Common use of General Matters Clause in Contracts

General Matters. (a) Restricted Stock Units are not transferable or assignable (b) This Agreement is not an employment contract and nothing in this Agreement shall be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for the Company (or any subsidiary of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant. (c) This Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions of the Plan. (d) For the grant of the Restricted Stock Units to be effective, this Agreement must be executed by the Participant and returned to the Company. (e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, the number of Restricted Stock Units granted, and if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange. (f) Time shall be of the essence of this Agreement. (g) This Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein. (h) The Participant acknowledges that neither the Plan or this Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock Units.

General Matters. (a) Restricted Stock Units Options are not transferable or assignable. (b) This Agreement is not an employment contract and nothing in this Agreement shall be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for the Company (or any subsidiary of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant. (c) This Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions of the Plan. (d) For the grant of the Restricted Stock Units to be effective, this Agreement must be executed by the Participant and returned to the Company. (e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, the number of Restricted Stock Units Options granted, and if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units Options as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange. (fd) Time This Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Options to the Participant and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions of the essence of this AgreementPlan. (ge) For the grant of the Options to be effective, this Agreement must be executed by the Participant and returned to the Company. (f) This Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein. (g) Time shall be of the essence of this Agreement. (h) The Participant acknowledges that neither the Plan or this Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock UnitsOptions. (i) The Participant shall not have any of the rights and privileges of a shareholder of the Company by virtue of being granted Options.

General Matters. (a) Restricted Stock Units This Agreement shall be read with all changes in gender or number as may be required by the context. The paragraph headings are for identification purposes only and shall not transferable or assignablebe considered as part of this Agreement; (b) All covenants, undertakings, terms and conditions as given by and imposed upon the Purchaser under the provisions of this Agreement entitled by their nature to survive Closing of this transaction shall remain in full force and effect and shall not merge in any transfer of the Property to the Purchaser. Where there are two or more Purchasers bound by the said covenants contained herein, their obligations shall be joint and several; (c) In the event of default or breach of this Agreement by the Purchaser any amount paid by the Purchaser under the provisions of this Agreement shall be forfeited to the Vendor, irrespective of any other right, cause of action or remedy to which the Vendor may be entitled hereunder in law or in equity; (d) The Vendor warrants that it is a resident of Canada within the intent and meaning of Section 116 of the Income Tax Act (Canada) or any amendments thereto and will be so on the Closing Date; and (e) This Agreement shall enure to the benefit of and be binding upon the parties hereto, their heirs, executors, administrators, successors and assigns. (f) If there is not an employment contract more than one Purchaser under this Agreement, all covenants, promises, agreements and nothing other obligations of the Purchaser as set out in this Agreement shall be deemed and construed to create in any way whatsoever any obligation on be, and shall be fully binding as, the Participant’s part to continue to work for the Company (or any subsidiary joint and several covenants, promises, agreements and obligations of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant. (c) This Agreement each and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for every Purchaser. For greater certainty, any default by one Purchaser hereunder shall constitute a default by each and every other Purchaser, for which each and every Purchaser shall be jointly and severally liable. The Purchaser agrees that any person who takes title to the property as a beneficiary and/or pursuant to a direction or authorization signed by the Purchaser shall be deemed for all purposes to have signed this agreement through the agency of the Purchaser, or to be the partner of the Purchaser and to be jointly and severally bound by this Agreement. In doing so, the Purchaser acknowledges that this may result in the event loss of eligibility for the Rebates. Notwithstanding any inconsistencies other provision in this Agreement, the Vendor may demand as between this Agreement and a condition precedent to the PlanVendor's obligation to close, such matters shall be governed by the terms and provisions of the Plan. (d) For the grant of the Restricted Stock Units that any person referred to as a beneficiary and/or in a direction or authorization as a person to be effective, this Agreement must named as a transferee shall sign an acknowledgement on the Vendor's form agreeing to be executed bound by the Participant and returned to the Company. (e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, the number of Restricted Stock Units granted, and if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange. (f) Time shall be of the essence of this Agreement. (g) This The Purchaser acknowledges and agrees that notwithstanding any rights which the Purchaser might have at law or in equity arising out of this Agreement, the Purchaser shall not assert any of such rights nor have any claim or cause of action as a result of any matter or thing arising under or in connection with this Agreement shall against any person, firm, corporation or other legal entity, other than the person, firm, corporation or legal entity specifically named or defined as the Vendor herein, even though the Vendor may be governed found to be a nominee, agent or representative of another person, firm, corporation or other legal entity, and this acknowledgement and agreement may be pleaded as an estopped in bar against the Purchaser in any action or proceeding brought by the laws Purchaser to assert any of such rights, claims or causes of action. Furthermore, the Province of Alberta. The parties Purchaser and the Vendor acknowledge and agree that any disputes under this Agreement shall be resolved by deemed to be a contract under seal. In addition, the courts of Alberta Purchaser acknowledges and each of agrees that the parties irrevocably attorn offer to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein. (h) The Participant acknowledges that neither the Plan or enter into this Agreement restricts the Company’s ability to conduct constitutes an offer "under seal" and, as such, is irrevocable in accordance with its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock Unitsterms.

General Matters. (a) Restricted Stock Units Options are not transferable or assignable. (b) This Award Agreement is not an employment contract and nothing in this Award Agreement shall be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for the Company (or any subsidiary of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant. (c) This Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions of the Plan. (d) For the grant of the Restricted Stock Units to be effective, this Agreement must be executed by the Participant and returned to the Company. (e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, Participant and the number of Restricted Stock Units Options granted, and if . If required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it the Participant will, in a timely manner, execute, deliver, file and otherwise assist the company Company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units Options as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange. (fd) Time shall be This Award Agreement, the Employment Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Options to the essence of this AgreementParticipant and supersede all prior communications, representations and negotiations in respect thereto. (ge) For the grant of the Options to be effective, this Award Agreement must be executed by the Participant and returned to the Company. (f) This Award Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Award Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein. (g) Time shall be of the essence of this Award Agreement. (h) The Participant acknowledges that neither the Plan or nor this Award Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock UnitsOptions. (i) The Participant shall not have any of the rights and privileges of a shareholder of the Company by virtue of being granted Options.

General Matters. (a) Restricted Stock Units are not transferable or assignable (b) This Agreement Neither Cardinal nor Ligand shall take any action that is not an employment contract materially inconsistent with this Letter Agreement. Cardinal and nothing Ligand shall each use commercially reasonable efforts to cooperate in this Agreement shall be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for the Company (or any subsidiary of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant. (c) This Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by carrying out the terms and provisions of the Plan. (d) For the grant of the Restricted Stock Units to be effectivehereof, this Agreement must be executed by the Participant and returned to the Company. (e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, the number of Restricted Stock Units granted, and if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange. (f) Time shall be of the essence of this Agreement. (g) This Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein. (h) The Participant acknowledges that neither the Plan or this Agreement restricts the Company’s ability to conduct its business (including, but not limited to, the execution and delivery of such decisions as transactions other and further documents and instruments that are reasonable and necessary to accomplish such terms. (b) Cardinal covenants and agrees that, in consideration for the general release set forth above, [***], neither Cardinal nor any of its direct or indirect, parents, subsidiaries, affiliates, successors and/or assigns shall manufacture, supply or provide services in connection with related partiesthe AVINZA® product to any third party (including, new product development effortswithout limitation, cancellation King) without the express prior written consent of existing productsLigand. Furthermore, mergers Ligand and acquisitions, or corporate dissolution) regardless Cardinal acknowledge and agree that either party would be irreparably damaged if any of the provisions of this Letter Agreement are not performed in accordance with their specific terms and that any breach of this Letter Agreement by the other party could not adequately be compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which either party may be entitled, at law or in equity, it may seek to enforce any provision of this Letter Agreement, without requirement to post bond (or if such requirement cannot be waived, then the minimum amount so required), by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Letter Agreement. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (c) All fees and expenses incurred in connection with this Letter Agreement and the transactions contemplated hereby, including all legal, accounting, financial advisory, consulting and all other fees and expenses of third parties incurred by a party in connection with the negotiation and effectuation of the terms and conditions of this Letter Agreement and the transactions contemplated hereby, shall be the obligation of the respective party incurring such fees and expenses. (d) This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect those decisions may have on to any choice of law or conflict of law provision or rule (whether of the value State of Restricted Stock UnitsNew York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. (e) This Letter Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreement and understandings, both written and oral, among the parties with respect to the subject matter hereof.

