as the date hereofcase may be, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests Principal Subsidiary and other ownership interests of any an option on the part of the Companies or Issuer or, as the case may be, such Principal Subsidiary to repurchase the assets; and (vi) any of disposal which the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described Trustee shall have agreed shall not be taken into account; (ee) ensure that there is no material change in the definition nature of Pledged Collateral with respect to any its business, or the business of the Companiesitself and its subsidiaries taken as a whole (whether by a single transaction or a number of related or unrelated transactions, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }whether at one time

General Covenants. Each Pledgor hereby (a) The Company covenants with and agrees to the Receipt Agent and the Agents (and for the benefit of Receiptholders) that so long as followsany Subscription Receipts remain outstanding in respect of which an Issuance Right exists: 5.1 Such Pledgor (i) except as contemplated in the Agency Agreement, it shall not take any action which would result in, or cause any change to, the share capital or capital structure of the Company including, but not limited to, a Share Reorganization, a Rights Offering, a Special Distribution or a Capital Reorganization, or enter into any agreement to do any of the foregoing; (ii) it shall reserve and keep available a sufficient number of Common Shares to enable it to satisfy its obligations to issue Common Shares upon the automatic conversion of the Subscription Receipts in accordance with this Agreement; (iii) it shall cause the Common Shares issuable in respect of the deemed exercise of the Subscription Receipts to be duly issued in accordance with this Agreement; (iv) it shall cause the Warrants issuable in respect of the deemed exercise of the Subscription Receipts to be duly issued in accordance with this Agreement and the Warrant Indenture, as applicable; (v) it shall reserve and keep available a sufficient number of Common Shares to enable it to satisfy its obligations to issue Common Shares upon the conversion of the Warrants in accordance with the Warrant Indenture; (vi) all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor Common Shares which shall be responsible for the risk of loss of, damage to, or destruction issued in respect of the Pledged Collateral owned by such Pledgor, unless such loss is the result deemed exercise of the gross negligence Subscription Receipts and Warrants shall be fully paid and non-assessable Common Shares; (vii) it shall at all times maintain its existence and will carry on and conduct its business, and that of its material subsidiaries, in a prudent manner in accordance with industry standards and good business practice and will keep or willful misconduct cause to be kept proper books of account in accordance with applicable law and generally accepted accounting principles; (viii) it shall make all requisite filings under applicable laws and regulations, including, without limitation, Canadian securities legislation; (ix) the Administrative Agent; 5.2 Such Pledgor shall appear in Company will cause the Receipt Agent to keep open the registers of holders and defend registers of transfers referred to herein and will not take any action or proceeding omit to take any action which would have the effect of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or preventing the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests deemed exercise of any of the Companies Subscription Receipts or the Receiptholders from receiving any Common Shares or Warrants issuable upon such deemed exercise; (x) if: (A) the Company advises GMP or announces to the public that it does not intend to satisfy the Escrow Release Conditions, or (B) in the sole opinion of the rightsCompany, property the Escrow Release Conditions will not be satisfied on or securitiesprior to September 19, shares2016, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral Company shall forthwith deliver to GMP and the Receipt Agent a Termination Notice; (xi) with respect to any notices to be given or other acts to be performed or which may be given or performed by the Agents or the Receipt Agent under or pursuant to this Agreement (including the notice contemplated by Section 3.1 hereof) the Company shall provide to the Agents or the Receipt Agent, in a timely manner all such information and documents as any of the CompaniesAgents or the Receipt Agent may reasonably request and are within the knowledge or control of the Company in order to verify the factual circumstances relating to such notices or acts and, if requested, such ownership interests information and documents shall be subject certified as correct by an officer of the Company; (xii) upon becoming aware of the same, the Company shall promptly advise the Agents and the Receiptholders in writing of any default under this Agreement; and (xiii) generally, it shall well and truly perform and carry out all of the acts or things to be done by it as provided in this Agreement or in order to consummate the transactions contemplated thereby. (b) The Company represents to the terms hereof andReceipt Agent and the Agents that it is duly authorized to create and issue the Subscription Receipts and the Subscription Receipts, upon such acquisitionwhen issued and countersigned as herein provided, shall be deemed to be hereby pledged to valid and enforceable obligations of the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Company.

General Covenants. Each Pledgor hereby covenants and agrees as follows: 5.1 (a) Such Pledgor shall do all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 . (b) Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 , and such Pledgor shall be bound by Section 5.9 [Taxes] of the Credit Agreement; (c) Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject Collateral (provided that the Adminstrative Agent shall have no duty to Section 2(cconduct any such inspections); (d) hereofPledgor will, within a reasonable amount of time (and in any event within fifteen (15) Business Days after the purchase or acquisition thereof) upon the purchase or acquisition of any additional equity interests of any Company, deliver to the extentCollateral Agent the certificates, following if any, evidencing such equity interests as required by Section 2(b) above, together with a pledge amendment, duly executed by Pledgor, in substantially the date hereofform of Exhibit A hereto (a “Pledge Amendment”), in respect of the additional shares which are to be pledged pursuant to this Agreement. Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all shares listed on any Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral; (e) Except as permitted by the Credit Agreement during the term of this Agreement, such Pledgor acquires capital stockshall not sell, sharesassign, securitiesreplace, member interestsretire, partnership interests and other transfer or otherwise dispose of its Pledged Collateral; and (f) During the term of this Agreement, such Pledgor shall not permit any Company to treat any uncertificated ownership interests of any as securities which are subject to Article 8 of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Code.

General Covenants. Each Pledgor hereby covenants and agrees (A) At any time that a Shelf Registration Statement is effective, if Licensor delivers a notice to Licensee stating that it intends to sell all or part of the Licensee Shares (a “Shelf Offering”), then Licensee shall amend or supplement the Shelf Registration Statement as follows: 5.1 Such Pledgor shall do all reasonable acts that may be necessary and appropriate in order to maintainenable such Licensee Shares to be distributed in accordance with the Shelf Offering. For the purposes of this Section 6.06(b) in its entirety, preserve and protect Licensee Shares shall include any shares of Licensee Common Stock issued to Licensor after the Pledged Collateral; such Pledgor shall be responsible for date hereof in accordance with the risk of loss of, damage to, or destruction terms of the Pledged Collateral owned by such Pledgor, unless such loss is Support Services Agreement (the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof“Additional Shares”); provided, however, in no event will Licensee be required to register any Additional Shares until such Additional Shares have actually been issued and delivered to Licensor. (B) Licensee shall use commercially reasonable efforts to (i) cause such the Licensee Shares to be listed on the NYSE American, (ii) provide and cause to be maintained a transfer agent and registrar for the Licensee Shares from and after a date not later than the effective date of such registration statement, and (iii) instruct Licensee’s transfer agent for delivery of Licensee Shares into street name with The Depository Trust Company, and deliver to Licensee’s transfer agent any legal opinions so that such Licensee Shares shall not bear any restrictive legends, upon the sale by Licensor of any and/or all Licensee Shares under the Shelf Registration Statement or pursuant to Rule 144. (C) Except for registration rights granted on or about the date hereof and which are substantially in the form (except for the names of the applicable counterparties) as set forth in the form of Share Transfer Agreement attached hereto as Schedule I but for which any differences from the form do not conflict with the consent provisions of this Section 6.06(b) (for the Administrative Agent sake of clarity, such Pledgor may settle such actions differences exclude any carve-back or proceedings similar provision that would allow other registration rights recipients to have seniority in any registration statement or be able to exclude Licensor from registering and selling shares through the Shelf Registration Statement), Licensee represents that it has not granted to any person or third party any demand, piggyback, or shelf registration rights the terms of which conflict with respect the rights granted to the Pledged Collateral; 5.3 Such Pledgor shallLicensor hereunder, and shall cause each not do so without the prior written consent of the Companies toLicensor, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor not to be unreasonably withheld provided that Licensor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to any carve-back or similar provisions that would impede or impair Licensor’s ability to sell the terms hereof Licensee Shares under the Shelf Registration Statement. (D) Licensee shall promptly notify Licensor in writing at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in the Shelf Registration Statement contains a Misstatement. Upon receipt of written notice from Licensee: (a) that the Shelf Registration Statement contains a Misstatement; (b) of any request by the SEC for any amendment or supplement to the Shelf Registration Statement or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to the Shelf Registration Statement so that, the prospectus as thereafter delivered to the purchasers of the securities covered by the Shelf Registration Statement, will not contain a Misstatement; or (c) of the commencement of any blackout period under the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy or any suspension by Licensee, pursuant to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, of the ability of all “insiders” covered by such program to transact in Licensee’s securities because of the existence of material non-public information, Licensor shall immediately discontinue disposition of Licensee Shares pursuant to the Shelf Registration Statement until (x) in the case of (a) or (b), it has received copies of a supplemented or amended prospectus to the Shelf Registration Statement which does not contain a Misstatement (it being understood that Licensee hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by Licensee that the use of the Shelf Registration Statement may be resumed, or (y) in the case of (c), until the restriction on the ability of “insiders” to transact in Licensee’s securities is removed, and, upon if so directed by Licensee, Licensor will deliver to Licensee all copies, other than permanent file copies then in Licensor’s possession, of the most recent prospectus covering the Licensee Shares at the time of receipt of such acquisitionnotice. (E) If Licensor, shall in its sole and exclusive judgment, determines that it might be deemed to be hereby pledged an underwriter or a controlling person of Licensee, Licensee shall amend or supplement the Shelf Registration Statement as may be necessary to insert language provided by Licensor, in form and substance satisfactory to the Administrative Agent; Licensor, which in the reasonable judgment of the undersigned and its counsel should be included as a result of such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }determination.

General Covenants. Each Pledgor hereby The Corporation covenants and agrees with the Warrant Agent that so long as followsany Warrants remain outstanding: 5.1 Such Pledgor shall do (a) it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Warrant Shares upon the exercise of the Warrants; (b) it will cause the Warrant Shares from time to time acquired pursuant to the exercise of the Warrants to be duly issued and delivered in accordance with the Warrants and the terms hereof; (c) upon payment of the aggregate Exercise Price therefor, all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor Warrant Shares which shall be responsible for the risk of loss of, damage to, or destruction issued upon exercise of the Pledged Collateral owned by such Pledgorright to acquire provided for herein shall be fully paid and non-assessable, unless such loss is free and clear of all encumbrances; (d) it will use reasonable commercial efforts to maintain its existence and carry on its business in the result ordinary course; (e) generally, it will well and truly perform and carry out all of the gross negligence acts or willful misconduct things to be done by it as provided in this Indenture; (f) in the event that both (A) the Receipt is obtained and (B) the Registration Statement has been declared effective by the SEC, it will give written notice to the Warrant Agent and the Agents of the Administrative issuance of the Receipt and filing of the Registration Statement and specifying the Qualification Date Expiry, not later than two Business Day after the issuance of such Receipt and filing of such Registration Statement; and the Company will provide written confirmation to the Warrant Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or Agents and the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts Warrantholders of any nature imposed by any Official Body on any of adjustment that has been made; and (g) the Pledged Collateral, except to Corporation will promptly notify the extent contested Warrant Agent and the Warrantholders in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests writing of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to default under the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Warrant Indenture which remains unrectified for more than five days following its occurrence.

General Covenants. Each Pledgor hereby The Corporation represents, warrants and covenants and agrees as followswith the Warrant Agent for the benefit of the Warrantholders that: 5.1 Such Pledgor (a) it will maintain its corporate existence and carry on and conduct its business in a proper, efficient and business-like manner and in accordance with good business practice; (b) it is duly authorized to create and issue the Warrants to be issued hereunder and the Warrant Certificates when issued and certified as herein provided will be legal, valid and binding obligations of the Corporation; (c) subject to the provisions of this Indenture, it will cause the Common Shares from time to time subscribed for and purchased pursuant to the exercise of Warrants and the certificates representing such Common Shares to be duly issued and delivered in accordance with the Warrants and the terms hereof; (d) at all times while any Warrants are outstanding it shall do reserve and there shall remain unissued and conditionally allotted out of its authorized capital a number of Common Shares sufficient to enable the Corporation to meet its obligations to issue Common Shares on the exercise of Warrants outstanding hereunder from time to time; (e) upon the exercise by the holder of any Warrant of the right of purchase provided for therein and herein and upon payment of the Exercise Price applicable thereto for each Common Share in respect of which the right of purchase is so exercised, all reasonable acts that may be necessary and appropriate to maintain, preserve and protect Common Shares issuable upon the Pledged Collateral; such Pledgor exercise shall be responsible for issued as fully paid and non-assessable; (f) it will use its commercially reasonable best efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the risk of loss of, damage to, or destruction Common Shares issuable on the exercise of the Pledged Collateral owned by such Pledgor, unless such loss is Warrants) continue to be or are listed and posted for trading on the result AMEX and the TSX (or on another Canadian stock exchange) for a period of not less than three years from the Closing Date; (g) it will use its commercial best efforts to maintain its status as a reporting issuer (or analogous entity) not in default of the gross negligence or willful misconduct requirements of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent securities laws of the Administrative Agent such Pledgor may settle such actions or proceedings with respect Designated Provinces in which it is a reporting issuer for a period of not less than 30 months from the Closing Date and it will make all requisite filings under applicable Canadian securities legislation and stock exchange rules to report the exercise of the right to acquire Common Shares pursuant to the Pledged Collateral; 5.3 Such Pledgor shallWarrants; (h) it is, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents as at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stocka “foreign issuer” (within the meaning of Regulation S) and a “foreign private issuer” (within the meaning of Rule 3b-4 of the U.S. Securities Exchange Act of 1934, sharesas amended) and it will use its commercially reasonable best efforts to ensure it remains a “foreign private issuer” for a period of one year from the Closing Date; (i) if the Corporation concludes, securities, member interests, partnership interests and other ownership interests of at any time any of the Companies Warrants are outstanding, that it has ceased to be a “foreign issuer” (within the meaning of Regulation S) or any a “foreign private issuer” (within the meaning of Rule 3b-4 of the rightsU.S. Securities Exchange Act of 1934, property or securitiesas amended), shares, capital stock, member interests, partnership interests or any other ownership interests described it shall give notice thereof to the Warrantholders in the definition manner specified in Section 8.2 hereof and the Warrant Agent in the manner specified in Section 8.1 hereof; (j) it will use its reasonable best efforts to prepare and file the Preliminary Prospectus and Prospectus and to have the MRRS Decision Document issued by the Securities Commissions on or before a date which is not later than the Qualification Deadline and will, in the event that the MRRS Decision Document is not issued on or before the Qualification Deadline, continue to use its best reasonable efforts to obtain the MRRS Decision Document thereafter; (k) it will send a written notice to the Warrant Agent and to each holder of Pledged Collateral with respect to any Special Warrants of the Companies, such ownership interests shall be subject to issuance of the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interestsMRRS Decision Document, together with an updated Schedule A heretoa commercial copy of the Prospectus, as soon as practicable but, in any event, not later than three (3) Business Days after the issuance of such MRRS Decision Document; (l) generally, it will well and truly perform and carry out all of the acts or things to be done by it as provided in this Indenture and that it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as the Administrative Agent, together with all such control agreements, financing statements, Warrant Agent may reasonably require for the better accomplishing and any other documents necessary to implement effecting the intentions and provisions and purposes of this Agreement as Indenture; (m) it will not pay or give any commission or other remuneration to any person, directly or indirectly, for soliciting the Administrative exercise or deemed exercise of the Warrants; and (n) it will promptly advise the Warrant Agent may request; {N0289348 2 }of the holders in writing of any default under the terms of this Indenture.

General Covenants. Each Pledgor hereby (a) The Corporation covenants with the Subscription Receipt Agent and agrees the Joint Bookrunners, on behalf of the Underwriters, that so long as followsany Subscription Receipts remain outstanding: 5.1 Such Pledgor shall do (i) it will use its reasonable best efforts to maintain its existence; (ii) it will make all reasonable acts that may be requisite filings under applicable Canadian and United States securities legislation necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear remain a reporting issuer not in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause material default in each of the Companies to, keep separate, accurate provinces and complete records territories of Canada in which it is presently a reporting issuer; (iii) it will announce by press release the occurrence of the Pledged CollateralAcquisition Closing Date or the Termination Date, disclosing as the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply case may be, in accordance with Section 3.1(e) or Section 3.3(a)(i), as the case may be; (iv) it will well and truly perform and carry out all Laws applicable of the acts or things to be done by it as provided in this Agreement; (v) prior to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value earlier of the Pledged Collateral Acquisition Closing Date and the Termination Date, it will not sell the properties or assets of the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay Corporation as, or substantially as, an entirety, to any other entity; (vi) upon becoming aware of the same, it will promptly advise the Subscription Receipt Agent and all taxesthe Joint Bookrunners, dutieson behalf of the Underwriters, fees or imposts in writing of any nature imposed default by any Official Body on any the Corporation of the Pledged Collateral, except terms of this Agreement; (vii) it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares pursuant to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit Subscription Receipts; (viii) it will cause the Administrative Agent, its officers, employees Common Shares and agents at reasonable times the certificates representing the Common Shares from time to inspect all books and records related time issued pursuant to the Pledged Collateral; 5.7 Subject Subscription Receipts to Section 2(cbe duly issued as fully paid and non-assessable shares and delivered in accordance with the Subscription Receipts and the terms hereof; (ix) hereofit will use its commercially reasonable efforts to ensure that the Common Shares continue to be listed and posted for trading on the TSX; (x) it will use its commercially reasonable efforts to ensure that, from the date on which the statutory hold period of four months expires until the earlier of the Acquisition Closing Time and the Termination Date, the Subscription Receipts are listed and posted for trading on the TSX, subject to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any requirements of the Companies or TSX including any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral minimum distribution requirements; and (xi) with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed notices to be hereby pledged given or other acts to be performed or which may be given or performed by the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, Joint Bookrunners and any other Underwriters under or pursuant to this Agreement, it shall provide to the Joint Bookrunners, on behalf of the Underwriters, in a timely manner all such information and documents necessary to implement the provisions and purposes of this Agreement as the Administrative Underwriters (or any of them) may reasonably request and is within the knowledge or control of the Corporation in order to verify the factual circumstances relating to such notices or acts and, if requested, such information shall be certified correct by the Corporation. (b) [Reserved.] (c) The Corporation further covenants with the Subscription Receipt Agent may requestand the Joint Bookrunners, on behalf of the Underwriters, that, from the date hereof to the earlier of the Termination Date and the Acquisition Closing Date, it will not do any of the following: (i) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares; (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of Common Shares; (iii) issue Common Shares to holders of all or substantially all of the outstanding Common Shares by way of a dividend (other than the issue of Common Shares to holders of Common Shares who have elected to receive dividends in the form of Common Shares in lieu of cash dividends paid in the ordinary course on the Common Shares); (iv) fix a record date for the making of, or make, a dividend to all or substantially all the holders of its outstanding Common Shares of: (A) securities of any class other than Common Shares and other than securities distributed to holders of Common Shares who have elected to receive dividends in the form of such shares in lieu of dividends paid in the ordinary course; (B) rights, options or warrants or securities exercisable for, convertible into or exchangeable for, Common Shares or other securities; (C) evidences of indebtedness; {N0289348 2 }or (D) assets (excluding dividends paid in the ordinary course); (v) reclassify the Common Shares or change the Common Shares into other securities or property or undertake a reorganization of the Corporation or a consolidation, amalgamation, arrangement or merger of the Corporation with any other Person or other entity; or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other Person or entity or a liquidation, dissolution or winding-up of the Corporation; or (vi) take any action affecting the Common Shares that, in the reasonable opinion of the directors of the Corporation, would materially adversely affect the rights of the Receiptholders and/or the rights attached to the Subscription Receipts.