General Matters. (a) Restricted Stock Units Options are not transferable or assignable. (b) This Award Agreement is not an employment contract and nothing in this Award Agreement shall be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for the Company (or any subsidiary of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant. (c) This Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions of the Plan. (d) For the grant of the Restricted Stock Units to be effective, this Agreement must be executed by the Participant and returned to the Company. (e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, Participant and the number of Restricted Stock Units Options granted, and if . If required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it the Participant will, in a timely manner, execute, deliver, file and otherwise assist the company Company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units Options as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange. (fd) Time shall be This Award Agreement, the Employment Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Options to the essence of this AgreementParticipant and supersede all prior communications, representations and negotiations in respect thereto. (ge) For the grant of the Options to be effective, this Award Agreement must be executed by the Participant and returned to the Company. (f) This Award Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Award Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein. (g) Time shall be of the essence of this Award Agreement. (h) The Participant acknowledges that neither the Plan or nor this Award Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock UnitsOptions. (i) The Participant shall not have any of the rights and privileges of a shareholder of the Company by virtue of being granted Options. The Company and the Participant have executed this Award Agreement on the ___day of ___, 200_. By: T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Participant) THIS AGREEMENT made as of the 22nd day of August, 2007. BETWEEN: NUCRYST Pharmaceuticals Corp. a corporation incorporated under the laws of Alberta T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a businessman

General Matters. (a) Restricted Stock Units This Agreement shall be read with all changes in gender or number as may be required by the context. The paragraph headings are for identification purposes only and shall not transferable or assignablebe considered as part of this Agreement; (b) The Vendor reserves the right to require that all deposit payments under this Agreement be made by pre-authorized deposit. The Purchaser further agrees to execute all necessary documents and provide any required information to enable the Vendor to initiate and debit the agreed deposit amounts from the Purchaser’s designated bank account or credit card as specified in the pre-authorized deposit agreement. (c) All covenants, undertakings, terms and conditions as given by and imposed upon the Purchaser under the provisions of this Agreement entitled by their nature to survive Closing of this transaction shall remain in full force and effect and shall not merge in any transfer of the Property to the Purchaser. Where there are two or more Purchasers bound by the said covenants contained herein, their obligations shall be joint and several; (d) In the event of default or breach of this Agreement by the Purchaser any amount paid by the Purchaser under the provisions of this Agreement shall be forfeited to the Vendor, irrespective of any other right, cause of action or remedy to which the Vendor may be entitled hereunder in law or in equity; (e) The Vendor warrants that it is a resident of Canada within the intent and meaning of Section 116 of the Income Tax Act (Canada) or any amendments thereto and will be so on the Closing Date; and (f) This Agreement shall enure to the benefit of and be binding upon the parties hereto, their heirs, executors, administrators, successors and assigns. (g) If there is not an employment contract more than one Purchaser under this Agreement, all covenants, promises, agreements and nothing other obligations of the Purchaser as set out in this Agreement shall be deemed and construed to create in any way whatsoever any obligation on be, and shall be fully binding as, the Participant’s part to continue to work for the Company (or any subsidiary joint and several covenants, promises, agreements and obligations of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant. (c) This Agreement each and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for every Purchaser. For greater certainty, any default by one Purchaser hereunder shall constitute a default by each and every other Purchaser, for which each and every Purchaser shall be jointly and severally liable. The Purchaser agrees that any person who takes title to the property as a beneficiary and/or pursuant to a direction or authorization signed by the Purchaser shall be deemed for all purposes to have signed this agreement through the agency of the Purchaser, or to be the partner of the Purchaser and to be jointly and severally bound by this Agreement. In doing so, the Purchaser acknowledges that this may result in the event loss of eligibility for the Rebates. Notwithstanding any inconsistencies other provision in this Agreement, the Vendor may demand as between this Agreement and a condition precedent to the PlanVendor's obligation to close, such matters shall be governed by the terms and provisions of the Plan. (d) For the grant of the Restricted Stock Units that any person referred to as a beneficiary and/or in a direction or authorization as a person to be effective, this Agreement must named as a transferee shall sign an acknowledgement on the Vendor's form agreeing to be executed bound by the Participant and returned to the Company. (e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, the number of Restricted Stock Units granted, and if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange. (f) Time shall be of the essence of this Agreement. (g) This Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein. (h) The Participant Purchaser acknowledges and agrees that neither notwithstanding any rights which the Plan Purchaser might have at law or in equity arising out of this Agreement, the Purchaser shall not assert any of such rights nor have any claim or cause of action as a result of any matter or thing arising under or in connection with this Agreement restricts against any person, firm, corporation or other legal entity, other than the Company’s ability person, firm, corporation or legal entity specifically named or defined as the Vendor herein, even though the Vendor may be found to conduct be a nominee, agent or representative of another person, firm, corporation or other legal entity, and this acknowledgement and agreement may be pleaded as an estopped in bar against the Purchaser in any action or proceeding brought by the Purchaser to assert any of such rights, claims or causes of action. Furthermore, the Purchaser and the Vendor acknowledge and agree that this Agreement shall be deemed to be a contract under seal. In addition, the Purchaser acknowledges and agrees that the offer to enter into this Agreement constitutes an offer "under seal" and, as such, is irrevocable in accordance with its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock Unitsterms.

General Matters. (a) Restricted Stock Units This Agreement shall be read with all changes in gender or number as may be required by the context. The paragraph headings are for identification purposes only and shall not transferable or assignablebe considered as part of this Agreement; (b) All covenants, undertakings, terms and conditions as given by and imposed upon the Purchaser under the provisions of this Agreement entitled by their nature to survive Closing of this transaction shall remain in full force and effect and shall not merge in any transfer of the Property to the Purchaser. Where there are two or more Purchasers bound by the said covenants contained herein, their obligations shall be joint and several; (c) In the event of default or breach of this Agreement by the Purchaser any amount paid by the Purchaser under the provisions of this Agreement shall be forfeited to the Vendor, irrespective of any other right, cause of action or remedy to which the Vendor may be entitled hereunder in law or in equity; (d) The Vendor warrants that it is a resident of Canada within the intent and meaning of Section 116 of the Income Tax Act (Canada) or any amendments thereto and will be so on the Closing Date; and (e) This Agreement shall ensure to the benefit of and be binding upon the parties hereto, their heirs,executors, administrators, successors and assigns. (f) If there is not an employment contract more than one Purchaser under this Agreement, all covenants, promises, agreements and nothing other obligations of the Purchaser as set out in this Agreement shall be deemed and construed to create in any way whatsoever any obligation on be, and shall be fully binding as, the Participant’s part to continue to work for the Company (or any subsidiary joint and several covenants, promises, agreements and obligations of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant. (c) This Agreement each and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for every Purchaser. For greater certainty, any default by one Purchaser hereunder shall constitute a default by each and every other Purchaser, for which each and every Purchaser shall be jointly and severally liable. The Purchaser agrees that any person who takes title to the property as a beneficiary and/or pursuant to a direction or authorization signed by the Purchaser shall be deemed for all purposes to have signed this agreement through the agency of the Purchaser, or to be the partner of the Purchaser and to be jointly and severally bound by this Agreement. In doing so, the Purchaser acknowledges that this may result in the event loss of eligibility for the Rebates. Notwithstanding any inconsistencies other provision in this Agreement, the Vendor may demand as between this Agreement and a condition precedent to the PlanVendor's obligation to close, such matters shall be governed by the terms and provisions of the Plan. (d) For the grant of the Restricted Stock Units that any person referred to as a beneficiary and/or in a direction or authorization as a person to be effective, this Agreement must named as a transferee shall sign an acknowledgement on the Vendor's form agreeing to be executed bound by the Participant and returned to the Company. (e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, the number of Restricted Stock Units granted, and if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange. (f) Time shall be of the essence of this Agreement. (g) This The Purchaser acknowledges and agrees that notwithstanding any rights which the Purchaser might have at law or in equity arising out of this Agreement, the Purchaser shall not assert any of such rights nor have any claim or cause of action as a result of any matter or thing arising under or in connection with this Agreement shall against any person, firm, corporation or other legal entity, other than the person, firm, corporation or legal entity specifically named or defined as the Vendor herein, even though the Vendor may be governed found to be a nominee, agent or representative of another person, firm, corporation or other legal entity, and this acknowledgement and agreement may be pleaded as an estopped in bar against the Purchaser in any action or proceeding brought by the laws Purchaser to assert any of such rights, claims or causes of action. Furthermore, the Province of Alberta. The parties Purchaser and the Vendor acknowledge and agree that any disputes under this Agreement shall be resolved by deemed to be a contract under seal. In addition, the courts of Alberta Purchaser acknowledges and each of agrees that the parties irrevocably attorn offer to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein. (h) The Participant acknowledges that neither the Plan or enter into this Agreement restricts the Company’s ability to conduct constitutes an offer "under seal" and, as such, is irrevocable in accordance with its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock Unitsterms.

General Matters. (a) Restricted Stock Units are not transferable or assignable (b) This Award Agreement is not an employment contract and nothing in this Award Agreement shall be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for the Company (or any subsidiary of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant. (c) This Award Agreement, the Employment Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units herein to the Participant herein and supersedes supersede all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in thereto. In the event of any inconsistencies as between this Award Agreement and the Plan, such matters shall be governed by the terms and provisions of the Plan. (d) For the grant of the Restricted Stock Units to be effective, this Award Agreement must be executed by the Participant and returned to the Company. (e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, Participant and the number of Restricted Stock Units granted, and if . If required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it the Participant will, in a timely manner, execute, deliver, file and otherwise assist the company Company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange. (f) Time shall be of the essence of in this Award Agreement. (g) This Award Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Award Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein. (h) The Participant acknowledges that neither the Plan or this Award Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock Units.. The Company and the Participant have executed this Award Agreement on the ___day of August, 2007. By: T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Participant) • GRANT of Options made as of ___, 200___(the “Grant Date”) TO: T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Participant”)