General Covenants. Each Pledgor hereby The Corporation represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and agrees the Warrantholders that so long as followsany Warrants remain outstanding that: 5.1 Such Pledgor shall do (a) it will at all reasonable acts that may times, so long as any Warrants remain outstanding, maintain its existence, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Corporation, and will carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice, and will keep or cause to be necessary kept proper books of account in accordance with applicable law until the Expiry Time; (b) it is duly authorized to create and appropriate issue the Warrants to maintainbe issued hereunder and the Warrants, preserve when issued, Authenticated and protect certified, as applicable, will be legal, valid, binding and enforceable obligations of the Pledged Collateral; such Pledgor Corporation; (c) it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Warrant Shares upon the exercise of the Warrants; (d) it will cause the Common Shares from time to time acquired pursuant to the exercise of the Warrants to be duly and validly issued and delivered in accordance with the Warrants and the terms hereof; (e) all Common Shares which shall be responsible issued upon exercise of the right to acquire provided for herein shall be fully paid and non-assessable, free and clear of all encumbrances; (f) it will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the risk Common Shares issuable on the exercise of loss ofthe Warrants) continue to be or are listed for trading on the TSXV (or such other recognized stock exchange acceptable to the Corporation), damage toprovided that this clause shall not be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Common Shares ceasing to be listed for trading on the TSXV, so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada, or destruction cash, or the holders of the Pledged Collateral owned by such Pledgor, unless such loss is Common Shares have approved the result transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the gross negligence or willful misconduct TSXV; (g) it will make all requisite filings under applicable Canadian securities laws including those necessary to remain a reporting issuer not in default in each of the Administrative provinces and other Canadian jurisdictions where it is or becomes a reporting issuer; (h) the Corporation will promptly notify the Warrant Agent and Warrantholders in writing of any breach or default under the terms of the Indenture no later than 5 Business Days following the occurrence of such breach or default; (i) the Corporation will use its commercially reasonable efforts to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent; 5.2 Such Pledgor shall appear in ’s regular business hours and defend will not take any action or proceeding omit to take any action which would have the effect of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or preventing the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on Warrantholders from receiving any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any Warrant Shares issuable upon exercise of the Companies or any Warrants; and (j) generally, it will well and truly perform and carry out all of the rights, property acts or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed things to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of done by it as provided in this Agreement as the Administrative Agent may request; {N0289348 2 }Indenture.

General Covenants. Each Pledgor hereby covenants and agrees as follows: 5.1 (a) Such Pledgor shall do all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged CollateralCollateral and the Collateral Trustee’s interest therein, subject to Permitted Pledged Collateral Liens; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Trustee. (b) [Intentionally Deleted] (c) Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative AgentCollateral Trustee’s security interest hereunder; 5.4 ; (d) Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative AgentCollateral Trustee’s rights hereunder; 5.5 Such ; (e) If and to the full extent required under the terms of any contract, agreement, document or instrument related to any of the Companies or their respective shareholders, members, partners or other equity owners, such Pledgor shall pay has heretofore and hereby reaffirms and ratifies its consent and approval to, and all necessary waivers with respect to, the pledge of the Pledged Collateral by any Pledgor under the terms of this Agreement and the exercise by the Collateral Trustee of any and all taxes, duties, fees or imposts of rights and remedies contemplated hereby and such Pledgor hereby waives any nature imposed by any Official Body on any of the Pledged Collateral, except prior notice with respect to the extent contested in good faith by appropriate proceedings; 5.6 such consent and approval. (f) Such Pledgor shall permit the Administrative AgentCollateral Trustee, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 , provided that prior to an Event of Default, the same is done with reasonable advance notice during normal business hours and in accordance with such Pledgor’s standard safety, visit and inspection procedures and no such visit or inspection shall interfere with such Pledgor’s normal business operation; (g) Subject to Section 2(c2(b) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests stock and other ownership equity interests of any of the Companies or any Subsidiary of the rightsBorrower acquired or formed after the date hereof, property other than Excluded Assets, such capital stock or securities, shares, capital stock, member other equity interests, partnership interests or any other ownership interests together with the assets described in clauses (ii) and (iii) of the definition of Pledged Collateral with respect to such capital stock or other equity interests, but in no event any of the CompaniesExcluded Assets, such ownership interests shall be subject to the terms hereof and, upon such acquisitionacquisition or formation, shall be deemed to be hereby pledged to the Administrative AgentCollateral Trustee; and and, such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, hereto to the Administrative AgentCollateral Trustee; (h) Except as permitted by the Credit Agreement, together with all such control agreements, financing statements, and any other documents necessary to implement during the provisions and purposes term of this Agreement Agreement, such Pledgor shall not sell, assign, replace, retire, transfer or otherwise dispose of its Pledged Collateral; (i) Such Pledgor will not change its state of incorporation, formation or organization, as applicable without providing ten (10) days prior written notice to the Administrative Agent may requestCollateral Trustee; (j) Such Pledgor will not change its name without providing ten (10) days prior written notice to the Collateral Trustee; (k) [Intentionally Deleted] (l) All certificates or instruments representing or evidencing Pledged Collateral shall be delivered to and held by or on behalf of the Collateral Trustee pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Trustee; {N0289348 2 }and (m) With respect to any Pledged Collateral in which any Pledgor has any right, title or interest and that constitutes an uncertificated security, such Pledgor will cause the issuer thereof either (i) to note or register the security interest created hereby in the appropriate company records or (ii) to agree in an authenticated record with such Pledgor and the Collateral Trustee that upon the occurrence and during the continuance of an Event of Default such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such Pledgor, including without limitation, the Collateral Trustee’s instructions with respect to the assignment or other transfer of such securities, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Trustee and such Pledgor. With respect to any Pledged Collateral in which any Pledgor has any right, title or interest and that is not an uncertificated security, upon the request of the Collateral Trustee, such Pledgor will notify each such issuer of such Pledged Collateral that such Pledged Collateral is subject to the security interest granted hereunder.

General Covenants. Each Pledgor hereby (a) The Corporation covenants with the Subscription Receipt Agent and agrees the Lead Underwriters, on behalf of the Underwriters, that so long as followsany Subscription Receipts remain outstanding: 5.1 Such Pledgor shall do (i) it will use its reasonable best efforts to maintain its existence; (ii) it will make all reasonable acts that may be requisite filings under applicable Canadian and United States securities legislation including those necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear remain a reporting issuer not in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause material default in each of the Companies to, keep separate, accurate provinces and complete records territories of Canada in which it is presently a reporting issuer; (iii) it will announce by press release the occurrence of the Pledged CollateralAcquisition Closing Date or the Termination Date, disclosing as the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply case may be, in accordance with Section 3.1 or Section 3.3(a), as the case may be; (iv) generally, it will well and truly perform and carry out all Laws applicable of the acts or things to be done by it as provided in this Agreement; (v) prior to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value earlier of the Pledged Collateral Acquisition Closing Date and the Termination Date, it will not sell the properties or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any assets of the Pledged CollateralCorporation as, except or substantially as, an entirety, to any other entity; (vi) it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares pursuant to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit Subscription Receipts; (vii) it will cause the Administrative Agent, its officers, employees Common Shares and agents at reasonable times the certificates representing the Common Shares from time to inspect all books and records related time issued pursuant to the Pledged Collateral; 5.7 Subject Subscription Receipts to Section 2(cbe duly issued as fully paid and non-assessable shares and delivered in accordance with the Subscription Receipts and the terms hereof; (viii) hereof, it will use its reasonable best efforts to ensure that (until the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any earlier of the Companies or any of Acquisition Closing Time and the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in Termination Date) the definition of Pledged Collateral Subscription Receipts are listed and posted for trading on the TSX and the Common Shares continue to be listed and posted for trading on the TSX and the New York Stock Exchange; and (ix) with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed notices to be hereby pledged given or other acts to be performed or which may be given or performed by the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, Lead Underwriters and any other documents necessary Underwriters under or pursuant to implement the provisions and purposes of this Agreement (including the notice contemplated by Section 3.1), it shall provide to the Lead Underwriters, on behalf of the Underwriters, in a timely manner all such information and documents as the Administrative Underwriters (or any of them) may reasonably request and is within the knowledge or control of the Corporation in order to verify the factual circumstances relating to such notices or acts and, if requested, such information shall be certified correct by the Corporation. (b) The Corporation further covenants with the Subscription Receipt Agent may requestand the Lead Underwriters, on behalf of the Underwriters, that, from the date hereof to the earlier of the Termination Date and the Acquisition Closing Date, it will not do any of the following: (i) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares; (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of Common Shares; (iii) issue Common Shares to holders of all or substantially all of the outstanding Common Shares by way of a dividend (other than the issue of Common Shares to holders of Common Shares who have elected to receive dividends in the form of Common Shares in lieu of cash dividends paid in the ordinary course on the Common Shares); (iv) fix a record date for the making of a dividend to all or substantially all the holders of its outstanding Common Shares of: (1) shares of any class other than Common Shares and other than shares distributed to holders of Common Shares who have elected to receive dividends in the form of such shares in lieu of dividends paid in the ordinary course, or (2) rights, options or warrants; {N0289348 2 }or (v) reclassify the Common Shares or undertake a reorganization of the Corporation or a consolidation, amalgamation, arrangement or merger of the Corporation with any other Person or other entity; or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other Person or entity or a liquidation, dissolution or winding-up of the Corporation.

General Covenants. Each Pledgor hereby The Corporation covenants with the Warrant Agent that so long as any Warrant remains outstanding and agrees as followsmay be exercised: 5.1 Such Pledgor shall do (a) the Warrant Certificates, when issued and countersigned as herein provided, will be valid and enforceable against the Corporation; (b) subject to the provisions of Sections 5.01(4) and 9.02, the Corporation will at all reasonable acts that may times maintain its corporate existence, carry on and conduct its business in a proper and business-like manner and keep or cause to be necessary and appropriate to maintain, preserve and protect kept proper books of account in accordance with generally accepted accounting practice; (c) the Pledged Collateral; such Pledgor shall be responsible Corporation will reserve for the risk of loss of, damage to, or destruction purpose and keep available sufficient unissued Common Shares to enable it to satisfy its obligations on the exercise of the Pledged Collateral owned by such Pledgor, unless such loss is Warrants; (d) the result Corporation will cause the Common Shares from time to time issued pursuant to the exercise of the gross negligence Warrants, and the certificates representing such Common Shares, to be duly issued and delivered in accordance with the Warrants and the terms hereof; (e) all Common Shares that are issued or willful misconduct created on exercise of the Administrative Agent; 5.2 Such Pledgor shall appear Warrants will be fully paid and non-assessable; (f) the Corporation will cause the Warrant Agent to keep open on Business Days the registers of holders and registers of transfers referred to in and defend Section 3.01 and, subject to Section 4.05, will not take any action or proceeding omit to take any action that would have the effect of which preventing the Warrantholders from exercising any of the Warrants or receiving any of the Common Shares upon such Pledgor is aware which could exercise; (g) generally, the Corporation will well and truly perform and carry out all acts and things to be done by it as provided in this Indenture and, subject to Section 4.05, will not take any action that might reasonably be expected to affect such Pledgor’s title to, or deprive the Administrative Agent’s interest inWarrantholders of their rights to acquire Common Shares upon the exercise of the Warrants; and (h) subject to Section 4.05, the Pledged Collateral or the proceeds thereof; provided, however, that Corporation will make all requisite filings in connection with the consent exercise of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, Warrants and shall cause each issue of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Common Shares.

General Covenants. Each Pledgor hereby Crystallex represents, warrants, covenants and agrees to and with the Warrant Agent that, so long as followsany Warrant remains outstanding and may be exercised: 5.1 Such Pledgor (a) Crystallex is duly authorized to create and issue the Warrants and that the Warrant Certificates, when issued and countersigned as herein provided, will be valid and enforceable against Crystallex; (b) Crystallex will at all times maintain its corporate existence, carry on and conduct its business in a proper and business-like manner, keep or cause to be kept proper books of account in accordance with generally accepted accounting practice and Crystallex will send to Warrantholders copies of all financial statements furnished to its shareholders during the term of this Indenture; (c) Crystallex will continue, and will cause each of its subsidiaries to continue, to engage in business of the same general type as now conducted by Crystallex and its subsidiaries, and will preserve, renew and keep in full force and effect its respective corporate existence and their respective material rights, privileges and franchises necessary or desirable in the normal conduct of business; (d) Crystallex and each of its subsidiaries will not, in a single transaction or a series of related transactions, (i) consolidate with or merge with or into any other person, or (ii) permit any other person to consolidate with or merge into it, unless (x) either (A) Crystallex shall do Back to Contents be the survivor of such merger or consolidation or (B) the surviving person shall expressly assume by supplemental agreement all reasonable acts that may be necessary of the obligations of Crystallex under the Subscription Agreements, this Indenture and appropriate to maintainthe Special Warrant Indenture; (y) if Crystallex is not the surviving entity, preserve and protect the Pledged Collateral; such Pledgor surviving entity’s common shares shall be responsible listed on either The New York Stock Exchange, AMEX, Nasdaq National Market or TSX and (z) Crystallex has delivered to the Warrantholders an officers certificate and opinion of counsel, each stating that such consolidation, merger or transfer complies with this Indenture, that the surviving person agrees to be bound thereby and that all conditions precedent in this Indenture relating to such transaction have been satisfied; (e) Crystallex will reserve for the risk of loss of, damage to, purpose and keep available sufficient unissued or destruction created Common Shares to enable it to satisfy its obligations on the exercise of the Pledged Collateral owned by Warrants and will issue and deliver such Pledgor, unless such loss is shares in accordance with the result provisions hereof; (f) Crystallex will cause the Common Shares from time to time issued pursuant to the exercise of the gross negligence Warrants, and the certificates representing such Common Shares, to be duly issued and delivered in accordance with the Warrants and the terms hereof; (g) all Common Shares that are issued or willful misconduct created on exercise of the Administrative Agent; 5.2 Such Pledgor shall appear Warrants will be fully paid and non-assessable; (h) Crystallex will cause the Warrant Agent to keep open on business days the registers of holders and registers of transfers referred to in section 3.1 and defend will not take any action or proceeding omit to take any action which would have the effect of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or preventing the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on Warrantholders from exercising any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of Warrants or receiving any of the Companies or any Common Shares upon such exercise; (i) Crystallex will make all requisite filings, including filings with the SEC and the Securities Commissions, in connection with the exercise of the rightsWarrants; (j) Crystallex is a “reporting issuer” not in default under the securities legislation of each Qualifying Jurisdictions and has timely filed all forms and reports under the United States Securities Exchange Act of 1934, property or securitiesas amended, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect required to any of the Companies, such ownership interests shall be filed by it since it has become subject to the terms hereof periodic reporting requirements thereunder and there is no material change in the affairs of Crystallex which presently requires disclosure under applicable securities laws which has not been so disclosed and no such disclosure has been made on a confidential basis since September 30, 2002which has not subsequently been disclosed. Crystallex covenants and agrees to use its reasonable best efforts to ensure that it remains a reporting issuer in good standing under the securities legislation Ontario and British Columbia until one year after the Expiry Time; Back to Contents (k) Crystallex shall use its commercially reasonable best efforts to arrange for the listing and posting for trading of the Common Shares on the TSX or other principal exchange in Canada and the AMEX upon the due exercise of the Warrants, and to maintain such listing until one year after the Expiry Time; (l) Crystallex will make all requisite filings, including filings with the SEC and appropriate Securities Commissions, in connection with the due exercise of the Warrants and issue of the Common Shares; and (m) generally, upon such acquisition, shall be deemed Crystallex will well and truly perform and carry out all acts and things to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of done by it as provided in this Agreement as the Administrative Agent may request; {N0289348 2 }Indenture.