General Matters. (a) Restricted Stock Units are not transferable or assignablethe Corporation (i) has been incorporated under the Act and the Corporation’s governing corporate legislation is the Act, and is and will at Closing be up-to-date in all material corporate filings and in good standing under the Act; (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate the Mining Property and its assets; and (iii) has all requisite corporate power and authority to create, issue and sell the Offered Securities, to create and issue the Agent Compensation Options, and to enter into and carry out its obligations under this Agreement, the FT Subscription Agreement(s), the Warrant Indenture and the Agent Compensation Options Certificate; (b) This Agreement is not an employment contract and nothing in this Agreement shall be deemed no proceedings have been taken, instituted or, to create in any way whatsoever any obligation on the Participant’s part to continue to work best of the knowledge of the Corporation, are pending for the Company (dissolution or any subsidiary liquidation of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant.Corporation; (c) This Agreement to the best of its knowledge, the Corporation has conducted and is conducting its business in compliance in all material respects with all applicable laws, rules, regulations and orders of each jurisdiction in which it carries on its business, and the Plan constitute Corporation possesses all material approvals, consents, certificates, registrations, authorizations, permits and licenses issued by the entire agreement between appropriate provincial, state, municipal, federal, national or other regulatory agency or body necessary to carry on the parties business currently carried on or contemplated to be carried on by it or as contemplated to be conducted, is in compliance in all material respects with the terms and conditions of all such approvals, consents, certificates, authorizations, permits and licenses and with all laws, regulations, tariffs, rules, orders and directives material to the operations thereof, and the Corporation has not received any notice of the modification, revocation or cancellation of, or any intention to modify, revoke or cancel or any proceeding relating to the grant modification, revocation or cancellation of Restricted Stock Units any such approval, consent, certificate, authorization, permit or license which, singly or in the aggregate, if the subject of an unfavourable decision, order, ruling or finding, could result in a Material Adverse Effect. All such material approvals, consents, certificates, registrations, authorizations, permits and licenses are and will at the Closing Date be valid, subsisting and in good standing; (d) the Corporation is licensed, registered or qualified as an extra-provincial or foreign corporation, as applicable, in all jurisdictions where the character of the property or assets thereof owned or leased or the nature of the activities conducted by it make licensing, registration or qualification necessary and is carrying on the business thereof in compliance, in all material respects with all applicable laws, rules and regulations of each such jurisdiction; (e) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of the close of business on July 21, 2014, 77,221,971 Common Shares were outstanding as fully paid and non-assessable Common Shares; the Corporation currently has 7,993,214 Common Share purchase warrant outstanding and the number of outstanding stock options of the Corporation amounted to 6,950,000; (f) the currently issued and outstanding Common Shares are listed and posted for trading on the TSX-V and no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose has been or, to the Participant herein best knowledge of the Corporation, are threatened or pending; (g) the Corporation has not taken any action which would be reasonably expected to result in the delisting or suspension of the Common Shares on or from the TSX-V and supersedes the Corporation, to its knowledge, is currently in material compliance with the rules and regulations of the TSX-V; (h) since September 30, 2013, the Corporation has filed all Public Disclosure Documents, forms, reports, documents and information and paid all fees required to be filed and paid by it, as the case may be, with the TSX-V (or one of its predecessors) or the applicable Securities Regulators, and as of the time the Public Disclosure Documents were filed with the applicable securities regulators and on SEDAR (System for Electronic Document Analysis and Retrieval) (or, if amended or superseded by a filing prior communicationsto the date of this Agreement, representations then on the date of such filing): (i) each of the Public Disclosure Documents complied in all material respects with the requirements of the applicable securities laws; and negotiations (ii) none of the Public Disclosure Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in respect thereto provided that, for greater certaintyorder to make the statements therein, in the event light of the circumstances under which they were made, not misleading; (i) the Financial Statements have been prepared in accordance with International Financial Reporting Standards, accurately reflect the financial position and all material liabilities of the Corporation as of the date thereof, and no adverse changes in the financial position of the Corporation have taken place since the date thereof; (j) except as disclosed in the Financial Statements, no person has any agreement or option or right or privilege (whether at law, preemptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants, options or convertible obligations of any inconsistencies nature of the Corporation; (k) since September 30, 2013, except as between disclosed in the Public Disclosure Documents: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation; and (iii) the Corporation has carried on its business in the ordinary course; (l) there is no “material fact” or “material change” (as those terms are defined in applicable securities legislation) in the affairs of the Corporation that has not been generally disclosed to the public; (m) the Corporation has not committed an act of bankruptcy and is not insolvent, has not proposed a compromise or arrangement to its creditors generally, has not had a petition or a receiving order in bankruptcy filed against it, has not made a voluntary assignment in bankruptcy, has not taken any proceedings with respect to a compromise or arrangement, has not taken any proceedings to have itself declared bankrupt or wound-up, has not taken any proceedings to have a receiver appointed for any of its direct or indirect interest in its Mining Property and projects and has not had any execution or distress become enforceable or become levied upon the Mining Property; (n) the Corporation is not a party to any actions, suits or proceedings which could result in a Material Adverse Effect, and to the best of the Corporation’s knowledge, no such actions, suit or proceedings are contemplated or have been threatened; (o) to the best of its knowledge, there are no judgments against the Corporation which are unsatisfied, nor are there any consent decrees or injunctions to which the Corporation is subject; (p) to the best of its knowledge, the Corporation is not in default of any of the requirements of any applicable securities legislation or any administrative policies or notices of the TSX-V; (q) to the best of the Corporation’s knowledge, the Regulation 43-101 Report is compliant with the requirements of Regulation 43-101; (r) each of this Agreement, the FT Subscription Agreement(s), the Warrant Indenture and the Agent Compensation Options Certificate, when executed and delivered by the Corporation, shall constitute a valid and binding obligation of the Corporation enforceable against the Corporation in accordance with their terms subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors’ rights generally and as limited by laws relating to the availability of equitable remedies; (s) the execution and delivery of each of this Agreement, the FT Subscription Agreement(s), the Warrant Indenture and the Agent Compensation Options Certificate, and the performance by the Corporation of its obligations hereunder or thereunder, the issuance and sale of the Offered Securities, Agent Compensation Options and the consummation of the transaction contemplated hereby and thereby do not and will not, to the Corporation’s knowledge, conflict with or result in a breach or violation of any of the terms of or provisions of, or constitute a default under, (whether after notice or lapse of time or both), (i) any statute, rule or regulation applicable to the Corporation including the Securities Laws; (ii) the constating documents, articles or resolutions of the Corporation and its shareholders which are in effect at the date hereof; (iii) any Debt Instrument or Material Agreement, mortgage, note, indenture, contract, agreement, instrument, lease or other document to which the Corporation is party or by which it is bound; or (iv) any judgment, decree or order binding the Corporation, or affecting the Mining Property or assets of the Corporation; (t) the Corporation is not in violation of the Act, the articles or by-laws or any constating document thereof. The Corporation is not in violation of any term or provision of any Material Agreement, indenture or other instrument applicable to it, which would result in any Material Adverse Effect; (u) the incurring and renunciation of Qualifying Expenditures to the FT Purchasers pursuant to the FT Subscription Agreement(s), does not and will not constitute a breach of or default under the constating documents of the Corporation or any law, regulation, order or ruling applicable to the Corporation or any agreement, contract or indenture to which the Corporation is a party or by which it is bound; (v) neither the Corporation nor any corporation “associated” (as defined in the Tax Act) with the Corporation is a party to any other agreement for the issuance of “flow-through shares” (as such term is defined in the Tax Act) for which the required expenditures have not been incurred within the contracted times; (w) the Corporation is, and will at the Closing Date be, a “reporting issuer”, not included in a list of defaulting reporting issuers maintained by the Securities Regulators in the Provinces of Alberta, British Columbia, Manitoba, Ontario and Québec and in particular, without limiting the foregoing, the Corporation, to its knowledge, has complied with its obligations to make timely disclosure of all material changes relating to it and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Regulators since September 30, 2013; (x) the Auditors of the Corporation, are independent public accountants as required by the Securities Laws; (y) there has not been any “reportable event” (within the meaning of Regulation 51-102 respecting Continuous Disclosure Obligations) with the present Auditors of the Corporation; (z) the Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Corporation to compete in any line of business, transfer or move any of their assets or operations or which could result in a Material Adverse Effect as to the business practices, operations or condition of the Corporation; (aa) there is no person that is or will be entitled to the proceeds of this Offering under the terms of any Debt Instrument, Material Agreement, or other agreement, instrument or document (written or unwritten); (bb) the Corporation is not party to any agreement, nor is the Corporation aware of any agreement, which in any manner affects the voting control of any of the securities of the Corporation; (cc) neither the Corporation, nor to the best of the Corporation’s knowledge, any other person, is in default in any material respect in the observance or performance of any term, covenant or obligation to be performed by the Corporation or such other person under any Debt Instrument, Material Agreement, or instrument, document or arrangement to which the Corporation is a party or otherwise bound, and all such contracts, agreements or arrangements are in full force and effect, enforceable in accordance with their respective terms and in good standing, and no event has occurred which with notice or lapse of time or both would constitute such a default by the Corporation or, to the best of the Corporation’s knowledge, any other party, and the Corporation is not aware of any material disputes with respect thereto; (dd) the Transfer Agent at its principal transfer office in the City of Montréal, Québec, has been duly appointed as the registrar and transfer agent in Canada in respect of the Common Shares; (ee) other than as disclosed in the Public Disclosure Documents, none of the directors, officers or employees of the Corporation, any known holder of more than ten per cent of any class of shares of the Corporation, or any known associate or affiliate of any of the foregoing persons or companies (as such terms are defined in the Securities Act (Québec), has had any material interest, direct or indirect, in any material transaction within the previous two years or any proposed material transaction with the Corporation which, as the case may be, materially affected, is material to or will result in a Material Adverse Effect; (ff) other than pursuant to this Agreement, there is no person acting or purporting to act at the request of the Corporation who is entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the Offering or transaction contemplated herein; (gg) other than as disclosed in the Public Disclosure Documents, the Corporation is not a party to any Debt Instrument or has any material loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at arm’s length with them; (hh) except as disclosed to the Agent, where determined to be reasonable and prudent by the Corporation, the Corporation is insured with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses, and such coverage, if any, is in full force and effect, and the Corporation has not failed to promptly give any notice or present any material claim thereunder; (ii) with respect to any Leased Premises, the Corporation leases the Leased Premises and has the exclusive right to occupy and/or use, as the case may be, the Leased Premises and each of the leases pursuant to which the Corporation leases the Leased Premises is in good standing and in full force and effect in all material respects. The performance of obligations pursuant to and in compliance with the terms of this Agreement and the Plan, such matters shall be governed completion of transaction described herein by the terms and provisions of the Plan. (d) For the grant of the Restricted Stock Units to be effectiveCorporation, this Agreement must be executed by the Participant and returned to the Company. (e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, the number of Restricted Stock Units granted, and if required by applicable securities legislation, regulations, rules, policies or orders or by will not afford any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange. (f) Time shall be of the essence of this Agreement. (g) This Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to such leases or any other person the right to terminate such leases or result in any additional or more onerous obligations under such leases; (jj) all material information which has been prepared by the Corporation relating to the non-exclusive jurisdiction thereof with respect Corporation and its business, the Mining Property, assets and liabilities and either publicly disclosed or provided to the Agent, including all financial, marketing, sales and operational information provided to the Agent and all Public Disclosure Documents is, as of the date of such matters information, true and the transactions contemplated herein.correct in all material respects, and no fact or facts have been omitted therefrom which would make such information materially misleading; (hkk) The Participant acknowledges that neither the Plan or this Agreement restricts the Company’s ability to conduct its business (including, but Corporation is not limited to, such decisions as transactions with related parties, new product development efforts, cancellation aware of existing products, mergers and acquisitionsany legislation, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock Units.proposed legislation published by a legislative body, which it anticipates will result in a Material Adverse Effect; and (ll