General Covenants. Each Pledgor hereby The Corporation covenants with the Special Warrant Agent that so long as any Special Warrants remain outstanding: (a) It will maintain its corporate existence and will carry on and conduct its business in accordance with good business practice. (b) It will send to each Special Warrantholder copies of all financial statements and other material furnished to the holders of Common Shares after the date of this Indenture. (c) It will reserve and there will remain unissued out of its authorized capital a sufficient number of Common Shares to satisfy the rights of acquisition on the exercise of the Special Warrants and the Share Purchase Warrants as provided for herein. (d) It will cause the Subject Securities issuable upon the exercise of the Special Warrants in the manner herein provided to be duly issued and delivered in accordance with the Special Warrants and the terms hereof. (e) It will use its reasonable best efforts to maintain the listing of the Common Shares on the TSE and the quotation of the Common Shares on NASDAQ and to become or maintain its status as (as the case may be) a "reporting issuer" not in default of the requirements of the securities legislation and policies of each of the Qualifying Jurisdictions. (f) All of the Subject Securities which are issued on the exercise of the Special Warrants shall be issued as fully-paid and non-assessable and the holders thereof shall not be liable to the Corporation or its creditors in respect of the issue of such Subject Securities. (g) The Corporation covenants and agrees as follows: 5.1 Such Pledgor shall do all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible (i) file a Preliminary Prospectus for the risk purpose of loss of, damage to, or destruction qualifying the issuance and distribution of the Pledged Collateral owned by such Pledgor, unless such loss is Subject Securities upon the result exercise of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear Special Warrants in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, Qualifying Jurisdictions as soon as practicable following the date hereof; (ii) resolve all comments received or deficiencies raised by the Securities Administrators; and (iii) file and obtain receipts for the Final Prospectus in each of the Qualifying Jurisdictions qualifying the Subject Securities as soon as possible after such regulatory comments and deficiencies have been resolved and in any event, no later than the Qualification Deadline; and (iv) obtain the listing and posting of the Common Shares issuable on exercise of the Special Warrants upon the TSE and NASDAQ on or before the Expiry Time. (h) It will not take any other action which might deprive the Special Warrantholders of the opportunity of exercising their rights pursuant to the Special Warrants held by such Pledgor acquires capital stockpersons during the period of notice required by subsection 2.15 (i) It will perform all its covenants and carry out all of the acts or things to be done by it as provided in this Indenture. (j) It will not amend the attributes of the Special Warrants except in accordance with Section 6.10. (k) It will send a written notice to the Special Warrant Agent and to each holder of Special Warrants of the issuance of the receipts referred to in subsection 4.1(g), sharestogether with a commercial copy of the Final Prospectus qualifying the Subject Securities for distribution, securitiesas soon as practicable but, member interestsin any event, partnership interests not later than three Business Days after the Qualification Date and, in the case of the Special Warrant Agent, copies of such receipts and written confirmation of any adjustment to subscription rights. (l) It will send a written notice to the Special Warrant Agent and to each Special Warrantholder of the record date for the determination of holders of Common Shares for the purposes of any dividend or other ownership interests distribution or rights offering to holders of such securities not later than 10 Business Days prior to such record date. (m) It will send a written notice to the Special Warrant Agent and to Special Warrantholders of the occurrence of a Qualification Default and, as a result therefrom, each Special Warrantholder's increased entitlement as contemplated by section 2.2(c). (n) In the event that it offers any of its securities for sale in the United States or files a registration statement with the United States Securities Exchange Commission in respect of any of the Companies or any of the rights, property or its securities, shares, capital stock, member interests, partnership interests or any other ownership interests described whether in the definition connection with a public offering of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, sharesan application for listing or quotation of its securities on any stock market or quotation system in the United States or otherwise, capital stock, member interests, partnership interests the Corporation shall ensure that the Subject Securities are also registered for resale in the United States or on such stock exchange and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with take all such control agreements, financing statements, other steps and any other documents actions as may be necessary to implement ensure that the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Subject Securities are not subject to any statutory hold period.

General Covenants. Each Pledgor hereby covenants The Corporation and agrees the Resulting Issuer, as followsapplicable, covenant with the Warrant Agent and the Warrantholders that so long as any Warrants or Resulting Issuer Warrants remain outstanding: 5.1 Such Pledgor shall do (a) it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Warrant Shares upon the exercise of the Warrants; (b) the Corporation will cause the Resulting Issuer to reserve and keep available a sufficient number of Resulting Issuer Shares for issuance upon exercise of the Resulting Issuer Warrants; (c) it will cause the Warrant Shares from time to time acquired pursuant to the exercise of the Warrants to be duly issued and delivered in accordance with the Warrants and the terms hereof; (d) all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor Warrant Shares which shall be responsible for the risk of loss of, damage to, or destruction issued upon exercise of the Pledged Collateral owned by right to acquire provided for herein shall be fully paid and non-assessable, free and clear of all encumbrances; (e) it will use commercially reasonable efforts to maintain its existence and carry on its business in the ordinary course; provided that this clause shall not be construed as limiting or restricting the Corporation from agreeing to a consolidation, amalgamation, arrangement, takeover bid or merger even if the consideration being offered are not securities that are listed and posted for trading on a recognized Canadian stock exchange, provided that such Pledgor, unless such loss is transaction has been approved in accordance with the result requirements of applicable corporate and securities laws and the rules and policies of the gross negligence or willful misconduct applicable stock exchange; (f) it will use its commercially reasonable efforts to give effect to the Business Combination as soon as reasonable practicable, in any event prior to the Release Date; (g) generally, it will well and truly perform and carry out all of the Administrative Agent; 5.2 Such Pledgor acts or things to be done by it as provided in this Indenture; (h) the Corporation will promptly notify the Warrant Agent and the Warrantholders in writing of any default under the terms of this Warrant Indenture which remains unrectified for more than ten (10) days following its occurrence; (i) it will use commercially reasonable efforts to ensure that all Resulting Issuer Warrant Shares and all Resulting Issuer Warrants issued under this Indenture that are outstanding or issuable from time to time (including without limitation the Resulting Issuer Warrant Shares issuable on the exercise of the Resulting Issuer Warrants) continue to be or are listed and posted for trading on the CSE (or such other recognized Canadian stock exchange acceptable to the Corporation), provided that this clause shall appear not be construed as limiting or restricting the Resulting Issuer from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Resulting Issuer Shares ceasing to be listed and defend any action or proceeding posted for trading on such exchanges, so long as the holders of which the Resulting Issuer Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, exchanges or the Administrative Agent’s interest in, the Pledged Collateral holders of Resulting Issuer Shares receive securities of an entity which is listed on a stock exchange in Canada or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect cash; (j) it will make all requisite filings under and otherwise take all requisite steps under and satisfy applicable Canadian securities legislation including those filings and other steps necessary to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause remain a reporting issuer not in default in each of the Companies to, keep separate, accurate provinces and complete records other Canadian jurisdictions where it is or becomes a reporting issuer; and (k) it will use reasonable commercial efforts to remain a reporting issuer not in default in each of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests provinces and other ownership interests of any of the Companies Canadian jurisdictions where it is or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }becomes a reporting issuer.

General Covenants. Each Pledgor hereby The Corporation covenants with the Warrant Agent for the benefit of the Warrant Agent and agrees the Warrantholders that so long as followsany Warrants remain outstanding: 5.1 Such Pledgor shall do (a) it will at all reasonable acts times maintain its corporate existence and will carry on and conduct its business and that may of its material Subsidiaries, in a proper, efficient and business-like manner and cause to be necessary kept proper books of account in accordance with generally accepted accounting practice; (b) it is duly authorized to create and appropriate to maintainissue the Warrants and, preserve that when issued and protect countersigned as herein provided, the Pledged Collateral; such Pledgor shall Warrants will be responsible for valid and enforceable against the risk of loss ofCorporation in accordance with their terms, damage to, or destruction of and the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend Corporation will not take any action or proceeding of which such Pledgor is aware which could might reasonably be expected to affect such Pledgor’s title to, deprive the Warrantholders of their right to acquire the Subject Securities upon the exercise of the Warrants held by them; (c) in relation to the Subject Securities from time to time subscribed for or deemed to have been subscribed for pursuant to the Administrative Agent’s interest in, exercise of the Pledged Collateral or Warrants in the proceeds thereof; manner herein provided, however, that it will cause certificates evidencing such Subject Securities to be issued and delivered in accordance with the consent Warrants and the terms thereof if and to the extent contemplated in the Delivery Agreement; (d) at all times while any of the Administrative Agent such Pledgor may settle such actions Warrants are outstanding, it shall have sufficient unissued authorized capital to enable the Corporation to meet its obligation to issue Common Shares in respect of the exercise of Warrants outstanding hereunder from time to time; (e) all Subject Securities which shall be delivered or proceedings with respect issued pursuant to the Pledged Collateral; 5.3 Such Pledgor shallexercise of Warrants hereunder shall be issued as fully paid and non-assessable and the holders thereof shall not be liable to the Corporation or its creditors in respect of the issue thereof; (f) it will use its reasonable best efforts to maintain the listing of its outstanding Common Shares on the TSX and ensure the Common Shares deliverable or issuable upon the exercise of the Warrants will be listed and posted for trading on such exchanges simultaneously with or as soon as practicable following their issue; (g) it will use its reasonable best efforts to maintain its status as a reporting issuer or equivalent in good standing under the applicable securities laws in at least one of the provinces of Canada; (h) upon the issue of the Warrants and the delivery or issuance of the SubjectSecurities to be delivered or issued upon the exercise of the Warrants, it will make any necessary filings and shall cause pay all requisite fees with the TSX and the applicable securities commission or similar regulatory authority in each of the Companies toprovinces and territories of Canada; (i) it shall prepare and file, keep separatein accordance with applicable securities laws, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws any documents required by applicable securities laws to be filed forthwith relating to the Pledged Collateral unless any noncompliance would not individually proposed distribution of Common Shares to holders of Warrants upon the exercise thereof; (j) it shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all other acts, deeds and assurances as the Warrant Agent may reasonably require to give effect to the provisions of this Indenture; (k) it will promptly notify the Warrant Agent and the Warrantholders in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts writing of any nature imposed by any Official Body on any material default under the terms of the Pledged Collateral, except this Indenture which remains unrectified for more than five days following its occurrence; (l) it will give notices to the extent contested Warrant Agent and the Warrantholders and the SellingShareholder in good faith by appropriate proceedingsaccordance with Sections 9.1 and 9.2 respectively; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times and (m) it will not agree to inspect all books and records related any amendment to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to Delivery Agreement that would prejudice the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests rights of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Warrantholders.

General Covenants. Each Pledgor hereby ‌ (a) The Corporation covenants and agrees with the Subscription Receipt Agent that so long as followsany Subscription Receipts remain outstanding: 5.1 Such Pledgor (i) it will maintain its existence at all times; (ii) it will perform and carry out all of the acts or things to be done by it as provided in this Agreement; (iii) prior to the earlier of the Escrow Release Time and the Termination Date, it will not sell the properties or assets of the Corporation as, or substantially as, an entirety, to any other entity; (iv) will reserve and conditionally allot for the purpose and keep available sufficient unissued Common Shares to enable it to satisfy its obligations on the conversion of the Subscription Receipts; (v) it will cause the Common Shares to be issued pursuant to the conversion of the Subscription Receipts and the certificates representing such Common Shares (if any) to be issued and delivered in accordance with the provisions of this Agreement and the terms hereof and all Underlying Securities that are issued on the conversion of the Subscription Receipts will be fully paid and non-assessable securities; (vi) it will use its reasonable commercial efforts to complete the Merger on or before the Escrow Release Deadline and the Corporation shall do all reasonable acts not complete the Merger until each Receiptholder has been entered into on the register of shareholders of the Corporation; (vii) it shall use its best efforts to ensure that, upon exchange in accordance with the terms of the Merger Agreement that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor Resulting Issuer Shares issued in exchange for the Common Shares shall be responsible for issued as fully paid and non- assessable shares; (viii) the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, Corporation confirms that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents as at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, it does not have a class of securities registered pursuant to Section 12 of the Exchange Act or a reporting obligation pursuant to Section 15(d) of the Exchange Act. The Corporation covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the Exchange Act, (ii) the Corporation shall incur a reporting obligation pursuant to Section 15(d) of the Exchange Act, or (iii) any such Pledgor acquires capital stockregistration or reporting obligation shall be terminated by the Corporation in accordance with the Exchange Act, shares, securities, member interests, partnership interests the Corporation shall promptly deliver to the Subscription Receipt Agent a certificate of the Corporation notifying the Subscription Receipt Agent of such registration or termination and such other ownership interests information as the Subscription Receipt Agent may reasonably require at the time. The Corporation acknowledges that the Subscription Receipt Agent is relying upon the foregoing representation and covenants in order to meet certain obligations of the Subscription Receipt Agent with respect to those clients of the Subscription Receipt Agent that are required to file reports with the United States Securities and Exchange Commission under the Exchange Act; (ix) it will cause the Subscription Receipt Agent to keep open the registers of holders referred to in Section 2.13 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 Receiptholders from receiving any of the Companies or any Common Shares issued upon conversion of the rightsSubscription Receipts; (x) it will make all requisite filings, property or securitiesincluding filings with appropriate securities commissions and stock exchanges, shares, capital stock, member interests, partnership interests or any other ownership interests described in connection with the conversion of the Subscription Receipts and the issue of the Common Shares; (xi) in the definition event that (i) the Corporation advises the Subscription Receipt Agent or announces to the public that it does not intend to satisfy the Escrow Release Conditions, or (ii) if the Escrow Release Notice has not been provided in accordance with the provisions hereof on or prior to the Escrow Release Deadline, it will promptly advise the Subscription Receipt Agent and the Receiptholders in writing advising of Pledged Collateral with respect that fact and each holder of Subscription Receipts shall receive that amount equal to any the original Subscription Price therefor plus the holder’s pro rata share of the CompaniesEarned Interest, if any, on such ownership interests amount (less any applicable withholding tax thereon) and such notice shall be subject sent within three (3) Business Days after the Termination Date; and (xii) it will give notice to the Subscription Receipt Agent and the Receiptholders in writing of any default under the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Agreement.

General Covenants. Each Pledgor In addition to any covenants and agreements of Borrower set forth in the other Credit Documents, which are incorporated herein by this reference, Borrower hereby covenants and agrees as follows: 5.1 Such Pledgor Borrower shall do all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor Borrower shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such PledgorBorrower, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Collateral Agent; . 5.2 Such Pledgor Borrower shall appear in and defend any action or proceeding of which such Pledgor Borrower is aware which could reasonably be expected to affect such Pledgor’s Borrower's title to, or the Administrative Collateral Agent’s 's interest in, the Pledged Collateral or owned by Borrower and the proceeds thereof; providedPROVIDED, howeverHOWEVER, that with the consent of the Administrative Agent such Pledgor Borrower may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each Collateral Borrower owns with the consent of the Companies toCollateral Agent, which consent shall not be unreasonably withheld or delayed. 5.3 Borrower shall keep separate, accurate and complete records of the Pledged CollateralCollateral owned by Borrower, disclosing the Administrative Collateral Agent’s 's security interest hereunder; . 5.4 Such Pledgor Borrower shall comply with all Laws laws applicable to the Pledged Collateral unless any such noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Collateral Agent’s 's rights hereunder; . 5.5 Such Pledgor Borrower shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body state, federal or local authority on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; . 5.6 Such Pledgor Borrower shall permit the Administrative Collateral Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; . 5.7 Subject to Section 2(c) hereof, to To the extent, following the date hereof, such Pledgor Borrower acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests stock of any of the Companies Subsidiary or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests securities described in the definition of Pledged Collateral with respect to any of the Companiessuch Subsidiary, such ownership interests stock, rights, property or securities shall be subject to the terms hereof andbe, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Collateral Agent; , for the benefit of the Secured Parties, and such Pledgor thereupon Borrower shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule SCHEDULE A hereto, hereto to the Administrative Collateral Agent. 5.8 Borrower shall not sell, together with all such control agreementsassign, financing statements, and any other documents necessary to implement transfer or otherwise dispose of the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Pledged Collateral.

General Covenants. Each Pledgor hereby The Corporation covenants and agrees with the Trustee that so long as followsany Warrants remain outstanding: 5.1 Such Pledgor shall do all reasonable acts that may (a) the Warrants, when issued and countersigned as provided in this Indenture, will be necessary valid and appropriate to maintain, preserve enforceable against it in accordance with and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the provisions of this Indenture; (b) it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon the exercise of the Warrants; (c) it will cause the Common Shares and the certificates representing the Common Shares from time to time acquired pursuant to the exercise of the Warrants to be duly issued and delivered in accordance with the Warrant Certificates and the terms hereof and, upon such acquisition, hereof; (d) all Common Shares which shall be deemed issued upon exercise of the right to acquire provided for herein and in the Warrant Certificates shall be fully paid and non-assessable; (e) the Corporation will do, or cause to be hereby pledged done, all things necessary to preserve and keep in full force and effect its corporate existence, provided however that (subject to Article 4 and Section 8.2) nothing will prevent the amalgamation, consolidation, merger or sale of, or other business combination involving the Corporation; (f) if at any time no Registration Statement is effective, it will give notice to the Administrative Agent; Trustee forthwith and such Pledgor thereupon shall deliver all such securitieswill give notice, shares, capital stock, member interests, partnership interests and other ownership interestsin accordance with the provisions set out in Article 10, together with an updated Schedule A heretoa form of Notice of Intent to Exercise for the cashless exercise or redemption right set out in Section 3.7 to each Warrantholder, of such fact as soon as reasonably practicable, but in any event such notice must be sent within three Business Days, after learning that no Registration Statement is effective. Such notice must be sent by fax if possible to the Administrative AgentDepository; provided that until the date that is two Business Days after the date the form of Notice of Intent to Exercise is provided to the holders of Warrants, together with the Determination Date for any Warrant will be any date specified by the holder pursuant to subsection 3.7(d) during the period starting as of when no Registration Statement is effective and ending as of the provision of the form; (g) it will use reasonable best efforts to maintain the Registration Statement continuously effective under the U.S. Securities Act until the Expiry Date or exercise of all Warrants; (h) it will use its best efforts to ensure that the Warrants and all Common Shares outstanding or issuable from time to time continue to be or are listed and posted for trading on the NYSE Amex (or such control agreements, financing statements, other recognized stock exchange acceptable to the Corporation); (i) it will perform and carry out all of the acts or things to be done by it as provided in this Indenture; (j) it will not close its transfer registers or take any other documents necessary action which might deprive the Warrantholders of the opportunity of exercising their right of purchase pursuant to implement the Warrants held by such persons during the period of 10 Business Days after giving of the notice required by Section 4.7; (k) it will execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as the Trustee may reasonably require for the better accomplishing and effecting the intentions and provisions and purposes of this Agreement Indenture; and (l) in the event that it shall become a “foreign issuer” as defined in Rule 902 of Regulation S under the U.S. Securities Act, the Corporation shall promptly deliver to the Trustee an Officers’ Certificate (in a form provided by the Trustee) certifying such status and other information as the Administrative Agent Trustee may request; {N0289348 2 }require at such given time.