General Matters. (a) Restricted Stock Units The Corporation and the Material Subsidiaries have been duly incorporated or continued and are existing under the laws of their respective jurisdictions, and are current and up-to-date in all material respects with all filings required to be made by them in such jurisdiction, have all requisite corporate power and authority and are duly qualified and possess all certificates, authorizations, permits and licences issued by the appropriate provincial, state, municipal or federal regulatory agencies or bodies necessary and have not received and are not transferable aware of any invalidity or assignablelapse in effectiveness, modification or revocation to such licences, authorizations, certificates or permits (except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), to carry on their respective businesses as now conducted and to own their respective properties and assets, in each case, as described in the Offering Documents, and the Corporation has all requisite corporate power and authority to carry out its obligations under this Agreement. (b) This Agreement is not an employment contract The Corporation has no material Subsidiaries other than as listed on Schedule A and nothing in this Agreement shall be deemed to create in any way whatsoever any obligation the Corporation beneficially owns, directly or indirectly, the percentage indicated on the Participant’s part to continue to work for the Company (or any subsidiary Schedule A of the Companyissued and outstanding shares in the capital of the Material Subsidiaries free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever (other than pursuant to the Revolving Facility), all of such shares have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares. There exist no options, warrants, purchase rights, or other contracts or commitments that could require the Corporation to sell, transfer, issue or otherwise dispose of the Company (or any subsidiary capital stock of the Company) to continue to employ the Participantany Material Subsidiary. (c) This Agreement Other than customary post-closing filings required by Applicable Securities Laws, "blue sky laws" in the United States and the Plan constitute TSX and NYSE, and other than as contemplated by this Agreement, all consents, approvals, permits, authorizations or filings as may be required for the entire agreement between execution and delivery of this Agreement, the parties relating to issuance of the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement Offered Shares and the Plan, such matters shall be governed by the terms and provisions completion of the Plantransaction contemplated hereby, have been made or obtained, as applicable. (d) For No proceedings have been taken, instituted or, to the grant knowledge of the Restricted Stock Units to be effectiveCorporation, this Agreement must be executed by are pending for the Participant and returned to dissolution or liquidation of the CompanyCorporation or any of the Material Subsidiaries. (e) The Participant acknowledges that Each of the Company may be required to disclose execution and delivery of this Agreement, the performance by the Corporation of its obligations hereunder, the issue and sale of the Offered Shares and the consummation of the transactions contemplated in this Agreement, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation of a mortgage, lien, pledge, charge, security interest, encumbrance, claim or demand upon any property or assets of the Corporation or any Subsidiary (whether after notice or lapse of time or both) under, (A) any statute, rule or regulation applicable to the securities regulatory authoritiesCorporation or any Subsidiary including, without limitation, Applicable Securities Laws and the Exchange or other regulatory authorities duly authorized to make such requestpolicies, the name, address rules and telephone number regulations of the ParticipantTSX and NYSE; (B) the articles, by-laws or resolutions of the number of Restricted Stock Units grantedCorporation which are in effect at the date hereof; (C) any Material Contract; or (D) any judgment, and if required by applicable securities legislation, regulations, rules, policies decree or orders order binding the Corporation or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders Subsidiary or the requirements property or assets of the Corporation or any securities commission or other regulatory authority or the ExchangeSubsidiary. (f) Time shall be The audited comparative consolidated financial statements of the essence Corporation as at and for the year ended December 31, 2013 and the unaudited comparative consolidated financial statements of this Agreementthe Corporation for the nine month period ended September 30, 2014 have been prepared in accordance with IFRS, consistently applied with prior periods, except as otherwise noted therein, contain no misrepresentation and present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, accrued, contingent or otherwise) of the Corporation as at such dates and results of operations of the Corporation for the periods then ended and there has been no material change in accounting policies of the Corporation since December 31, 2013. (g) There has been no adverse material change (actual or proposed, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (absolute, accrued, contingent or otherwise) or capital of the Corporation or the Subsidiaries since December 31, 2013, which has not been disclosed in the Offering Documents and, except as disclosed in the Offering Documents, in all material respects, the business of the Corporation and the Subsidiaries has been carried on in the usual and ordinary course consistent with past practice since December 31, 2013 to the extent that such past practice is consistent with the current business direction of the Corporation and the Subsidiaries. (h) All taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto, including any penalty and interest payable with respect thereto (collectively, "Taxes") due and payable or required to be collected or withheld and remitted, by the Corporation and the Subsidiaries have been paid, collected or withheld and remitted, as applicable, and all tax returns, declarations, remittances and filings required to be filed by the Corporation and the Subsidiaries have been filed with all appropriate governmental authorities, except where such failure to pay, collect, withhold, remit or file, as the case may be, would not have a Material Adverse Effect and all such returns, declarations, remittances and filings are complete and accurate in all respects except as would not have a Material Adverse Effect and no material fact or facts have been omitted therefrom which would make any of them misleading. Except as disclosed in the Offering Documents, (A) no examination of any tax return of the Corporation or the Subsidiaries by a taxing authority is currently in progress and (B) there are no issues or disputes outstanding with any governmental authority respecting any Taxes that have been paid, or may be payable, by the Corporation and the Subsidiaries, except in each case as would not have a Material Adverse Effect. There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to the Corporation and the Subsidiaries, except such waivers as disclosed to the Underwriters. (i) The auditors who audited the consolidated Financial Statements of the Corporation as at and for the year ended December 31, 2013 and who provided their audit report thereon are independent registered chartered accountants as required under Applicable Securities Laws and the applicable rules and regulations adopted by the Public Company Oversight Board (United States). (j) There has never been a "reportable event" (within the meaning of National Instrument 51-102) with the present auditors of the Corporation or, to the knowledge of the Corporation, any former auditors of the Corporation and the present auditors of the Corporation have not provided any material comments or recommendations to the Corporation regarding its accounting policies, internal control systems or other accounting or financial practices that have not been implemented by the Corporation. (k) As of the close of business on February 27, 2015, other than stock options granted and outstanding under the Corporation's share option plan, which are exercisable into an aggregate of 3,501,600 Common Shares, restricted share rights granted and outstanding under the Corporation's restricted share plan which entitled the holders to an aggregate of 164,604 Common Shares and issued and outstanding warrants which are exercisable into an aggregate of 10,000,000 Common Shares, and other than the 17,869,840 Common Shares reserved for issuance under the Corporation's dividend reinvestment plan, no holder of outstanding securities of the Corporation is entitled to any pre-emptive or any similar rights to subscribe for Common Shares or other securities of the Corporation, and no rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any shares in the capital of the Corporation are outstanding. (l) The Corporation has not filed any confidential material change reports or similar confidential report with any securities commission that is still maintained on a confidential basis. (m) There is not, in the articles, by-laws or in any Material Contract, any restriction upon, or impediment to, the declaration or payment of dividends by the Corporation to the holders of Common Shares, except for the dividend restrictions under the Revolving Facility. (n) The Corporation and the Material Subsidiaries are not a party to, or bound by, or to the best of its knowledge, affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Corporation or the Material Subsidiaries to compete in any line of business (other than restrictions contained in confidentiality agreements entered into in connection with the Corporation's consideration of silver and gold streaming opportunities that may contain restrictions on the ability of the Corporation to acquire interests in the particular location, project or company being evaluated), transfer or move any of its assets or operations (other than restrictions on assignment of agreements and the right of first refusal contained in any Material Contract as described in the Offering Documents) or which materially and adversely affects the business practices, operations or condition of the Corporation and the Material Subsidiaries, taken as a whole. (o) The Corporation and the Subsidiaries have conducted and are conducting their business in compliance, in all material respects, with all applicable laws, rules, codes, policies, ordinances and regulations (including all orders, consent decrees and judgments) of each jurisdiction in which it carries on business (including, without limitation, all applicable Canadian and United States federal, provincial, state, municipal and local laws, regulations and other lawful requirements of any governmental or regulatory body) and the rules and policies of the TSX and NYSE, have all required permits, authorizations and approvals required under any such laws, rules, codes, policies, ordinances and regulations to carry on the business as currently conducted, and have not received a notice of non-compliance, nor know of, nor have reasonable grounds to know of, any facts that could give rise to a notice of material non-compliance with any such laws, rules, codes, policies, ordinances or regulations under any such permit, authorization or approval, except as would not reasonably be expected to have a Material Adverse Effect. (p) This Agreement shall be governed has been duly authorized, executed and delivered by the laws Corporation and constitutes a valid and binding obligation of the Province Corporation and is enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of Albertacreditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law. (q) The Offered Shares have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and when issued and delivered by the Corporation pursuant to this Agreement, against payment of the consideration set forth herein, will be validly issued as fully paid and non-assessable Common Shares of the Corporation. The parties agree that Offered Shares, upon issuance, will not be issued in violation of or subject to any disputes under this Agreement shall be resolved pre-emptive rights or contractual rights to purchase securities issued by the courts Corporation. (r) The Corporation has applied, or will promptly apply, to obtain the necessary regulatory consents and approvals from the TSX and NYSE in connection with the Offering, including, without limitation, the listing of Alberta the Offered Shares. (s) The attributes of the Offered Shares conform in all material respects with the description thereof in the Offering Documents. (t) As of the close of business on February 27, 2015, the authorized capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of preference shares, issuable in series, of which 364,777,928 Common Shares and no preference shares are issued and outstanding. (u) The Corporation is a reporting issuer, or the equivalent thereof, in each of the parties irrevocably attorn provinces of Canada. The Corporation is not currently in default of any requirement of the Applicable Securities Laws in any material respect and the Corporation is not included on a list of defaulting reporting issuers maintained by any of the Canadian Securities Commissions. (v) The currently issued and outstanding Common Shares have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares and, except for this Agreement or as described in the Offering Documents, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the issue or allotment of any unissued shares in the capital of the Corporation or any other security convertible into or exchangeable for any such shares, and the currently issued and outstanding Common Shares are listed and posted for trading solely on the TSX and NYSE and no order ceasing or suspending trading in any securities of the Corporation is currently outstanding and no proceedings for such purpose are, to the nonknowledge of the Corporation, pending or threatened. None of the currently issued and outstanding Common Shares were issued in violation of or subject to any pre-exclusive jurisdiction thereof emptive rights or contractual rights to purchase securities issued by the Corporation. (w) Other than the Underwriters pursuant to this Agreement and their respective representatives, there is no person acting or purporting to act at the request of the Corporation who is entitled to any brokerage, agency, underwriting, or other fiscal advisory or similar fee in connection with respect to all such matters and the transactions contemplated herein. (hx) The Participant acknowledges that Offering Documents (including each Document Incorporated by Reference) are, as of the dates thereof, true and correct in all material respects and do not contain a misrepresentation, and no material fact or facts have been omitted therefrom which would make such information misleading. (y) Except as disclosed in the Offering Documents, the Corporation and the Subsidiaries are not party to any agreement, nor is the Corporation or the Subsidiaries aware of any agreement, which in any manner affects the voting control of any of the securities of the Corporation. (z) Except as set out in the Offering Documents, to the knowledge of the Corporation, none of the directors, officers or employees of the Corporation or the Subsidiaries, any known holder of more than 10% of any class of shares of the Corporation, or any known associate or affiliate of any of the foregoing persons or companies (as such terms are defined in the Securities Act (British Columbia)), has had any material interest, direct or indirect, in any material transaction within the previous two years or has any material interest in any proposed material transaction involving the Corporation which, as the case may be, materially affected, is material to or will materially affect the Corporation and the Subsidiaries (taken as a whole). (aa) Except as disclosed in the Offering Documents, neither the Plan or this Agreement restricts Corporation nor the Company’s ability to conduct its business (includingSubsidiaries has approved, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitionshas entered into, or corporate dissolution) regardless has any knowledge of the effect those decisions may have on the value of Restricted Stock Units.any binding agre