General Covenants. Each Pledgor hereby The Corporation covenants with the Special Warrant Agent that so long as any Special Warrants remain outstanding: (a) It will maintain its corporate existence and will carry on and conduct its business in accordance with good business practice. (b) It will send to each Special Warrantholder copies of all financial statements and other material furnished to the holders of Common Shares after the date of this Indenture. (c) It will reserve and there will remain unissued out of its authorized capital a sufficient number of Common Shares to satisfy the rights of acquisition on the exercise of the Special Warrants and the Share Purchase Warrants as provided for herein. (d) It will cause the Subject Securities issuable upon the exercise of the Special Warrants in the manner herein provided to be duly issued and delivered in accordance with the Special Warrants and the terms hereof. (e) It will use its reasonable best efforts to maintain the quotation of the Common Shares on the Canadian Dealing Network and to become or maintain its status as (as the case may be) a "reporting issuer" not in default of the requirements of the securities legislation and policies of each of the Qualifying Jurisdictions. (f) All of the Subject Securities which are issued on the exercise of the Special Warrants shall be issued as fully-paid and non-assessable and the holders thereof shall not be liable to the Corporation or its creditors in respect of the issue of such Subject Securities. (g) The Corporation covenants and agrees as follows: 5.1 Such Pledgor shall do all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible (i) file a preliminary prospectus for the risk purpose of loss of, damage to, or destruction qualifying the issuance and distribution of the Pledged Collateral owned by such Pledgor, unless such loss is Subject Securities upon the result exercise of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear Special Warrants in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records Qualifying Jurisdictions within 60 days of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof; (ii) resolve all comments received or deficiencies raised by the Securities Administrators; and (iii) file and obtain receipts for the Final Prospectus in each of the Qualifying Jurisdictions qualifying the Subject Securities as soon as possible after such regulatory comments and deficiencies have been resolved and obtain the quotation of the Common Shares issuable on exercise of the Special Warrants upon the Canadian Dealing Network on or before the Expiry Time. (h) It will not take any other action which might deprive the Special Warrantholders of the opportunity of exercising their rights pursuant to the Special Warrants held by such persons during the period of notice required by subsection 2.15 (i) It will perform all its covenants and carry out all of the acts or things to be done by it as provided in this Indenture. (j) It will not amend the attributes of the Subject Securities without the prior written consent, in the form of an Extraordinary Resolution, of the holders of two-thirds of the outstanding Special Warrants. (k) It will send a written notice to the Special Warrant Agent and to each holder of Special Warrants of the issuance of the receipts referred to in subsection 4.1(g), together with a commercial copy of the final prospectus qualifying the Subject Securities for distribution, as soon as practicable but, in any event, not later than three Business Days after the Qualification Date and, in the case of the Special Warrant Agent, copies of such Pledgor acquires capital stockreceipts and written confirmation of any adjustment to subscription rights. (l) It will send a written notice to the Special Warrant Agent and to each Special Warrantholder of the record date for the determination of holders of Common Shares for the purposes of any dividend or other distribution or rights offering to holders of such securities not later than 10 Business Days prior to such record date. (m) It will send a written notice to the Special Warrant Agent and to Special Warrantholders of the occurrence of a Qualification Default and, sharesas a result therefrom, securities, member interests, partnership interests and other ownership interests each Special Warrantholder's increased entitlement as contemplated by section 2.2(c). (n) In the event that it offers any of its securities for sale in the United States or files a registration statement with the United States Securities Exchange Commission in respect of any of the Companies or any of the rights, property or its securities, shares, capital stock, member interests, partnership interests or any other ownership interests described whether in the definition connection with a public offering of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, sharesan application for listing or quotation of its securities on any stock market or quotation system in the United States or otherwise, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement Corporation shall ensure that the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Subject Securities are

General Covenants. Each Pledgor hereby The Corporation covenants and agrees with the Warrant Agent that so long as followsany Warrants remain outstanding: 5.1 Such Pledgor shall do (a) it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Warrant Shares upon the exercise of the Warrants (including additional Common Shares issuable pursuant to the Penalty Provisions); (b) it will cause the Warrant Shares from time to time acquired pursuant to the exercise of the Warrants (including additional Common Shares issuable pursuant to the Penalty Provision) to be duly issued and delivered in accordance with the Warrants and the terms hereof; (c) all reasonable acts that may be necessary and appropriate Warrant Shares (including additional Common Shares issuable pursuant to maintain, preserve and protect the Pledged Collateral; such Pledgor Penalty Provisions) which shall be responsible issued upon exercise of the right to acquire provided for herein shall be fully paid and non-assessable, free and clear of all encumbrances; (d) it will use reasonable commercial efforts to maintain its existence and carry on its business in the risk ordinary course; (e) it will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Warrant Shares issuable on the exercise of loss ofthe Warrants) and any additional Common Shares issuable pursuant to the Penalty Provisions) continue to be or are listed and posted for trading on the CSE (or such other Canadian stock exchange acceptable to the Corporation) for a period of 36 months following the Issue Date, damage toprovided that this clause shall not be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Common Shares ceasing to be listed and posted for trading on the CSE, so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title tocash, or the Administrative Agent’s interest in, holders of the Pledged Collateral or Common Shares have approved the proceeds thereof; provided, however, that transaction in accordance with the consent requirements of applicable corporate and securities laws and the policies of the Administrative Agent such Pledgor may settle such actions CSE or proceedings with respect other stock exchange on which the Common Shares are trading; (f) it will make all requisite filings under applicable Canadian securities legislation including those necessary to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause remain a reporting issuer not in default in each of the Companies toprovinces and other Canadian jurisdictions where it is or becomes a reporting issuer for a period of 36 months after the Issue Date; (g) generally, keep separate, accurate it will well and complete records truly perform and carry out all of the Pledged Collateral, disclosing acts or things to be done by it as provided in this Indenture; and (h) it will promptly notify the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to Warrant Agent and the Pledged Collateral unless any noncompliance would not individually or Warrantholders in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts writing of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to default under the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Warrant Indenture which remains unrectified for more than five (5) days following its occurrence.

General Covenants. Each Pledgor hereby (a) The Corporation covenants with the Subscription Receipt Agent and agrees ▇▇▇▇▇▇▇, on behalf of the Agents, that so long as followsany Subscription Receipts remain outstanding: 5.1 Such Pledgor shall do all (i) it will use its reasonable acts that may be necessary best efforts to maintain its existence, carry on and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shallconduct its business, and shall 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; (ii) it will make all requisite filings under applicable Canadian securities legislation including those necessary to remain a reporting issuer not in default in each of the Companies to, keep separate, accurate and complete records Provinces of Canada (excluding Quebec); (iii) it will announce by press release the occurrence of the Pledged Collateralsatisfaction of the Escrow Conditions or the Termination Time, disclosing as the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply case may be, in accordance with Section 3.1 or Section 3.5(a), as the case may be; (iv) it will perform and carry out all Laws applicable of the acts or things to be done by it as provided in this Agreement; (v) it will reserve and keep available a sufficient number of Common Shares and Warrants for the purpose of enabling it to satisfy its obligations to issue Common Shares and Warrants pursuant to the Pledged Collateral unless Subscription Receipts and Common Shares issuable on the exercise of the Warrants; (vi) it will cause the Common Shares issued pursuant to the Subscription Receipts, and the Common Shares issuable on the exercise of the Warrants, to be duly issued as fully paid and non-assessable Common Shares and delivered in accordance with the Subscription Receipts and the terms hereof; (vii) it will cause the Warrants to be issued under the Warrant Indenture and in accordance with the provisions of this Agreement; (viii) it will use its commercially reasonable efforts to ensure that (until the earlier of the satisfaction of the Escrow Conditions and the Termination Date) the Common Shares continue to be or are listed and posted for trading on the TSX Venture Exchange; (ix) it will promptly advise the Subscription Receipt Agent, the Agents and the holders of Subscription Receipts in writing of any noncompliance would not individually default under the terms of this Agreement; and (x) 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 aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }transactions contemplated hereby.

General Covenants. Each Pledgor hereby The Corporation covenants with the Warrant Trustee that so long as any Warrants remain outstanding: (a) it will maintain its corporate existence and will carry on and conduct its business in accordance with good business practice; (b) it will reserve and there will remain unissued out of its authorized capital a sufficient number of Subject Securities to satisfy the rights of acquisition provided for herein; (c) it will cause the Subject Securities from time to time subscribed for pursuant to the Warrants in the manner herein provided and the certificates representing such Subject Securities to be duly issued and delivered in accordance with the Warrants and the terms hereof; (d) all Subject Securities which shall be issued upon exercise of the right to acquire provided for herein upon payment of the Warrant Exercise Price, shall be issued as fully paid and non-assessable and the holders thereof shall not be liable to the Corporation or its creditors in respect thereof; (e) it will use all reasonable commercial efforts to maintain the listing of the Common Shares and the Warrants on the TSX and the AMEX; (f) it will use all reasonable commercial efforts to maintain its status as a reporting issuer not in default under, and not be in default in any material respect of the applicable requirements of, the applicable securities laws of each of the provinces of Canada and the federal securities laws of the United States from the date hereof up to and including the Time of Expiry; (g) it will perform all its covenants and carry out all of the acts or things to be done by it as provided in this Indenture; (h) it shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all other acts, deeds and assurances in law as the Warrant Trustee may reasonably require for the better accomplishing and effecting of the provisions and intention of this Indenture; (i) the Corporation covenants and agrees that for so long as follows:the Warrants are exercisable, it will register (and maintain such registration of) the Common Shares issuable upon exercise of the Warrants under the securities laws of all U.S. States in which the Common Shares are not otherwise exempt from such securities registration requirements. For purposes of the foregoing, "U.S. States" means the 50 states of the United States of America, the District of Columbia, Puerto Rico and Guam; and 5.1 Such Pledgor (j) it shall do all use its reasonable acts that may be necessary and appropriate best efforts to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage tomaintain its registration statement on Form S-3 (File No. 333-35857), or destruction of the Pledged Collateral owned by another registration statement on such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that form filed with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings United States Securities and Exchange Commission with respect to the Pledged CollateralSubject Securities, continuously effective under the United States Securities Act of 1933, as amended. The Corporation and the Warrant Trustee acknowledge and agree that (i) none of the foregoing covenants shall be interpreted or applied so as to prohibit or restrict or otherwise limit the Corporation's ability, right and authority to undertake or implement one or more of the actions contemplated by Sections 2.12 or 7.02; 5.3 Such Pledgor shall, and (ii) the foregoing covenants shall cause be interpreted and applied following each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply such actions with all Laws applicable reference to any successor to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any Corporation and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect reference to any securities into which the Common Shares and/or the Warrants may be changed or for which they may be exercisable as a result of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }action or actions.

General Covenants. Each Pledgor hereby ‌ The Corporation covenants and agrees with the Warrant Agent that so long as followsany Warrants remain outstanding: 5.1 Such Pledgor (a) the Warrants, when issued and countersigned as provided in this Indenture, will be valid and enforceable against it in accordance with and subject to the provisions of this Indenture; (b) it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon the exercise of the Warrants; (c) it will cause the Common Shares and the certificates representing the Common Shares from time to time acquired pursuant to the exercise of the Warrants to be duly issued and delivered in accordance with the Warrant Certificates and the terms hereof; (d) all Common Shares which shall do be issued upon exercise of the right to acquire provided for herein and in the Warrant Certificates shall be fully paid and non-assessable; (e) the Corporation will do, or cause to be done, all reasonable acts that may be things necessary and appropriate to maintain, preserve and protect keep in full force and effect its corporate existence and carry on its business in the Pledged Collateral; such Pledgor shall be responsible for ordinary course, provided however that (subject to Article 4 and Section 8.2) nothing will prevent the risk of loss amalgamation, consolidation, merger or sale of, damage toor other business combination involving the Corporation so long as the holders of Common Shares receive securities of an entity which is listed on a recognized stock exchange, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title tocash, or the Administrative Agent’s interest in, holders of Common Shares have approved the Pledged Collateral or the proceeds thereof; provided, however, that transaction in accordance with the consent requirements of Applicable Legislation, including applicable corporate and securities laws; (f) it will perform and carry out all of the Administrative Agent such Pledgor may settle such actions acts or proceedings with respect things to be done by it as provided in this Indenture; (g) it will not close its transfer registers or take any other action which might deprive the Warrantholders of the opportunity of exercising their right of purchase pursuant to the Pledged Collateral; 5.3 Such Pledgor shallWarrants held by such persons during the period of 10 Business Days after giving of the notice required by Section 4.8; (h) the Corporation will promptly notify the Warrant Agent and the Warrantholders in writing of any material default under the terms of this Warrant Indenture which remains unrectified for more than 30 days following its occurrence; (i) the Corporation will give to the Warrantholders, in the manner provided in Section 4.8 hereof, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless Warrant Agent, notice of its intention to fix a record date, or effective date, as the case may be, for any noncompliance would not individually event referred to in Section 4.8 hereof which may give rise to an adjustment in the Exercise Price or in the aggregate materially impair the use or value number of Common Shares purchasable upon exercise of the Pledged Collateral Warrants; and (j) that it will execute, acknowledge and deliver or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed cause to be hereby pledged to done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as the Administrative Agent; Warrant Agent may reasonably require for the better accomplishing and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests effecting the intentions and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Indenture.

General Covenants. Each Pledgor hereby The Corporation covenants with the Trustee for the benefit of the Warrantholder that so long as any Purchase Warrants remain outstanding: a. it shall reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon the exercise of the Purchase Warrants; b. it shall cause the Common Shares and the certificates representing the Common Shares acquired pursuant to the valid exercise of the Purchase Warrants to be duly issued and delivered in accordance with the Warrant Certificates and the terms hereof; c. all Common Shares issued upon exercise of the right to acquire provided for herein and in the Warrant Certificates shall be issued as fully paid and non-assessable; d. the Corporation will direct the Trustee to keep open the Warrant Register and will not take any action or omit to take any action that would have the effect of preventing the Warrantholders from exercising any of the Purchase Warrants or receiving any of the Common Shares upon such exercise; e. the Corporation will make all requisite filings, including filings with securities regulatory authorities in Canada and the United States, in connection with the exercise of the Purchase Warrants and the issue of the Common Shares issuable upon exercise thereon, and will maintain its status as a reporting issuer not in default in the Filing Jurisdictions; f. the Corporation will perform and comply with all of its covenants and agreements set forth in the Underwriting Agreement and the Agency Agreement; g. it will use its reasonable best efforts to maintain the listing of the Common Shares on the TSX and the AMEX; h. it will use its reasonable best efforts to maintain its status as a reporting issuer not in default under, and not be in default in any material respect of the applicable requirements of, the applicable securities laws of each of the provinces of Canada and the federal securities laws of the United States from the date hereof up to and including the Time of Expiry; i. the Corporation covenants and agrees that for so long as follows:the Purchase Warrants are exercisable, it will register (and maintain such registration of) the Common Shares issuable upon exercise of the Purchase Warrants under the securities laws of all U.S. States in which the Common Shares are not otherwise exempt from such securities registration requirements. For purposes of the foregoing, "U.S. States" means the 50 states of the United States of America, the District of Columbia, Puerto Rico and Guam; 5.1 Such Pledgor j. it shall do all use its reasonable acts that may be necessary and appropriate best efforts to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage tomaintain its registration statement on Form S-3 (File No. 333-____), or destruction of the Pledged Collateral owned by another registration statement on such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that form filed with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings United States Securities and Exchange Commission with respect to the Pledged CollateralCommon Shares and Purchase Warrants, continuously effective under the U.S. Securities Act of 1933, as amended; k. the Corporation will do, or cause to be done, all things necessary to preserve and keep in full force and effect its corporate existence and carry on and conduct its business in accordance with good business practice; 5.3 Such Pledgor shalland l. generally, it will well and shall cause each truly perform and carry out all of the Companies to, keep separate, accurate acts or things to be done by it as provided in this Indenture or as the Trustee may reasonably require for the better accomplishing and complete records effecting of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any intentions and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Indenture.

General Covenants. Each Pledgor hereby The Corporation covenants and agrees with the Trustee that so long as followsany Warrants remain outstanding: 5.1 Such Pledgor shall do (1) It will at all reasonable acts times maintain its corporate existence and will carry on and conduct its business in accordance with good business practice. (2) It will send to each Warrantholder copies of all financial statements and other material furnished to the holders of Exchangeable Shares after the date of this Indenture. (3) It will reserve and there will remain unissued out of its authorized capital a sufficient number of Underlying Shares to satisfy the rights of acquisition provided for herein. (4) It will cause the Underlying Shares from time to time subscribed for pursuant to the Warrants in the manner herein provided and the certificates representing such Underlying Shares to be duly issued and delivered in accordance with the Warrants and the terms hereof. (5) All Exchangeable Shares that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction issued upon exercise of the Pledged Collateral owned by such Pledgor, unless such loss is right to acquire provided for herein shall be issued as fully paid and non-assessable and the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor holders thereof shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably not be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect liable to the Pledged Collateral; 5.3 Such Pledgor shallCorporation or its creditors in respect thereof. (6) It shall use its reasonable efforts to obtain, and shall cause as soon as practicable, Transaction Approval and, as soon as practicable thereafter, to obtain from each of the Companies to, keep separate, accurate and complete records Securities Commissions in the Designated Provinces a receipt or similar document for the Final Prospectus. (7) It will use its reasonable efforts to maintain the listing of the Pledged CollateralExchangeable Shares on The Toronto Stock Exchange and to ensure that the Exchangeable Shares issuable upon the exercise of the Warrants will be listed and posted for trading on such exchange simultaneously with or as soon as practicable following their issue. (8) It will use its reasonable best efforts to maintain its status as a reporting issuer (or analogous entity) as set out in paragraph 4(i) of Schedule "A" of the Subscription Agreements and to continue to be in compliance with its obligations under the Securities Laws of such Provinces, disclosing without default, from the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable date hereof up to and including the first anniversary of the Closing Date. (9) Subject only to the Pledged Collateral unless any noncompliance would not individually or in obtaining by the aggregate materially impair Corporation of Shareholder Approval, the use or value issue and sale of the Pledged Collateral Warrants do not and will not result in a breach by the Corporation of, 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 by the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts Corporation of any nature imposed by any Official Body on applicable laws and do not and will not conflict with any of the Pledged Collateralterms, except conditions or provisions of the articles of the Corporation or by-laws or resolutions of the Corporation or any trust indenture, loan agreement or any other agreement or instrument to which the extent contested in good faith Corporation is a party or by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following which it is contractually bound on the date hereof. (10) It will call and hold the Shareholder Meeting prior to the Qualification Deadline and, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any immediately following the holding of the Companies or any Shareholder Meeting, will inform the Trustee of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }results thereof.

General Covenants. Each Pledgor hereby Kinross represents, warrants, covenants and agrees with the Trustee that so long as followsany Warrant remains outstanding and may be exercised: 5.1 Such Pledgor shall do (a) Kinross is duly authorized to create and issue the Warrants and that the Warrant Certificates, when issued and countersigned as herein provided, will be valid and enforceable against Kinross; (b) Kinross will at all reasonable acts that may times maintain its corporate existence, carry on and conduct its business in a proper and business-like manner and keep or cause to be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible kept proper books of account in accordance with generally accepted accounting practice; (c) Kinross will reserve for the risk of loss of, damage to, or destruction purpose and keep available sufficient unissued Common Shares to enable it to satisfy its obligations on the exercise of the Pledged Collateral owned by such Pledgor, unless such loss is Warrants; (d) Kinross will cause the result Common Shares from time to time issued pursuant to the exercise of the gross negligence Warrants, and the certificates representing such Common Shares, to be duly issued and delivered in accordance with the Warrants and the terms hereof; (e) all Common Shares that are issued or willful misconduct created on exercise of the Administrative Agent; 5.2 Such Pledgor shall appear Warrants will be fully paid and non-assessable; (f) Kinross will cause the Trustee to keep open on business days the registers of holders and registers of transfers referred to in Section 3.1 and defend will not take any action or proceeding omit to take any action which would have the effect of preventing the Warrantholders from exercising any of the Warrants or receiving any of the Common Shares upon such exercise; (g) Kinross will make all requisite filings, including filings with appropriate Securities Commissions, in connection with the exercise of the Warrants and issue of the Common Shares; (h) Kinross shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all other acts, deeds and assurances in law as the Trustee may reasonably require for the better accomplishing and effecting of the provisions and intention of this Indenture; (i) generally, Kinross will well and truly perform and carry out all acts and things to be done by it as provided in this Indenture and will not take any action which such Pledgor is aware which could might reasonably be expected to affect such Pledgor’s title to, deprive the Warrantholders of their rights to acquire Common Shares upon the exercise of the Warrants; (j) Kinross shall maintain its status as a reporting issuer (or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause equivalent) not in default in each of the Companies toQualifying Jurisdictions providing for such a regime and will use its best efforts to maintain the listing of (i) the Common Shares and the Warrants on the Toronto Stock Exchange and (ii) the Common Shares on the American Stock Exchange or the New York Stock Exchange; and (k) Kinross will, keep separate, accurate and complete records no later than the earlier of (i) the date which is 15 days after the five day volume weighed average trading price of the Pledged CollateralCommon Shares on the Toronto Stock Exchange exceeds $4.25; and (ii) April 30, disclosing 2003, file a shelf prospectus in the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply Provinces of Ontario and Quebec and a registration statement on Form F-10 under the Multijurisdictional Disclosure System with all Laws applicable the U.S. Securities and Exchange Commission relating to the Pledged Collateral unless any noncompliance would not individually or in Common Shares issuable on the aggregate materially impair the use or value exercise of the Pledged Collateral Warrants, and use its reasonable best efforts to keep the prospectus continuously effective for so long as shall be necessary to permit the exercise of the Warrants (which period shall terminate no later than the earlier of the Expiry Time or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and date on which all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Warrants have been so exercised).

General Covenants. Each Pledgor hereby covenants and agrees as follows: 5.1 (a) Such Pledgor shall do all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 . (b) Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 ; (c) Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 ; (d) Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 ; (e) Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 ; (f) Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect inspect, audit, and verify all books and records related to the Pledged Collateral; 5.7 , including reviewing all of such Pledgor’s books and records and copying and making excerpts therefrom, provided that prior to an Event of Default or a Potential Default, the same is done with reasonable advance notice during normal business hours to the extent access to such Pledgor’s premises is required; (g) Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, shares securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and and, such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests[, if any,] together with an updated Schedule A hereto, to the Administrative Agent, Agent together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; (h) Except as permitted by the Credit Agreement, during the term of this Agreement, such Pledgor shall not sell, assign, replace, retire, transfer or otherwise dispose of its Pledged Collateral; (i) Such Pledgor will not change its state of incorporation, formation or organization, as applicable, without providing thirty (30) days prior written notice to the Administrative Agent; (j) Such Pledgor will not change its name without providing thirty (30) days prior written notice to the Administrative Agent; (k) Such Pledgor shall preserve its existence as a corporation or a limited liability company, as applicable, and except as permitted by the Credit Agreement, shall not (i) in one, or a series of related transactions, merge into or consolidate with any other entity, the survivor of which is not such Pledgor, or (ii) sell all or substantially all of its assets; {N0289348 2 }and (l) During the term of this Agreement, such Pledgor shall not permit any Company to treat any uncertificated ownership interests as securities which are subject to Article 8 of the Code.

General Covenants. Each Pledgor hereby covenants and agrees as follows: 5.1 (a) Such Pledgor shall do all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral and Pledged Joint Venture Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral and Pledged Joint Venture Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in . (b) The capital stock shares, securities, member interests, partnership interests and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, other ownership interests constituting the Pledged Collateral or and Pledged Joint Venture Collateral have been duly authorized and validly issued to such Pledgor (as set forth on Schedule A hereto), are fully paid and nonassessable and constitute the proceeds thereof; provided, however, that with following (i) the consent percentage listed on Schedule A of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shallissued and outstanding capital stock, member interests and shall cause partnership interests of each of the Companies towhich are not Foreign Companies, keep separate, accurate and complete records (ii) the lesser of (x) sixty five percent (65%) of the Pledged Collateralissued and outstanding capital stock, disclosing shares, securities, member interests and partnership interests of each of the Administrative Agent’s Foreign Companies or (y) all of the issued and outstanding capital stock, member interests and partnership interests owned by Borrowers or any of its Subsidiaries of each Foreign Company. (c) The security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to interests under the Code in the Pledged Collateral unless any noncompliance would not individually or (TERM) granted hereunder are valid, perfected and of first priority subject to the Lien of no other Person. Upon the consummation of those actions described in Section 2(c) hereof, the security interests in the aggregate materially impair Pledged Collateral (Term) granted hereunder shall be valid, perfected and of first priority subject to the use or value Lien of no other Person under all applicable Law. (d) The security interests under the Code in the Pledged Collateral (Revolver) granted hereunder are valid, perfected and of second priority subject to the Lien of no other Person except as provided in the Pledge Agreement (Revolver). Upon the consummation of those actions described in Section 2(c) hereof, the security interests in the Pledged Collateral (Revolver) granted hereunder shall be valid, perfected and of second priority subject to the Lien of no other Person under all applicable Law, except as provided in the Pledge Agreement (Revolver). (e) Except as provided on Schedule B attached hereto, there are no restrictions upon the transfer of the Pledged Collateral and Pledged Joint Venture Collateral and such Pledgor has the power and authority and unencumbered right to transfer the Pledged Collateral and Pledged Joint Venture Collateral owned by such Pledgor free of any encumbrances and without the necessity of obtaining the consent of any other Person, other than such consents as have been or will be obtained as of the Administrative Agent’s rights hereunder; 5.5 date hereof or in connection with Pledged Collateral and Pledged Joint Venture Collateral subsequently acquired by Pledgor and other than as provided in the Credit Agreement and the Pledge Agreement (Revolver). (f) Such Pledgor has all necessary power to execute, deliver and perform this Agreement and all necessary action to authorize the execution, delivery and performance of this Agreement has been properly taken. (g) Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral and Pledged Joint Venture Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 ; (h) Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral and Pledged Joint Venture Collateral; 5.7 ; (i) Subject to Section 2(c2(d) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, shares securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral and Pledged Joint Venture Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and and, such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, interests together with an updated Schedule A heretoAhereto, to the Administrative Agent, Agent together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; (j) Except as permitted by the Credit Agreement, during the term of this Agreement, such Pledgor shall not sell, assign, replace, retire, transfer or otherwise dispose of its Pledged Collateral and Pledged Joint Venture Collateral; (k) Such Pledgor will not change its state of incorporation, formation or organization, as applicable without providing thirty (30) days prior written notice to the Administrative Agent and each of Pledgor shall not, and shall not permit any Company to, amend in any respect its certificate of incorporation (including any provisions or resolutions relating to capital stock), by-laws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement, joint venture agreement or other organizational documents without providing at least ten (10) calendar days’ prior written notice to the Administrative Agent and, in the event such change would be material and adverse to the Lenders as determined by the Administrative Agent in its sole discretion, obtaining the prior written consent of the Required Lenders; (1) Such Pledgor will not change its name without providing thirty (30) days prior written notice to the Administrative Agent; (m) Except as permitted by Sections 8.26 and 8.27 of the Credit Agreement, each Pledgor shall preserve its existence as a corporation or a limited liability company, as applicable, and except as permitted by the Credit Agreement, shall not (i) in one, or a series of related transactions, merge into or consolidate with any other entity, the survivor of which is not such Pledgor, or (ii) sell all or substantially all of its assets; {N0289348 2 }and (n) During the term of this Agreement, such Pledgor shall not permit any Company to treat any uncertificated ownership interests as securities which are subject to Article 8 of the Code.

General Covenants. Each Pledgor hereby SMTC Canada represents, warrants, covenants and agrees with the Trustee for the benefit of the Trustee and the Special Warrantholders that so long as followsany Special Warrant remains outstanding and may be exercised: 5.1 Such Pledgor shall do (a) SMTC Canada is duly authorized to create and issue the Special Warrants and the Special Warrant Certificates, when issued and countersigned as herein provided, will be valid and enforceable against SMTC Canada; (b) SMTC Canada will at all reasonable acts that may times maintain its corporate existence, carry on and conduct its business in a proper and business-like manner, keep or cause to be necessary kept proper books of account in accordance with generally accepted accounting practice and appropriate SMTC Canada will send to maintain, preserve and protect Special Warrantholders copies of all financial statements furnished to its shareholders during the Pledged Collateral; such Pledgor shall be responsible term of this Indenture; (c) SMTC Canada will reserve for the risk purpose and will allot out of loss of, damage to, its authorized capital that number of Exchangeable Shares to enable it to satisfy its obligations on the exercise or destruction deemed exercise of the Pledged Collateral owned Special Warrants and the due exercise of the Share Purchase Warrants issued on the exercise or deemed exercise of the Special Warrants; (d) SMTC Canada will cause the Exchangeable Shares and Share Purchase Warrants to be issued from time to time pursuant to the exercise or deemed exercise of the Special Warrants, and the certificates representing such Exchangeable Shares and the certificates representing the Share Purchase Warrants to be duly issued and delivered in accordance with the Special Warrants and the terms hereof; (e) until the expiry date of the Special Warrants, SMTC Canada will not amend this Indenture without the approval of the holders of Special Warrants then outstanding, such approval to be given by such Pledgoran Extraordinary Resolution of the holders of Special Warrants then outstanding pursuant to the Special Warrant Indenture, unless such loss is the result amendment would otherwise be permitted under Article 9 hereof; (f) all Exchangeable Shares that are issued or created on due exercise or deemed exercise of the gross negligence Special Warrants or willful misconduct the due exercise of the Administrative Agent; 5.2 Such Pledgor shall appear Share Purchase Warrants will be fully paid and non-assessable; (g) SMTC Canada will cause the Trustee to keep open on business days the registers of holders and registers of transfers referred to in Section 4.1 and defend will not take any action or proceeding omit to take any action which would have the effect of preventing the Special Warrantholders from exercising any of the Special Warrants or receiving any of the Exchangeable Shares and Share Purchase Warrants upon such exercise; (h) SMTC Canada will make all filings required to be made by SMTC Canada, including filings with appropriate securities commissions, in connection with the issuance and sale of the Special Warrants, the exercise of the Special Warrants and issue of the Exchangeable Shares and Share Purchase Warrants; (i) generally, SMTC Canada will well and truly perform and carry out all acts and things to be done by it as provided in this Indenture and will not take any action which such Pledgor is aware which could might reasonably be expected to affect deprive the Special Warrantholders of their rights to acquire Exchangeable Shares and Share Purchase Warrants upon the exercise of the Special Warrants; (j) SMTC Canada will, within one business day of the meeting of shareholders of SMTC held to obtain the Requisite Shareholder Approval, deliver to the Trustee a certificate setting forth the results of each vote held at such Pledgor’s title tomeeting and stating whether SMTC has obtained the requisite approval of its shareholders to the issuance of the Underlying Common Shares and of the Debt Restructuring Agreement; (k) SMTC Canada will refuse to register any transfer of the Special Warrants or Share Purchase Warrants, any exercise of the Special Warrants or Share Purchase Warrants, any transfer of the Exchangeable Shares or any exchange of the Exchangeable Shares not made in accordance with Regulation S of the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration under the Administrative Agent’s interest inSecurities Act; (l) Without limiting the provisions of the Underwriting Agreement, the Pledged Collateral or the proceeds thereof; providedSMTC Canada will prepare, however, that in conformity with the consent requirements of all Applicable Legislation in all material respects, and file the Administrative Agent such Pledgor may settle such actions or proceedings Preliminary Prospectus with respect to the Pledged Collateral; 5.3 Such Pledgor shallSecurities Commissions as soon as possible, and shall cause use its commercially reasonably efforts to obtain receipts therefor from the Securities Commission as soon as commercially practicable thereafter. SMTC Canada will use its commercially reasonable efforts to resolve as soon as commercially practicable any regulatory deficiencies in respect of the Preliminary Prospectus. As soon as possible after such deficiencies have been resolved and/or satisfied, and in no event later than the Prospectus Qualification Deadline, SMTC Canada will prepare and file in conformity with the requirements of Applicable Legislation, in all material respects, the Final Prospectus with the Securities Commissions. SMTC Canada will use its commercially reasonable efforts to obtain receipts therefor from the Securities Commissions as soon as commercially practicable thereafter, qualifying the distribution of the Units, comprised of Exchangeable Shares and Share Purchase Warrants, issuable on exercise of the Special Warrants in each of the Companies to, keep separate, accurate Qualifying Jurisdictions and complete records of shall provide the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply Special Warrantholders with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or documents customarily provided in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral connection with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }a distribution under a prospectus.

General Covenants. Each Pledgor hereby The Company represents, warrants and covenants and agrees as followswith the Warrant Agent for the benefit of the Warrantholders that: 5.1 Such Pledgor (a) it will at all times maintain its corporate existence and remain in good standing under the jurisdiction of its incorporation, carry on and conduct its business in a proper and business-like manner, keep or cause to be kept proper books of account in accordance with generally accepted accounting principles and to carry on its business in the ordinary course; (b) it is duly authorized to create and issue the Warrants to be issued hereunder and the Warrant Certificates when issued and certified as herein provided will be legal, valid, binding and enforceable obligations of the Company; (c) subject to the provisions of this Indenture, it will cause the Shares from time to time subscribed for and purchased pursuant to the exercise of Warrants and the certificates representing such Shares to be duly issued and delivered in accordance with the Warrants and the terms hereof; (d) at all times while any Warrants are outstanding it shall do reserve and there shall remain unissued and conditionally allotted out of its authorized capital a number of Shares sufficient to enable the Company to meet its obligations to issue Shares on the exercise of Warrants outstanding hereunder from time to time; (e) upon the exercise by the holder of any Warrant of the right of purchase provided for therein and herein and upon payment of the Exercise Price applicable thereto for each Share in respect of which the right of purchase is so exercised, all Shares issuable upon the exercise shall be issued as fully paid and non-assessable; (f) it will use its commercially reasonable efforts to ensure that the Shares issuable upon exercise of the Warrants will be listed for trading on the Exchange. For greater certainty, using “commercially reasonable efforts” shall not preclude the Directors from approving or recommending a transaction which may result in the acquisition of all or substantially all of the Shares which transaction may result in the delisting of the Shares; (g) the Company will use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Securities Laws in the Qualifying Jurisdictions; (h) the issue of the Warrants does not and will not result in a breach by the Company of, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach by the Company of any Applicable Laws, and does not and will not conflict with any of the terms, conditions or provisions of the articles, by-laws or resolutions of the Company or any trust indenture, loan agreement or any other agreement or instrument to which the Company is a party or by which it is contractually bound on the date of this Indenture; (i) it shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all other acts, deeds and assurances in law as the Warrant Agent may reasonably require for better accomplishing and effecting the intentions and provisions of this Indenture; (j) with respect to any notices to be given or other acts that to be performed or which may be necessary given or performed by the Warrant Agent under or pursuant to this Indenture, the Company shall provide to the Warrant Agent in a timely manner all such information and appropriate documents as the Warrant Agent may reasonably request and are within the knowledge or control of the Company in order to maintainverify the factual circumstances relating to such notices or acts and, preserve if requested, such notices or acts and, if requested, such information and protect the Pledged Collateral; such Pledgor documents shall be responsible for the risk of loss of, damage to, or destruction certified as correct by an officer of the Pledged Collateral owned by such PledgorCompany; (k) generally, unless such loss is the result it will well and truly perform and carry out all of the gross negligence acts or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear things to be done by it as provided in this Indenture and defend will not take any action or proceeding of which such Pledgor is aware which could might reasonably be expected to affect such Pledgor’s title to, or deprive holders of Warrants their rights to acquire Shares on the Administrative Agent’s interest in, exercise thereof; (l) the Pledged Collateral or Company shall promptly inform the proceeds thereof; provided, however, that with the consent Warrant Agent of the Administrative Agent such Pledgor may settle such actions number of Warrants owned by the Company, a Subsidiary or proceedings any Affiliate in connection with respect any determination of “outstanding” pursuant to the Pledged Collateral; 5.3 Such Pledgor shallSection 1.2(c); (m) it will make all requisite filings under applicable laws and regulations, and shall cause each including, without limitation, Securities Laws, including those necessary to remain a reporting issuer not in default of the Companies to, keep separate, accurate and complete records requirements of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Securities Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair provinces of Canada in which it is a reporting issuer and those required on the use or value exercise of the Pledged Collateral or the Administrative Agent’s rights hereunderWarrants; 5.5 Such Pledgor shall pay any and (n) it will duly and punctually perform all taxes, duties, fees or imposts of any nature imposed by any Official Body its covenants and satisfy all terms and conditions on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed part to be hereby pledged to the Administrative Agent; performed and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of satisfied under this Agreement as the Administrative Agent may request; {N0289348 2 }Indenture.