General Matters. (a) Restricted Stock Units Options are not transferable or assignable. (b) This Award Agreement is not an employment contract and nothing in this Award Agreement shall be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for the Company (or any subsidiary of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant. (c) This Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions of the Plan. (d) For the grant of the Restricted Stock Units to be effective, this Agreement must be executed by the Participant and returned to the Company. (e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Toronto Stock Exchange (the “Exchange”) or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, Participant and the number of Restricted Stock Units Options granted, and if . If required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it the Participant will, in a timely manner, execute, deliver, file and otherwise assist the company Company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units Options as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange. (fd) Time shall be This Award Agreement, the Employment Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Options to the essence of this AgreementParticipant and supersede all prior communications, representations and negotiations in respect thereto. (ge) For the grant of the Options to be effective, this Award Agreement must be executed by the Participant and returned to the Company. (f) This Award Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Award Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein. (g) Time shall be of the essence of this Award Agreement. (h) The Participant acknowledges that neither the Plan or nor this Award Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock UnitsOptions. (i) The Participant shall not have any of the rights and privileges of a shareholder of the Company by virtue of being granted Options.

General Matters. (a) Restricted Stock Units Options are not transferable or assignable. (b) This Award Agreement is not an employment contract and nothing in this Award Agreement shall be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for the Company (or any subsidiary of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant. (c) This Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions of the Plan. (d) For the grant of the Restricted Stock Units to be effective, this Agreement must be executed by the Participant and returned to the Company. (e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Toronto Stock Exchange (the “Exchange”) or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, Participant and the number of Restricted Stock Units Options granted, and if . If required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it the Participant will, in a timely manner, execute, deliver, file and otherwise assist the company Company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units Options as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange. (fd) Time shall be This Award Agreement, the Employment Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Options to the essence of this AgreementParticipant and supersede all prior communications, representations and negotiations in respect thereto. (ge) For the grant of the Options to be effective, this Award Agreement must be executed by the Participant and returned to the Company. (f) This Award Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Award Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein. (g) Time shall be of the essence of this Award Agreement. (h) The Participant acknowledges that neither the Plan or nor this Award Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock UnitsOptions. The Participant shall not have any of the rights and privileges of a shareholder of the Company by virtue of being granted Options.