General Covenants. Each Pledgor The MLP hereby covenants and agrees as followsfollows with respect to the Pledged Collateral pledged by the MLP: 5.1 Such Pledgor (a) The MLP shall do all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor Collateral and shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such PledgorCollateral, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor . The MLP shall notify the Agent in writing ten (10) days prior to any change in the address of the chief executive office set forth on Schedule B. (b) The MLP shall appear in and defend any action or proceeding of which such Pledgor the MLP is aware which could reasonably be expected to affect such Pledgorthe MLP’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or and the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor MLP may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor Collateral with the consent of the Agent. (c) The MLP shall, and shall cause each of the Companies Company to, keep separate, accurate and complete records of the Pledged CollateralCollateral owned by the MLP, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor . (d) The MLP shall comply with all Laws applicable to the Pledged Collateral unless any such noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor . (e) The MLP shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor . (f) The MLP shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c. (g) hereof, to To the extent, following the date hereof, such Pledgor the MLP acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of in the Companies Company or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of of, and then constituting, Pledged Collateral with respect to any of the CompaniesCompany, such ownership rights, property or member interests or securities shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; , and such Pledgor the MLP thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, interests together with an updated Schedule A heretoA, to the Administrative Agent, Agent together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request. (h) The MLP will not change its state of formation without providing thirty (30) days prior written notice to the Agent. (i) The MLP will not change it’s name without providing thirty (30) days prior written notice to the Agent. (j) During the term of this Agreement, the MLP shall not sell, assign, replace, retire, transfer or otherwise dispose of the Pledged Collateral. (k) The MLP shall at any time and from time to time take such steps as the Agent may reasonably request as are necessary for the Agent to insure the continued perfection of the Agent’s and the Lenders’ security interest in the Pledged Collateral with the same priority required hereby and the preservation of its rights therein. (l) During the term of this Agreement, the MLP shall not permit the Company to treat any uncertificated ownership interests as securities which are subject to Article 8 of the Code. (m) Notwithstanding the security interest in the Pledged Collateral in favor of the Agent, dividends or distributions by the Company may be made to the MLP in accordance with the Credit Agreement and, once made, shall no longer constitute Pledged Collateral, provided that no Event of Default or Potential Default shall have occurred or exist immediately prior to, at the time of, or after giving effect to such dividend or distribution. Any dividend or distribution by the Company to the MLP shall be made in accordance with the Credit Agreement and only if no Event of Default or Potential Default shall have occurred or exist immediately prior to, at the time of, or after giving effect to such dividend or distribution; {N0289348 2 }and if any cash-only dividend or distribution has been made in violation hereof or thereof or if any Event of Default or Potential Default exists immediately prior to, at the time of the making of, or after giving effect to such such dividend or distribution, then the MLP hereby agrees to immediately remit the full amount of such dividend or distribution to the Agent.

General Covenants. Each Pledgor hereby The Corporation covenants and agrees with the Trustee for the benefit of the Warrantholder that so long as followsany Purchase Warrants remain outstanding: 5.1 Such Pledgor a. it shall do reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon the exercise of the Purchase Warrants; b. it shall cause the Common Shares and the certificates representing the Common Shares acquired pursuant to the valid exercise of the Purchase Warrants to be duly issued and delivered in accordance with the Warrant Certificates and the terms hereof; c. all reasonable acts that may be necessary Common Shares issued upon exercise of the right to acquire provided for herein and appropriate to maintain, preserve and protect in the Pledged Collateral; such Pledgor Warrant Certificates shall be responsible for issued as fully paid and non-assessable; d. the risk of loss of, damage to, or destruction of Corporation will direct the Pledged Collateral owned by such Pledgor, unless such loss is Trustee to keep open the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in Warrant Register and defend will not take any action or proceeding omit to take any action that would have the effect of preventing the Warrantholders from exercising any of the Purchase Warrants or receiving any of the Common Shares upon such exercise; e. the Corporation will make all requisite filings, including filings with securities regulatory authorities in Canada and the United States, in connection with the exercise of the Purchase Warrants and the issue of the Common Shares issuable upon exercise thereon, and will maintain its status as a reporting issuer not in default in the Filing Jurisdictions; f. the Corporation will perform and comply with all of its covenants and agreements set forth in the Underwriting Agreement and the Agency Agreement; g. it will use its best efforts to maintain the listing of the Common Shares on the TSX and the AMEX; h. it will use its best efforts to maintain the listing of the Purchase Warrants on the TSX until the Expiry Date; i. it will use its best efforts to maintain its status as a reporting issuer not in default under, and not be in default in any material respect of the applicable requirements of, the applicable securities laws of each of the provinces of Canada and the federal securities laws of the United States from the date hereof up to and including the Time of Expiry; j. it will register (and maintain such registration of) the Common Shares issuable upon exercise of the Purchase Warrants under the securities laws of all U.S. States in which the Common Shares are not otherwise exempt from such Pledgor is aware which could reasonably be expected securities registration requirements. For purposes of the foregoing, "U.S. States" means the 50 states of the United States of America, the District of Columbia, Puerto Rico and Guam; k. it shall use its best efforts to affect such Pledgor’s title tomaintain its registration statement on Form S-3 (File No. 333-102225), or the Administrative Agent’s interest inanother registration statement on such form or, the Pledged Collateral or the proceeds thereof; providedif it is not eligible to use such form, howeveron another form, that filed with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings United States Securities and Exchange Commission with respect to the Pledged CollateralCommon Shares and Purchase Warrants, continuously effective under the U.S. Securities Act; l. the Corporation will do, or cause to be done, all things necessary to preserve and keep in full force and effect its corporate existence and carry on and conduct its business in accordance with good business practice; 5.3 Such Pledgor shalland m. generally, it will well and shall cause each truly perform and carry out all of the Companies to, keep separate, accurate acts or things to be done by it as provided in this Indenture or as the Trustee may reasonably require for the better accomplishing and complete records effecting of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any intentions and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Indenture.

General Covenants. Each Pledgor hereby Crystallex represents, warrants, covenants and agrees to and with the Warrant Agent that, so long as followsany Warrant remains outstanding and may be exercised: 5.1 Such Pledgor shall do (a) Crystallex is duly authorized to create and issue the Warrants and that the Warrant Certificates, when issued and countersigned as herein provided, will be valid and enforceable against Crystallex; (b) Crystallex will at all reasonable acts that may times maintain its corporate existence, carry on and conduct its business in a proper and business-like manner, keep or cause to be kept proper books of account in accordance with generally accepted accounting practice and Crystallex will send to Warrantholders copies of all financial statements furnished to its shareholders during the term of this Indenture; (c) Crystallex will continue, and will cause each of its subsidiaries to continue, to engage in business of the same general type as now conducted by Crystallex and its subsidiaries, and will preserve, renew and keep in full force and effect its respective corporate existence and their respective material rights, privileges and franchises necessary or desirable in the normal conduct of business; (d) Crystallex and appropriate each of its subsidiaries will not, in a single transaction or a series of related transactions, (i) consolidate with or merge with or into any other person, or (ii) permit any other person to maintainconsolidate with or merge into it, preserve and protect the Pledged Collateral; such Pledgor unless (x) either (A) Crystallex shall be responsible the survivor of such merger or consolidation or (B) the surviving person shall expressly assume by supplemental agreement all of the obligations of Crystallex under the Subscription Agreement, this Indenture and the Note Indenture; (y) if Crystallex is not the surviving entity, such surviving entity's common shares shall be listed on either The New York Stock Exchange, AMEX, Nasdaq National Market or TSX and (z) Crystallex has delivered to the Warrantholders an officers' certificate and opinion of counsel, each stating that such consolidation, merger or transfer complies with this Indenture, that the surviving person agrees to be bound thereby and that all conditions precedent in this Indenture relating to such transaction have been satisfied; (e) Crystallex will reserve for the risk of loss of, damage to, purpose and keep available sufficient unissued or destruction created Common Shares to enable it to satisfy its obligations on the exercise of the Pledged Collateral owned by Warrants and will issue and deliver such Pledgor, unless such loss is shares in accordance with the result provisions hereof; (f) Crystallex will cause the Common Shares from time to time issued pursuant to the exercise of the gross negligence Warrants, and the certificates representing such Common Shares, to be duly issued and delivered in accordance with the Warrants and the terms hereof; (g) all Common Shares that are issued or willful misconduct created on exercise of the Administrative Agent; 5.2 Such Pledgor shall appear Warrants will be fully paid and non-assessable; (h) Crystallex will cause the Warrant Agent to keep open on business days the registers of holders and registers of transfers referred to in subsection 3.1 and defend will not take any action or proceeding omit to take any action which would have the effect of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or preventing the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on Warrantholders from exercising any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of Warrants or receiving any of the Companies or any Common Shares upon such exercise; (i) Crystallex is a "reporting issuer" not in default under the securities legislation of each of Ontario, British Columbia, Alberta and Nova Scotia and, with the exception of the rightsCompany's most recently filed Form 20-F, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in has timely filed all forms and reports under the definition of Pledged Collateral with respect Exchange Act required to any of the Companies, such ownership interests shall be filed by it since it has become subject to the terms hereof periodic reporting requirements thereunder and there is no material change in the affairs of Crystallex which presently requires disclosure under applicable securities laws which has not been so disclosed and no such disclosure has been made on a confidential basis since March 31, 2003 which has not subsequently been disclosed. Crystallex covenants and agrees to use its reasonable best efforts to ensure that it remains a reporting issuer in good standing under the securities legislation in Ontario until the Expiry Time; (j) Crystallex will make all requisite filings, including filings with the Ontario Securities Commission and the SEC, in connection with the issuance and exercise of the Warrants and issue of the Common Shares thereunder; and (k) generally, upon such acquisition, shall be deemed Crystallex will well and truly perform and carry out all acts and things to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of done by it as provided in this Agreement as the Administrative Agent may request; {N0289348 2 }Indenture.

General Covenants. Each Pledgor hereby The Company covenants and agrees with the Special Warrant Agent that, so long as followsany Special Warrants remain outstanding: 5.1 Such Pledgor shall do all reasonable acts that may (a) it is duly authorized to create and issue the Special Warrants and, when issued and countersigned as herein provided, or when issued in uncertificated form as herein provided, the Special Warrants will be necessary valid and appropriate to maintain, preserve enforceable obligations of the Company; (b) it will reserve and protect the Pledged Collateral; such Pledgor shall be responsible keep available a sufficient number of Common Shares for the risk purpose of loss ofenabling it to satisfy its obligations to issue the Unit Shares upon the exercise of the Special Warrants, damage toand Unit Warrant Shares upon the exercise of the Unit Warrants; (c) it will reserve a sufficient number of Unit Warrants for the purpose of enabling it to satisfy its obligations to issue the Unit Warrants upon the exercise of the Special Warrants; (d) it will cause the Unit Shares and Unit Warrants and the certificates representing the Unit Shares and Unit Warrants from time to time acquired pursuant to the exercise of the Special Warrants to be duly issued and delivered in accordance with the Special Warrant Certificates and the terms hereof; (e) it will use its commercially reasonable efforts to maintain its corporate existence or the corporate existence of any Successor Corporation and carry on its business in the ordinary course, consistent with past practices; (f) it will use its commercially reasonable efforts to ensure that the Shares are listed and posted for trading on the CSE (or such other stock exchange on which the Common Shares are listed and posted for trading), provided that this clause shall not be construed as limiting or restricting the Company from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Shares ceasing to be listed and posted for trading on the CSE, so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title tocash, or the Administrative holders of the Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the CSE; (g) all Unit Shares which will be issued upon exercise of the Special Warrants will be fully paid and non-assessable, free and clear of all encumbrances, except for re-sale restrictions as may be required under applicable Securities Laws; (h) it will make all requisite filings under applicable Securities Laws including those necessary to remain a reporting issuer not in default in such jurisdictions in which it is presently or in which it becomes a reporting issuer and those filings required in connection with the issuance of the Special Warrants; (i) it will use its commercially reasonable best efforts to obtain a Receipt for the Prospectus as expeditiously as possible; (j) in the event the Receipt is obtained, it will give written notice to the Special Warrant Agent of the issuance of the Receipt and specifying the date on which the Special Warrants expire and the date of automatic exercise, not later than one Business Day after the issuance of such Receipt; and the Company will provide written confirmation to the Special Warrant Agent’s interest in, of any adjustment that has been made pursuant to Article 4 in the aforementioned notice; (k) it will not pay or give any consideration or other remuneration to any person in respect of the exercise of the Special Warrants except for administrative or professional services or for services performed by a registered dealer; (l) 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 exercise or deemed exercise of a Special Warrant may properly and legally be delivered upon the due exercise or deemed exercise of a Special Warrant, the Pledged Collateral Company 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 proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall circumstances; (m) it will comply with all Laws applicable covenants and satisfy all terms and conditions on its part to be performed and satisfied under this Indenture and advise the Pledged Collateral unless Special Warrant Agent promptly in writing of any noncompliance would not individually or in default under the aggregate materially impair the use or value terms of this Indenture; and (n) generally, it will well and truly perform and carry out all of the Pledged Collateral acts or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed things to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of done by it as provided in this Agreement as the Administrative Agent may request; {N0289348 2 }Indenture.

General Covenants. Each Pledgor hereby jointly and severally covenants and agrees as follows: 5.1 (a) Such Pledgor shall do all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 . If such Pledgor is not a natural person, such Pledgor shall notify the Administrative Agent in writing thirty (30) days prior to any change in such Pledgor's chief executive office address, legal name, or state of incorporation, formation or organization; (b) Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s 's title to, or the Administrative Agent’s 's interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 ; (c) Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s 's security interest hereunder; 5.4 (d) Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s 's rights hereunder; 5.5 (e) Such Pledgor shall pay any and all material taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 };

General Covenants. Each Pledgor hereby The Company represents, warrants and covenants and agrees as followswith the Warrant Agent for the benefit of the Warrantholders that: 5.1 Such Pledgor (a) it will at all times maintain its existence, carry on and conduct its business in a proper, efficient and business-like manner and, in accordance with good business practice, keep or cause to be kept proper books of account in accordance with generally accepted accounting principles; (b) it is duly authorized to create and issue the Warrants to be issued hereunder and the Warrant Certificates when Authenticated and certified as herein provided will be legal, valid, binding and enforceable obligations of the Company; (c) subject to the provisions of this Indenture, it will cause the Shares from time to time subscribed for and purchased pursuant to the exercise of Warrants and the certificates representing such Shares to be duly issued and delivered in accordance with the Warrants and the terms hereof; (d) at all times while any Warrants are outstanding it shall do reserve and there shall remain unissued and conditionally allotted out of its authorized capital a number of Shares sufficient to enable the Company to meet its obligations to issue Shares on the exercise of Warrants outstanding hereunder from time to time; (e) upon the exercise by the holder of any Warrant of the right of purchase provided for therein and herein and upon payment of the Exercise Price applicable thereto for each Share in respect of which the right of purchase is so exercised, all Shares issuable upon the exercise shall be issued as fully paid and non-assessable; (f) it will use commercially reasonable best efforts to ensure that the Warrants and the Shares issuable upon exercise of the Warrants will be listed for trading on the Exchange until such time as the Warrants and the Shares issuable upon exercise of the Warrants are listed on the Toronto Stock Exchange; (g) the Company shall apply to list the Warrants and the Shares issuable upon exercise of the Warrants on the Toronto Stock Exchange and shall use commercially reasonable efforts to have such listing take effect as soon as reasonably practical after completion of the Acquisition and will thereafter use commercially reasonable efforts to maintain such listing; (h) the Company will use commercially reasonable best efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Securities Laws in each of the Canadian Qualifying Jurisdictions; (i) the issue of the Warrants does not and will not result in a breach by the Company of, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach by the Company of any applicable laws, and does not and will not conflict with any of the terms, conditions or provisions of the memorandum of the Company or the articles or resolutions of the Company or any trust indenture, loan agreement or any other agreement or instrument to which the Company is a party or by which it is contractually bound on the date of this Indenture; (j) it shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all other acts, deeds and assurances in law as the Warrant Agent may reasonably require for better accomplishing and effecting the intentions and provisions of this Indenture; (k) it will duly and punctually perform all of its covenants contained in this Indenture governing the due authorization, creation and issue of the Warrants and the Warrant Certificates, and the reservation, allotment and issuance of the Shares issuable on the exercise thereof; (l) it will make all requisite filings under applicable laws and regulations, including, without limitation, Securities Laws, including those necessary to remain a reporting issuer not in default of the requirements of the Securities Laws in the provinces of Canada in which it is a reporting issuer and those required on the exercise of the Warrants; (m) for so long as any Warrants or the Shares issued on the exercise of Warrants are outstanding, the Company will use its best efforts to remain a “foreign issuer” within the meaning of Regulation S under the U.S. Securities Act; (n) with respect to any notices to be given or other acts that to be performed or which may be necessary given or performed by the Warrant Agent under or pursuant to this Indenture, the Company shall provide to the Warrant Agent in a timely manner all such information and appropriate documents as the Warrant Agent may reasonably request and are within the knowledge or control of the Company in order to maintainverify the factual circumstances relating to such notices or acts and, preserve if requested, such notices or acts and, if requested, such information and protect the Pledged Collateral; such Pledgor documents shall be responsible for the risk of loss of, damage to, or destruction certified as correct by an officer of the Pledged Collateral owned by such PledgorCompany; (o) generally, unless such loss is the result it will well and truly perform and carry out all of the gross negligence acts or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear things to be done by it as provided in this Indenture and defend will not take any action or proceeding of which such Pledgor is aware which could might reasonably be expected to affect such Pledgor’s title to, or deprive holders of Warrants their rights to acquire Shares on the Administrative Agent’s interest in, the Pledged Collateral or the proceeds exercise thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }

General Covenants. Each Pledgor hereby covenants and agrees as follows: 5.1 (a) Such Pledgor shall do all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 ; (b) Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 ; (c) Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 ; (d) Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 ; (e) Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 ; (f) Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 ; (g) Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 N0221554 } (h) Except as permitted by the Credit Agreement, during the term of this Agreement, such Pledgor shall not sell, assign, replace, retire, transfer or otherwise dispose of its Pledged Collateral; (i) Such Pledgor will not change its state of incorporation, formation or organization, as applicable, without providing thirty (30) days prior written notice to the Administrative Agent; (j) Such Pledgor will not change its name without providing thirty (30) days prior written notice to the Administrative Agent; (k) Except as expressly set forth in the Credit Agreement, such Pledgor shall preserve its existence as a corporation, a limited liability company or a partnership, as applicable, and except as permitted by the Credit Agreement, shall not (i) in one transaction, or a series of related transactions, merge into or consolidate with any other entity, the survivor of which is not such Pledgor, or (ii) sell all or substantially all of its assets; and (l) During the term of this Agreement, such Pledgor shall not permit any Company to treat any uncertificated ownership interests as securities which are subject to Article 8 of the Code.

General Covenants. Each Pledgor hereby covenants and agrees as follows: 5.1 (a) Such Pledgor shall do all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 . (b) Such Pledgor shall pay prior to delinquency any and all material taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 ; (c) Such Pledgor shall shall, upon reasonable prior written notice other than during the continuance of an Event of Default, permit the Administrative Agent, its officers, employees and agents at reasonable times during normal business hours to inspect all books and records related to the Pledged Collateral; 5.7 , provided, that Administrative Agent shall make a reasonable effort to conduct such inspection contemporaneously with any inspection done pursuant to Section 8.5 of the Credit Agreement and any such inspection shall be at the expense of the Pledgor as set forth in Section 8.5 of the Credit Agreement; (d) Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, shares securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, DOCVARIABLE #DNDocID \* MERGEFORMAT 752131431 capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and and, such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, interests together with an updated Schedule A hereto, to the Administrative Agent, Agent together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; (e) Except as permitted by the Credit Agreement, during the term of this Agreement, such Pledgor shall not sell, assign, replace, retire, transfer or otherwise dispose of its Pledged Collateral; (f) Such Pledgor will not change its state of incorporation, formation or organization, as applicable without providing fifteen (15) days prior written notice to the Administrative Agent; (g) Such Pledgor will not change its name without providing fifteen (15) days prior written notice to the Administrative Agent; (h) Such Pledgor shall preserve its existence as a corporation or a limited liability company, as applicable, and except as permitted by the Credit Agreement, shall not (i) in one, or a series of related transactions, merge into or consolidate with any other entity, the survivor of which is not such Pledgor, or (ii) sell all or substantially all of its assets; {N0289348 2 }and (i) During the term of this Agreement, such Pledgor shall not permit any Company to treat any uncertificated ownership interests as securities which are subject to Article 8 of the Code.

General Covenants. Each Pledgor hereby The Corporation covenants and agrees with the Trustee that so long as followsany Special Warrants remain outstanding: 5.1 Such Pledgor shall do (a) it will at all reasonable acts that may times maintain its existence; will carry on and conduct its business in a proper, efficient and businesslike manner and in accordance with good business practice; will keep or cause to be necessary kept proper books of account in accordance with generally accepted accounting practice; and appropriate will, if and whenever required in writing by the Trustee, file with the Trustee copies of all annual statements of the Corporation furnished to maintain, preserve its shareholders after the date hereof; (b) it will reserve out of its authorized but unissued Common Shares until the Time of Expiry a sufficient number thereof to provide the full exercise of the Special Warrants as contemplated herein; (c) it will cause the Common Shares from time to time subscribed for pursuant to the exercise of the Special Warrants in the manner herein provided and protect the Pledged Collateral; certificates representing such Pledgor Common Shares to be duly issued and delivered in accordance with the Special Warrants and the terms hereof; (d) All Common Shares which shall be responsible for the risk of loss of, damage to, or destruction issued upon exercise of the Pledged Collateral owned by such Pledgorright provided for herein or in the Special Warrants, unless such loss is the result shall be fully paid and non-assessable; and (e) generally it will well and truly perform and carry out all of the gross negligence acts or willful misconduct things to be done by it as provided in this Special Warrant Indenture. (f) it will use reasonable efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Administrative Agent; 5.2 Such Pledgor shall appear Special Warrants) continue to be or are listed and posted for trading on the Toronto Stock Exchange. (g) it will make all requisite filings under applicable Canadian securities legislation and stock exchange rules, including (on a reasonable efforts basis) those necessary to remain a reporting issuer, not in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause default in each of the Companies to, keep separate, accurate Qualifying Jurisdictions and complete records those necessary to report the exercise of the Pledged Collateral, disclosing right to acquire Common Shares pursuant to Special Warrants. (h) it will as soon as practicable file with and use its reasonable best efforts to obtain a receipt on or before the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to Qualification Date from each of the Pledged Collateral unless any noncompliance would not individually or securities commissions in the aggregate materially impair Qualifying Jurisdictions for the use or value Prospectus so that the resale of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall Common Shares will not be subject to the terms hereof prospectus requirements nor any "hold period" under applicable securities legislation in such Qualifying Jurisdictions (except that it is not required to take such steps solely to enable a resale of Common Shares from the holdings of a "control person", as defined in applicable securities laws). (i) it will send written notice to the Trustee and, upon such acquisitionby prepaid registered mail or courier, shall be deemed to be hereby pledged each Holder of Special Warrants of the issuance of the receipts referred to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, in subsection 5.01(h) together with an updated Schedule A heretoa commercial copy of the Prospectus, if any, specifying the date on which the Special Warrants expire and, in the case of the Trustee, copies of the receipts, as soon as practicable but, in any event, not later than three days after the latest date on which such a receipt is issued by any of the Securities Commissions. (j) if the Corporation shall not have received a receipt for the Prospectus on or before the Qualification Date, the Corporation will continue, until the Expiry Date, to use its reasonable best efforts to obtain a receipt for the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement Prospectus from each of the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Securities Commissions.

General Covenants. Each Pledgor hereby The Corporation covenants and agrees with the Trustee for the benefit of the Warrantholder that so long as followsany Purchase Warrants remain outstanding: 5.1 Such Pledgor a. it shall do reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon the exercise of the Purchase Warrants; b. it shall cause the Common Shares and the certificates representing the Common Shares acquired pursuant to the valid exercise of the Purchase Warrants to be duly issued and delivered in accordance with the Warrant Certificates and the terms hereof; c. all reasonable acts that may be necessary Common Shares issued upon exercise of the right to acquire provided for herein and appropriate to maintain, preserve and protect in the Pledged Collateral; such Pledgor Warrant Certificates shall be responsible for issued as fully paid and non-assessable; d. the risk of loss of, damage to, or destruction of Corporation will direct the Pledged Collateral owned by such Pledgor, unless such loss is Trustee to keep open the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in Warrant Register and defend will not take any action or proceeding omit to take any action that would have the effect of which preventing the Warrantholders from exercising any of the Purchase Warrants or receiving any of the Common Shares upon such Pledgor is aware which could reasonably exercise; e. the Corporation will make all requisite filings, including filings with securities regulatory authorities in Canada and the United States, in connection with the exercise of the Purchase Warrants and the issue of the Common Shares issuable upon exercise thereon, and will maintain its status as a reporting issuer not in default in the Filing Jurisdictions; f. the Corporation will perform and comply with all of its covenants and agreements set forth in the Underwriting Agreement and the Agency Agreement; g. it will use its best efforts to maintain the listing of the Common Shares on the TSX and the AMEX; h. it will use its best efforts to maintain the listing of the Purchase Warrants on the TSX until the Expiry Date; i. it will use its best efforts to maintain its status as a reporting issuer not in default under, and not be expected to affect such Pledgor’s title to, or in default in any material respect of the Administrative Agent’s interest inapplicable requirements of, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent applicable securities laws of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate provinces of Canada and complete records the federal securities laws of the Pledged Collateral, disclosing United States from the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable date hereof up to and including the Pledged Collateral unless any noncompliance would not individually or in Time of Expiry; j. it will register (and maintain such registration of) the aggregate materially impair the use or value Common Shares issuable upon exercise of the Pledged Collateral or Purchase Warrants under the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and securities laws of all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of U.S. States in which the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, Common Shares are not otherwise exempt from such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }securities registration requirements.

General Covenants. Each Pledgor hereby The Company covenants and agrees with the Warrant Trustee that so long as followsany Warrants remain outstanding: 5.1 Such Pledgor shall do (a) it will maintain its corporate existence and will carry on and conduct its business in accordance with good business practice; (b) it will reserve and there will remain unissued out of its authorized capital a sufficient number of Subject Securities to satisfy the rights of acquisition provided for herein; (c) it will cause the Subject Securities from time to time subscribed for pursuant to the Warrants in the manner herein provided and the certificates representing such Subject Securities to be duly issued and delivered in accordance with the Warrants and the terms hereof; (d) all Subject Securities which will be issued upon exercise of the right to acquire provided for herein upon payment of the Warrant Exercise Price, will be issued as fully paid and non-assessable and the holders thereof will not be liable to the Company or its creditors in respect thereof; (e) it will use all reasonable acts that may commercial efforts to maintain the listing of the Common Shares on the TSX and the Warrants on the TSX; (f) it will use all reasonable commercial efforts to maintain its status as a “foreign private issuer” within the meaning of Rule 3b-4 of the Securities Exchange Act of 1934, as amended, of the United States of America; (g) it will use all reasonable commercial efforts to maintain its status as a reporting issuer not in default under, and not be necessary and appropriate to maintain, preserve and protect in default in any material respect of the Pledged Collateral; such Pledgor shall be responsible for the risk of loss applicable requirements of, damage to, or destruction the applicable securities laws of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause each of the Companies toprovinces of British Columbia, keep separateAlberta, accurate Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island, Nova Scotia and complete records Newfoundland and Labrador, from the date hereof up to and including the Time of Expiry; (h) it will perform all its covenants and carry out all of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually acts or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed things to be hereby pledged done by it as provided in this Indenture; and (i) it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all other acts, deeds and assurances in law as the Administrative Agent; Warrant Trustee may reasonably require for the better accomplishing and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement effecting of the provisions and purposes intention of this Agreement Indenture. The Company and the Warrant Trustee acknowledge and agree that (i) none of the foregoing covenants will be interpreted or applied so as to prohibit or restrict or otherwise limit the Administrative Agent Company’s ability, right and authority to undertake or implement one or more of the actions contemplated by sections 2.12 or 7.2; and (ii) the foregoing covenants will be interpreted and applied following each of such actions with reference to any successor to the Company and with reference to any securities into which the Common Shares and/or the Warrants may request; {N0289348 2 }be changed or for which they may be exercisable as a result of such action or actions.

General Covenants. Each Pledgor hereby The Corporation covenants and agrees with the Trustee that so long as followsany Special Warrants remain outstanding: 5.1 Such Pledgor a. it shall do reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon the exercise of the Special Warrants and Purchase Warrants; b. it shall cause the Common Shares and Purchase Warrants and the certificates representing the Common Shares and Purchase Warrants acquired pursuant to the exercise of the Special Warrants to be duly issued and delivered in accordance with the Warrant Certificates and the terms hereof; c. all reasonable acts Common Shares which shall be issued upon exercise of the right to acquire provided for herein and in the Warrant Certificates shall be duly and validly issued as fully paid and non-assessable; d. it shall maintain its corporate existence and carry on and conduct and will cause to be carried on and conducted its business in the same manner as heretofore carried on and conducted; e. it shall use its best efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Special Warrants and the Purchase Warrants) are listed and posted for trading on The Alberta Stock Exchange or such other stock exchange as may be applicable; f. it shall make all requisite filings under applicable Canadian securities legislation including those necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear remain a reporting issuer not in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause default in each of the Companies to, keep separate, accurate Filing Jurisdictions and complete records those necessary to report the exercise of the Pledged Collateralright to acquire Common Shares and Purchase Warrants pursuant to Special Warrants; g. it shall use its best efforts to obtain a receipt for the Prospectus, disclosing as soon as practicable but in any event on or before the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or Qualification Date (as such term is defined in the aggregate materially impair the use or value section 4.1) from each of the Pledged Collateral or Securities Commissions so that the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any resale of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees Common Shares and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall Purchase Warrants will not be subject to the terms hereof and, upon prospectus requirements or any "hold period" under applicable securities legislation in such acquisition, Filing Jurisdictions; h. it shall be deemed to be hereby pledged give written notice to the Administrative Agent; Trustee and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership intereststo each holder of Special Warrants of the issuance of the receipts for a Prospectus, together with an updated Schedule A heretoa commercial copy of the Prospectus, as soon as practicable but, in any event, not later than five Business Days after the issuance of such receipts; i. if a receipt for the Prospectus dated on or before the Qualification Date is not obtained from each of the Securities Commissions, it shall continue to use, until the Administrative AgentExpiry Date, together with its best efforts to obtain a receipt for the Prospectus from the Securities Commissions in each of the Filing Jurisdictions; and j. generally, it will well and truly perform and carry out all such control agreements, financing statements, of the acts or things to be done by it as provided in this Indenture or as the Trustee may reasonably require for the better accomplishing and any other documents necessary to implement effecting of the intentions and provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Indenture.

General Covenants. Each Pledgor hereby (a) The Corporation covenants with the Subscription Receipt Agent and agrees the Co-Lead Underwriters, on behalf of the Underwriters, that so long as followsany Subscription Receipts remain outstanding: 5.1 Such Pledgor shall do (i) it will maintain its existence; (ii) it will make all reasonable acts that may be requisite filings under applicable Canadian and United States securities legislation including those necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear remain a reporting issuer not in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause default in each of the Companies to, keep separate, accurate and complete records Provinces of Canada; (iii) it will announce by press release the occurrence of the Pledged CollateralAcquisition Time, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply delivery of the Repayment Default Notice or the Termination Time, as the case may be, in accordance with Section 3.1(b), 3.2(c) or Section 3.5(a), as the case may be; (iv) it will perform and carry out all Laws applicable of the acts or things to be done by it as provided in this Agreement; (v) prior to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value earlier of the Pledged Collateral Acquisition Date, the Repayment Default Notice Date and the Termination Date, it will not sell the properties or assets of the Administrative Agent’s rights hereunderCorporation as, or substantially as, an entirety, to any other entity; (vi) it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares pursuant to the Subscription Receipts; (vii) it will cause the Common Shares and the certificates representing the Common Shares from time to time acquired pursuant to the Subscription Receipts to be duly issued as fully paid and non-assessable Common Shares and delivered in accordance with the Subscription Receipts and the terms hereof; 5.5 Such Pledgor shall pay any and (viii) it will ensure that (until the earlier of the Issue Date and all taxesthe Termination Date) the Subscription Receipts and the Common Shares continue to be or are listed and posted for trading on the Toronto Stock Exchange. (b) In addition, dutiesthe Corporation covenants with the Subscription Receipt Agent and the Co-Lead Underwriters, fees or imposts on behalf of any nature imposed by any Official Body on the Underwriters, that, from the date hereof to the earlier of the Termination Date, the Repayment Default Notice Date and the Acquisition Date, it will not do any of the Pledged Collateralfollowing: (i) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares; (ii) reduce, except combine or consolidate the outstanding Common Shares into a smaller number of Common Shares; (iii) issue Common Shares to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect holders of all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any or substantially all of the Companies outstanding Common Shares by way of a dividend or any distribution (other than the issue of Common Shares to holders of Common Shares who have elected to receive dividends in the form of Common Shares in lieu of cash dividends paid in the ordinary course on the Common Shares); or (iv) reclassify the Common Shares or undertake a reorganization of the rightsCorporation or a consolidation, property amalgamation (other than an amalgamation involving a wholly-owned subsidiary of the Corporation), arrangement, merger or securities, shares, capital stock, member interests, partnership interests or similar transaction of the Corporation with any other ownership interests described Person or other entity (except in connection with the definition of Pledged Collateral with respect to any Acquisition); or undertake a liquidation, dissolution or winding-up of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Corporation.