General Matters. To: (i) change the name or street address of the Property or designation of the Premises, (ii) install and maintain signs on and about the Property, and grant any other Person the right to do so, (iii) retain at all times, and use in appropriate instances, keys to all doors within and into the Premises (subject to the following paragraph concerning Secure Areas), (iv) grant to any Person the right to conduct any business or render any service at the Property, whether or not the same are similar to the use permitted Tenant by this Lease, (v) have access for Landlord and other tenants of the Property to any mail chutes located on the Premises according to the rules of the United States Postal Service (and to install or remove such chutes), and (vi) in case of fire, invasion, insurrection, riot, civil disorder, public excitement or other dangerous condition, or threat thereof: (a) Restricted Stock Units are not transferable limit or assignable prevent access to the Property, (b) This Agreement is not an employment contract and nothing in this Agreement shall be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for the Company (or any subsidiary of the Company)shut down elevator service, or of the Company (or any subsidiary of the Company) to continue to employ the Participant. (c) This Agreement activate elevator emergency controls, and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions of the Plan. (d) For otherwise take such action or preventative measures deemed necessary by Landlord for the grant safety of tenants of the Restricted Stock Units Property or the protection of the Property and other property located thereon or therein (but this provision shall impose no duty on Landlord to be effectivetake such actions, and no liability for actions taken in good faith). Notwithstanding anything contained in this Agreement must be executed by the Participant and returned Lease to the Company. contrary, Tenant shall have the right to designate certain areas within the Premises as secure areas (e"Secure Areas") The Participant which shall be locked by Tenant and to which Landlord shall not have the key or other method of access (such as key cards or security codes). Tenant acknowledges that the Company may be required to disclose ▇▇▇▇▇▇▇▇'s lack of access to the securities regulatory authorities, Secure Areas may impair the Exchange ability of Landlord or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, the number of Restricted Stock Units granted, and if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange. (f) Time shall be of the essence of this Agreement. (g) This Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein. (h) The Participant acknowledges that neither the Plan or this Agreement restricts the Company’s ability to conduct its business persons (including, but not limited towithout limitation, fire and police personnel) to respond to emergency situations in the Secure Areas. Tenant waives and releases all claims, demands, liabilities or losses (collectively, "claims") which may arise or occur as a result of any delay in gaining access to the Secure Areas by Landlord or other persons (including, without limitation, fire and police personnel) in emergency situations, and Tenant shall defend, indemnify and hold Landlord and its agents and employees harmless from any such decisions as transactions with related claims by third parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of . Landlord shall have no obligation to provide any janitorial services to the effect those decisions may have on the value of Restricted Stock UnitsSecure Areas.

General Matters. Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. For the avoidance of doubt, each of the Lenders and the Issuing Banks hereby authorizes and directs the Administrative Agent to enter into (i) any Intercreditor Agreement pursuant to Section 6.02(i), perform each Intercreditor Agreement on its behalf and take any actions thereunder as determined by the Administrative Agent to be necessary or advisable to protect the interest of the Lenders, and each Lender agrees to be bound by the terms of each Intercreditor Agreement and (ii) any Security Document in connection with Section 6.02(i) in order to ensure the Secured Obligations are secured by a Lien in all assets securing any Indebtedness incurred pursuant to Section 6.01(i) (it being understood that any such Security Document may (without the consent of any Lender) take the form of an amendment to, or amendment and restatement of, any existing Security Document so long as the sole amendments thereto are such changes as are reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effectuate the intent of Section 6.02(i)). Any bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to, invest in and generally engage in any kind of business with the Loan Parties or any Restricted Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) Restricted Stock Units are the Administrative Agent shall not transferable be subject to any fiduciary or assignable other implied duties, regardless of whether a Default has occurred and is continuing, (b) This Agreement the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not an employment contract have any duty to disclose, and nothing shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Restricted Subsidiaries that is communicated to or obtained by the bank serving as the Administrative Agent or any of its Affiliates in this Agreement any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall not be deemed to create have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Representative or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any way whatsoever Loan Document, (iv) the adequacy, accuracy or completeness of any obligation information (whether oral or written) set forth or in connection with any Loan Document, (v) the legality, validity, enforceability, effectiveness, adequacy or genuineness of any Loan Document or any other agreement, instrument or document, (vi) the creation, perfection or priority of Liens on the Participant’s part Collateral or the existence of the Collateral, or (vii) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, (i) any representation, notice, request, certificate, consent, statement, instrument, document or other writing or communication believed by it to be genuine, correct and to have been authorized, signed or sent by the proper Person, (ii) any statement made to it orally or by telephone and believed by it to be made or authorized by the proper Person or (iii) any statement made by a director, authorized signatory or employee of any Person regarding any matters which may reasonably be assumed to be within his or her knowledge or within his or her power to verify. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower Representative. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower Representative, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, in consultation with the Borrower Representative, appoint its successor in such capacity, which shall be a commercial bank or an Affiliate of any such commercial bank or a Lender. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges, obligations and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and any further obligations hereunder. The retiring Administrative Agent shall, at its own cost, make available to the successor Administrative Agent any documents and records and provide any assistance which the successor Administrative Agent may reasonably request for the purposes of performing its functions as Administrative Agent under the Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. Notwithstanding the foregoing in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to such Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to work be vested with such security interest as collateral agent for the Company benefit of the Secured Parties and, in the case of any Collateral in the possession of such Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender, each other Agent and each Issuing Bank. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03; as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any subsidiary other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) as of the Company)Third Restatement Date, it has been provided access to each Report prepared by or on behalf of the Company Administrative Agent; (b) the Administrative Agent (i) does not make any representation or warranty, express or implied, as to the completeness or accuracy of any Report or any subsidiary of the Companyinformation contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) to continue to employ the Participant. shall not be liable for any information contained in any Report; (c) This Agreement the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Plan constitute Loan Parties and will rely significantly upon the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein Loan Parties’ books and supersedes all prior communicationsrecords, as well as on representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions of the Plan. Loan Parties’ personnel and that the Administrative Agent does not undertake any obligation to update, correct or supplement the Reports; (d) For it will keep all Reports confidential and strictly for its internal use, and it will not share the grant Report with any other Person except as otherwise permitted pursuant to Section 9.12 of the Restricted Stock Units to be effective, this Agreement must be executed by the Participant Agreement; and returned to the Company. (e) The Participant acknowledges that without limiting the Company may be required to disclose to generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the securities regulatory authoritiesAdministrative Agent and any such other Person preparing a Report harmless from and against, the Exchange or other regulatory authorities duly authorized to make such requestclaims, the nameactions, address and telephone number of the Participantproceedings, the number of Restricted Stock Units granteddamages, and if required by applicable securities legislationcosts, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakingsexpenses, and other documents with respect to amounts (including reasonable attorney fees) incurred as the Restricted Stock Units as may be required direct or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements indirect result of any securities commission third parties who might obtain all or other regulatory authority or part of any Report through the Exchange. indemnifying Lender (f) Time shall be of the essence except as permitted pursuant to Section 9.12 of this Agreement. (g) This Agreement ). The Administrative Agent shall be governed by act as the laws secured party, on behalf of the Province of Alberta. The parties agree that any disputes under this Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof Secured Parties, with respect to all such matters Collateral of each Loan Party that is organized in any jurisdiction. The Syndication Agents and the transactions contemplated herein. (h) The Participant acknowledges that neither the Plan Documentation Agents shall not have any right, power, obligation, liability, responsibility or duty under this Agreement restricts the Company’s ability other than those applicable to conduct its business (including, but not limited to, such decisions all Lenders as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock Unitssuch.