General Covenants. Each Pledgor hereby The Company represents, warrants and covenants and agrees as followswith the Warrant Agent for the benefit of the Warrantholders that: 5.1 Such Pledgor (a) it will at all times maintain its existence, carry on and conduct its business in a proper, efficient and business-like manner and in accordance with good business practice, keep or cause to be kept proper books of account in accordance with generally accepted accounting practice and, if and whenever required in writing by the Warrant Agent, file with the Warrant Agent copies of all annual statements of the Company furnished to its shareholders during the term of this Indenture; (b) it is duly authorized to create and issue the Warrants to be issued hereunder and the Warrant Certificates when issued and certified as herein provided will be legal, valid and binding obligations of the Company; (c) subject to the provisions of this Indenture, it will cause the Shares from time to time subscribed for and purchased pursuant to the exercise of Warrants and the certificates representing such Shares to be duly issued and delivered in accordance with the Warrants and the terms hereof; (d) at all times while any Warrants are outstanding it shall do reserve and there shall remain unissued and conditionally allotted out of its authorized capital a number of Shares sufficient to enable the Company to meet its obligations to issue Shares on the exercise of Warrants outstanding hereunder from time to time; (e) upon the exercise by the holder of any Warrant of the right of purchase provided for therein and herein and upon payment of the Exercise Price applicable thereto for each Share in respect of which the right of purchase is so exercised, all reasonable acts that may be necessary and appropriate to maintain, preserve and protect Shares issuable upon the Pledged Collateral; such Pledgor exercise shall be responsible validly issued, fully paid and non-assessable; (f) it will use its reasonable commercial efforts to ensure that the Shares issuable upon exercise of the Warrants will be listed for trading on the risk Exchange and any other stock exchange on which the Shares are then listed and posted for trading upon their issue for a period of loss not less than two years from the Date of Issue; (g) the issue of the Warrants does not and will not result in a breach by the Company of, damage toand does not and will not create a state of facts which, after notice or destruction lapse of time or both, will result in a breach by the Pledged Collateral owned by such Pledgor, unless such loss is the result Company of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shallapplicable laws, and shall cause each of the Companies to, keep separate, accurate does not and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply will not conflict with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateralterms, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any conditions or provisions of the Companies memorandum of the Company or the articles or resolutions of the Company or any of the rightstrust indenture, property or securities, shares, capital stock, member interests, partnership interests loan agreement or any other ownership interests described in agreement or instrument to which the definition Company is a party or by which it is contractually bound on the date of Pledged Collateral with respect to any of the Companiesthis Indenture; and (h) it shall do, such ownership interests shall be subject to the terms hereof andexecute, upon such acquisition, shall be deemed acknowledge and deliver or cause to be hereby pledged to done, executed, acknowledged or delivered all other acts, deeds and assurances in law as the Administrative Agent; Warrant Agent may reasonably require for better accomplishing and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests effecting the intentions and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }Indenture.

General Covenants. Each Pledgor hereby ‌ (a) The Corporation covenants with the Subscription Receipt Agent and agrees the Joint Bookrunners that so long as followsany Subscription Receipts remain outstanding: 5.1 Such Pledgor (i) it shall do at all reasonable acts times maintain its existence and will carry on and conduct its business, and that may of its subsidiaries, in a prudent manner in accordance with industry standards and good business practice and will keep or cause to be necessary kept proper books of account in accordance with applicable law and appropriate to maintaingenerally accepted accounting principles; (ii) except as contemplated in the Agency Agreement, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title toBusiness Combination Agreement, or the Administrative Agent’s interest Amalgamation Agreement, it shall not take any action which would result in, or cause any change to, the Pledged Collateral share capital or the proceeds thereof; provided, however, that with the consent capital structure of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor shallCorporation including, and shall cause each of the Companies but not limited to, keep separatea Common Share Reorganization or a Capital Reorganization, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable or enter into any agreement to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on do any of the Pledged Collateral, except foregoing; (iii) it will perform and carry out all acts or things to be done by it as provided in this Agreement; (iv) prior to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit earlier of the Administrative AgentEscrow Release Time and the Termination Date, it will not sell the properties or assets of the Corporation as, or substantially as, an entirety, to any other entity; (v) will reserve and conditionally allot for the purpose and keep available sufficient unissued Common Shares to enable it to satisfy its officers, employees and agents at reasonable times obligations on the conversion of the Subscription Receipts; (vi) it will cause the Common Shares to inspect all books and records related be duly issued pursuant to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any conversion of the Companies Subscription Receipts and the certificates representing such Common Shares to be issued and delivered, or any if uncertificated, for a deposit of uncertificated Common Shares to be made with the Depository or for the issuance to be recorded in the register of the rightsCommon Shares, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in accordance with the definition provisions of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to this Agreement and the terms hereof andand all Underlying Shares that are issued on the conversion of the Subscription Receipts will be fully paid and non- assessable securities; (vii) it will use its reasonable commercial efforts to complete the Proposed Transaction on or before the Escrow Release Deadline; (viii) the Corporation confirms that as at the date hereof it does not have a class of securities registered pursuant to Section 12 of the Exchange Act or a reporting obligation pursuant to Section 15(d) of the Exchange Act. The Corporation covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the Exchange Act, upon such acquisition(ii) the Corporation shall incur a reporting obligation pursuant to Section 15(d) of the Exchange Act, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }or

General Covenants. Each Pledgor hereby covenants and agrees as follows: 5.1 (a) Such Pledgor shall do all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 . (b) Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 ; (c) Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 ; (d) Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 ; (e) Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 ; (f) Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times upon reasonable prior notice to inspect all books and records related to the Pledged Collateral; 5.7 ; (g) Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, interests together with an updated Schedule A hereto, to the Administrative Agent, Agent together with all such undated stock powers, instruments, control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; (h) Except as permitted by the Credit Agreement, during the term of this Agreement, such Pledgor shall not sell, assign, replace, retire, transfer or otherwise dispose of its Pledged Collateral; (i) Such Pledgor will not change its state of incorporation, formation or organization, as applicable without providing thirty (30) days prior written notice to the Administrative Agent; (j) Such Pledgor will not change its name without providing thirty (30) days prior written notice to the Administrative Agent; (k) Except as permitted by the Credit Agreement, such Pledgor shall preserve its existence as a corporation or a limited liability company, as applicable, and shall not (i) in one, or a series of related transactions, merge into or consolidate with any other entity, the survivor of which is not such Pledgor, or (ii) sell all or substantially all of its assets; {N0289348 2 }and (l) During the term of this Agreement, such Pledgor shall not permit any Company to treat any uncertificated ownership interests as securities which are subject to Article 8 of the Code.

General Covenants. Each Pledgor hereby covenants and 1. Unless DEG otherwise agrees as follows: 5.1 Such Pledgor shall do all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 Such Pledgor BORROWER shall, and the BORROWER shall cause procure that each of the Companies toChinese Affiliates shall, a) implement the Project and conduct its business activities in accordance with generally accepted principles of care, keep separate, accurate prudence and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall commercial practice as well as in conformity with sound engineering and technical practices and standards; b) obtain and maintain in full force and effect and comply with the terms of all Laws applicable necessary Authorisations; c) permit DEG’s authorised representatives access to the Pledged Collateral unless its business and works premises at any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any time during normal working hours upon reasonable notice to inspect and examine its financial records and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records documents related to the Pledged CollateralProject if the BORROWER does not comply with any material obligation under this Agreement or if DEG has reasonable grounds to believe that the performance of the BORROWER’s material obligations pursuant to this Agreement is endangered; 5.7 Subject in such event the BORROWER shall reimburse DEG for all costs reasonably incurred in connection with the exercise of such inspection right (business class air fares and reasonable accommodation expenses for up to Section 2(c5 days); d) hereof, to (only in case of the extent, BORROWER) maintain at all times the following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests financial ratios on a consolidated basis: • Debt / EBITDA Ratio: not exceeding 2.0 • Debt / Equity Ratio: not exceeding 1.5 • Current Ratio: not less than 1.5 e) notify DEG promptly of any legal action or any occurrence which may substantially and adversely affect the financial position of the Companies BORROWER or the ability of the BORROWER to perform its obligations pursuant to this Agreement and of the occurrence or potential occurrence of any Event of Default; 2. Unless DEG otherwise agrees the BORROWER shall not, and the BORROWER shall procure that any member of the Linong Group (where relevant) shall not, effect the following acts: a) amendment of the purpose or the constitutional documents of the BORROWER or any of the rightsChinese Affiliates in a way which is inconsistent with this Agreement; b) sale, property transfer or securitiesother disposal of significant components of the fixed assets (except for intra-group transfers among members of the Linong Group); c) violation, sharesamendment or termination of the Finance Agreements and Project Documents or allowing to subsist any grounds for the termination thereof by the BORROWER or any of the Chinese Affiliates, save as expressly provided for in the relevant Finance Agreements or Project Documents; d) entering into or continuing business relations by any member of the Linong Group with its shareholders, employees and associated companies not being a member of the Linong Group except on proper commercial terms negotiated at arms’ length; e) entering into or continuing business relationships by any member of the Linong Group with specially designated nationals and blocked persons or entities maintained on the relevant lists by the European Union or Germany in relation to embargoes or the fight against terrorism by the European Union or Germany; f) making any dividend or other capital stockdistribution or similar payment by any member of the Linong Group on or in respect of any shareholder loan or advance (except for the purpose of performing any obligation under this Agreement) which would have a material adverse effect on the ability of the BORROWER to repay the Loan, as long as an Event of Default is subsisting or is threatening to occur; g) entering into any partnership, profit-sharing or other similar arrangement (except for the purpose of performing any obligation under this Agreement) whereby the BORROWER’s income or profit can be shared with any other person (other than (1) its shareholders; (2) the holder and beneficiaries of the Option; (3) the beneficiary(ies) of the Employee Equity Incentive Plans; (4) the holders of the options to subscribe for 50,246 ordinary shares of the BORROWER in aggregate pursuant to the resolutions of the BORROWER’s directors passed on 16 April 2009 and (5) any other beneficiary(ies) of any equity incentive plan adopted by any member interestsof the Linong Group from time to time); h) offering, partnership interests giving or agreeing to give (or authorizing any of its agents, contractors, sub-contractors or employees or anyone acting on their behalf to offer, give or agree to give) by any member of the Linong Group to any person employed by or on behalf of any government authority or any other ownership interests described public body, any improper, dishonest or unlawful gift, commission or consideration in connection with the definition Project or any transaction contemplated by this Agreement. The BORROWER further covenants that should DEG notify the BORROWER of Pledged Collateral with respect to any its concerns that there has been a material violation of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A heretoprovisions of this Article or of any Article of this Agreement, to the Administrative Agentextent permitted by applicable laws, together it shall cooperate in good faith with all DEG and its representatives in determining whether such control agreements, financing statementsa violation has occurred, and shall respond promptly and in reasonable detail to any other documents necessary to implement the provisions such notice from DEG, and purposes of this Agreement as the Administrative Agent may shall furnish documentary support for such response upon DEG’s reasonable request; {N0289348 2 }.

General Covenants. Each Pledgor hereby AltaRex represents, warrants, covenants and agrees with the Trustee for the benefit of the Trustee and the Special Warrantholders that so long as followsany Special Warrant remains outstanding and may be exercised: 5.1 Such Pledgor shall do (a) AltaRex is duly authorized to create and issue the Special Warrants and the Special Warrant Certificates, when issued and countersigned as herein provided, will be valid and enforceable against AltaRex; (b) AltaRex will at all reasonable acts that may times maintain its corporate existence, carry on and conduct its business in a proper and business-like manner, keep or cause to be necessary kept proper books of account in accordance with generally accepted accounting practice and appropriate AltaRex will send to maintain, preserve and protect Special Warrantholders copies of all financial statements furnished to its shareholders during the Pledged Collateral; such Pledgor shall be responsible term of this Indenture; (c) AltaRex will reserve for the risk purpose and will conditionally allot out of loss of, damage to, its authorized capital that number of Common Shares to enable it to satisfy its obligations on the exercise or destruction deemed exercise of the Pledged Collateral owned by such Pledgor, unless such loss is Special Warrants; (d) AltaRex will cause the result Common Shares to be issued from time to time pursuant to the exercise or deemed exercise of the gross negligence Special Warrants, and the certificates representing such Common Shares to be duly issued and delivered in accordance with the Special Warrants and the terms hereof; (e) all Common Shares that are issued or willful misconduct created on due exercise or deemed exercise of the Administrative Agent; 5.2 Such Pledgor shall appear Special Warrants will be fully paid and non-assessable; (f) AltaRex will cause the Trustee to keep open on business days the registers of holders and registers of transfers referred to in Section 3.1 and defend will not take any action or proceeding omit to take any action which would have the effect of preventing the Special Warrantholders from exercising any of the Special Warrants or receiving any of the Common Shares upon such exercise; (h) generally, AltaRex will well and truly perform and carry out all acts and things to be done by it as provided in this Indenture and will not take any action which such Pledgor is aware which could might reasonably be expected to affect such Pledgor’s title todeprive the Special Warrantholders of their rights to acquire Common Shares upon the exercise of the Special Warrants; (i) AltaRex will prepare, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that in conformity with the consent requirements of all Applicable Legislation in all material respects, and file the Administrative Agent such Pledgor may settle such actions or proceedings Preliminary Prospectus with respect to the Pledged Collateral; 5.3 Such Pledgor shallSecurities Commissions as soon as possible, but in no event later than the Filing Deadline, and shall cause use its commercially reasonably efforts to obtain receipts therefor from the Securities Commission as soon as commercially practicable thereafter. AltaRex will use its commercially reasonable efforts to resolve as soon as commercially practicable any regulatory deficiencies in respect of the Preliminary Prospectus. As soon as possible after such deficiencies have been resolved and/or satisfied, AltaRex will prepare and file in conformity with the requirements of Applicable Legislation, in all material respects, the Final Prospectus with the Securities Commissions. AltaRex will use its commercially reasonable efforts to obtain receipts therefor from the Securities Commissions as soon as commercially practicable thereafter, qualifying the distribution of the Common Shares issuable on exercise of the Special Warrants in each of the Companies to, keep separate, accurate Qualifying Jurisdictions and complete records of shall provide the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply Special Warrantholders with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or documents customarily provided in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral connection with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }a distribution under a prospectus.

General Covenants. Each Pledgor hereby The Corporation covenants with the Warrant Agent for the benefit of the Warrant Agent and agrees the Warrantholders that so long as followsany Warrants remain outstanding: 5.1 Such Pledgor shall do (a) it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon the exercise of the Warrants; (b) it will cause the Common Shares from time to time acquired pursuant to the exercise of the Warrants to be duly issued and delivered in accordance with the Warrants and the terms hereof; (c) all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor Common Shares which shall be responsible issued upon exercise of the right to acquire provided for herein shall be fully paid and non-assessable, free and clear of all encumbrances; (d) it will use commercially reasonable efforts to maintain its existence and carry on its business in the ordinary course ; provided that this clause shall not be construed as limiting or restricting the Corporation from agreeing to a consolidation, amalgamation, arrangement, takeover bid or merger even if the consideration being offered are not securities that are listed and posted for trading on a recognized Canadian stock exchange, provided that such transaction has been approved in accordance with the requirements of applicable corporate and securities laws and the rules and policies of the applicable stock exchange; (e) generally, it will well and truly perform and carry out all of the acts or things to be done by it as provided in this Indenture; and (f) the Corporation will promptly notify the Warrant Agent and the Warrantholders in writing of any default under the terms of this Warrant Indenture which remains unrectified for more than five days following its occurrence. Canabo covenants with the Warrant Agent for the risk of loss of, damage to, or destruction benefit of the Pledged Collateral owned by such Pledgor, unless such loss is Warrant Agent and the result Warrantholders that so long as any Warrants remain outstanding following completion of the gross negligence Amalgamation: (a) it will use commercially reasonable efforts to ensure that all Common Shares outstanding or willful misconduct issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Administrative Agent; 5.2 Such Pledgor Warrants) continue to be or are listed and posted for trading on the TSXV (or such other Canadian stock exchange acceptable to the Corporation), provided that this clause shall appear not be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Common Shares ceasing to be listed and defend any action or proceeding posted for trading on such exchanges, so long as the holders of which the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of such Pledgor is aware which could reasonably be expected to affect such Pledgor’s title to, exchanges or the Administrative Agent’s interest in, the Pledged Collateral holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect cash; (b) it will make all requisite filings under and otherwise take all requisite steps under and satisfy applicable Canadian securities legislation including those filings and other steps necessary to the Pledged Collateral; 5.3 Such Pledgor shall, and shall cause remain a reporting issuer not in default in each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s security interest hereunder; 5.4 Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder; 5.5 Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares, securities, member interests, partnership interests provinces and other ownership interests of any of the Companies Canadian jurisdictions where it is or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent; and such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, together with an updated Schedule A hereto, to the Administrative Agent, together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; {N0289348 2 }becomes a reporting issuer.

General Covenants. Each Pledgor hereby jointly and severally covenants and agrees as follows: 5.1 (a) Such Pledgor shall do all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent; 5.2 . If such Pledgor is not a natural person, such Pledgor shall notify the Administrative Agent in writing thirty (30) days prior to any change in such Pledgor's chief executive office address, legal name, or state of incorporation, formation or organization; (b) Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect such Pledgor’s 's title to, or the Administrative Agent’s 's interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral; 5.3 ; (c) Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral, disclosing the Administrative Agent’s 's security interest hereunder; 5.4 ; (d) Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s 's rights hereunder; 5.5 ; (e) Such Pledgor shall pay any and all material taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged Collateral, except to the extent contested in good faith by appropriate proceedings; 5.6 ; (f) Such Pledgor shall permit the Administrative Agent, its officers, employees and agents at reasonable times to inspect all books and records related to the Pledged Collateral; 5.7 Subject Collateral provided that the Administrative Agent shall provide such Pledgor with reasonable notice prior to Section 2(cany visit or inspection; (g) hereof, to To the extent, following the date hereof, such Pledgor acquires capital stock, shares, shares securities, member interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares, capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies, such ownership interests shall be subject to the terms hereof hereof, but only to the extent required to ensure the representations set forth in Section 4(b) above remain true and correct, and, upon such acquisition, shall be deemed to be hereby pledged to the Administrative Agent, but only to the extent required to ensure the representations set forth in Section 4(b) above remain true and correct; and and, such Pledgor thereupon shall deliver all such securities, shares, capital stock, member interests, partnership interests and other ownership interests, interests subject to the terms hereof together with an updated Schedule A hereto, to the Administrative Agent, Agent together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Administrative Agent may request; (h) Except as permitted by the Credit Agreement, during the term of this Agreement, such Pledgor shall not sell, assign, replace, retire, transfer or otherwise dispose of its Pledged Collateral; (i) If not a natural person, such Pledgor will not change its state of incorporation, formation or organization, as applicable without providing fifteen (15) calendar days prior written notice the Administrative Agent; (j) Such Pledgor will not change its name without providing fifteen (15) calendar days prior written notice the Administrative Agent; (k) If not a natural person, such Pledgor shall preserve its corporate existence and except as permitted by the Credit Agreement, shall not: (i) in one, or a series of related transactions, merge into or consolidate with any other entity, the survivor of which is not such Pledgor, or (ii) sell all or substantially all of its assets; {N0289348 2 }and (l) During the term of this Agreement, such Pledgor shall not permit any Company to treat any uncertificated ownership interests as securities which are subject to Article 8 of the Code.