General Matters. (a) Restricted Stock Units Options are not transferable or assignable. (b) This Award Agreement is not an employment contract and nothing in this Award Agreement shall be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for the Company (or any subsidiary of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant. (c) This Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions of the Plan. (d) For the grant of the Restricted Stock Units to be effective, this Agreement must be executed by the Participant and returned to the Company. (e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, Participant and the number of Restricted Stock Units Options granted, and if . If required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it the Participant will, in a timely manner, execute, deliver, file and otherwise assist the company Company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units Options as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange. (fd) Time shall be This Award Agreement, the Employment Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Options to the essence of this AgreementParticipant and supersede all prior communications, representations and negotiations in respect thereto. (ge) For the grant of the Options to be effective, this Award Agreement must be executed by the Participant and returned to the Company. (f) This Award Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Award Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein. (g) Time shall be of the essence of this Award Agreement. (h) The Participant acknowledges that neither the Plan or nor this Award Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock UnitsOptions. (i) The Participant shall not have any of the rights and privileges of a shareholder of the Company by virtue of being granted Options. The Company and the Participant have executed this Award Agreement on the ___day of , 200___. By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Participant) THIS AGREEMENT made as of the 22nd day of August, 2007. BETWEEN:

General Matters. (a) Restricted Stock Units are not transferable or assignable (b) This Award Agreement is not an employment contract and nothing in this Award Agreement shall be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for the Company (or any subsidiary of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant. (c) This Award Agreement, the Employment Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units herein to the Participant herein and supersedes supersede all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in thereto. In the event of any inconsistencies as between this Award Agreement and the Plan, such matters shall be governed by the terms and provisions of the Plan. (d) For the grant of the Restricted Stock Units to be effective, this Award Agreement must be executed by the Participant and returned to the Company. (e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, Participant and the number of Restricted Stock Units granted, and if . If required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it the Participant will, in a timely manner, execute, deliver, file and otherwise assist the company Company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange. (f) Time shall be of the essence of in this Award Agreement. (g) This Award Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Award Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein. (h) The Participant acknowledges that neither the Plan or this Award Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock Units.. The Company and the Participant have executed this Award Agreement on the ___day of August, 2007. By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Participant) GRANT of Options made as of , 200___(the “Grant Date”) TO: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Participant”)

General Matters. (a) Restricted Stock Units are not transferable or assignable (b) This Agreement is not an employment contract SECTION A. The District and nothing in the Association recognize that this Agreement shall be deemed agreement has been entered into pursuant to create in any way whatsoever any obligation on the Participant’s part to continue to work for the Company (or any subsidiary Article 14 of the Company), or Civil Service Law. It is understood and agreed by the parties hereto that if any of the Company (or any subsidiary of the Company) to continue to employ the Participant. (c) This Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions of the Plan. (d) For the grant of the Restricted Stock Units to agreement shall contravene, or be effectiveinvalid under, this Agreement must be executed by the Participant and returned to the Company. (e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, the number of Restricted Stock Units granted, and if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange. (f) Time shall be of the essence of this Agreement. (g) This Agreement shall be governed by the laws of the Province State of Alberta. The parties agree that any disputes under New York, such contravention or invalidity shall not invalidate this Agreement entire agreement, but it shall be resolved by construed as if not containing the courts of Alberta particular provision or provisions held to be invalid, and each the rights and obligations of the parties irrevocably attorn shall be construed and enforced accordingly. SECTION B. During the term of this agreement, the provisions herein take precedence over such policies of the Board as may be inconsistent therewith. SECTION C. Any arrangement, agreement or contract entered into between the District and an individual unit member during the time of this agreement, shall be consistent with, and expressly made subject to, this agreement. During the term of this agreement, the provisions herein take precedence over such portions of arrangements, agreements or contracts between the District and individual unit members as may be inconsistent SECTION D. The District shall give a copy of this agreement to each unit member employed by the District during the term of this agreement. Copies of this agreement shall be printed at the expense of the District. SECTION E. The District recognizes that the education profession has both the right and the responsibility, acting within its Code of Ethics, to insist that teachers be free to teach and children free to learn the broad areas of knowledge, including those considered controversial. The teacher shall have the responsibility of keeping his/her building principal informed on all controversial issues to be taught. Whenever any group or individual brings charges against a teacher concerning the teacher's freedom to teach, if the District concurs with the teacher's position, it shall provide legal or other assistance for the protection of academic freedom. SECTION F. In the event of a merger, the Board and the Association shall establish a committee to study staffing and all other aspects and implications of such consolidation. SECTION G. Full time tenured members of the bargaining unit who do not reside within the District and who have children who are elementary or secondary school age, shall be entitled to have their children attend the schools of this District on a tuition-free basis provided that: (1) programs are available that are suitable to the non-exclusive jurisdiction thereof with respect to all such matters and needs of their children; (2) there will be no requirement for increasing the transactions contemplated herein. (h) The Participant acknowledges that neither the Plan or this Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless staffing of the effect those decisions may have on District to accommodate their attendance; and (3) that there is available space within the value of Restricted Stock UnitsDistrict to accommodate their attendance.

General Matters. In connection with the foregoing, it is understood and agreed that Landlord’s approval under this Section 1.1(A) is given solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon ▇▇▇▇▇▇▇▇’s approval of the Schematic Plans, the Interim Plans or the Tenant Plans (ahereinafter collectively referred to as the “Plans”) Restricted Stock Units for any other purpose whatsoever. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of the Plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of the Plans shall in no event relieve Tenant of the responsibility for such design. In addition, Tenant shall, on or before the Building Permit Application Date (as defined in Section 1.1(B)(3) below), execute and deliver to Landlord any affidavits and documentation provided to Tenant by ▇▇▇▇▇▇’s architect and/or engineers preparing the Plans and/or by Landlord, and required in order to obtain all permits and approvals necessary for Landlord to commence and complete the Tenant Improvement Work (excluding any operational permits that are not transferable or assignable required in order for Tenant to operate its business in the Premises, which such operational permits shall be Tenant’s sole responsibility to obtain) on a timely basis (b“Permit Documentation”). ▇▇▇▇▇▇▇▇’s failure to respond to any version of the Plans meeting the requirements of this Section 1.1(A) This Agreement is not an employment contract and nothing in this Agreement within the applicable time periods set forth herein shall be deemed to create constitute Landlord’s approval thereof. To the extent that Landlord has previously approved a particular element shown in an earlier iteration of the Plans (or such element has been deemed approved by virtue of Landlord’s failure to respond to such Plans within the applicable time period), Landlord shall not have the right to disapprove such element in any way whatsoever any obligation on subsequent Plans, provided that (i) such element has not been materially modified, (ii) such element was approved without objection or condition by Landlord in the Participant’s part to continue to work for the Company (or any subsidiary earlier iteration of the Company)Plans, or and (iii) in the case of Plans that had been deemed approved, the element was shown in sufficient detail in the earlier iteration of the Company (or any subsidiary of the Company) to continue to employ the Participant. (c) This Agreement and the Plan constitute the entire agreement between the parties relating Plans that Landlord could reasonably have responded to the grant of Restricted Stock Units to same at the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions of the Plantime. (d) For the grant of the Restricted Stock Units to be effective, this Agreement must be executed by the Participant and returned to the Company. (e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, the number of Restricted Stock Units granted, and if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange. (f) Time shall be of the essence of this Agreement. (g) This Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein. (h) The Participant acknowledges that neither the Plan or this Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock Units.

General Matters. (a) Restricted Stock Units The Corporation and the Material Subsidiaries have been duly incorporated or continued and are existing under the laws of their respective jurisdictions, and are current and up-to-date in all material respects with all filings required to be made by them in such jurisdiction, have all requisite corporate power and authority and are duly qualified and possess all certificates, authorizations, permits and licences issued by the appropriate provincial, state, municipal or federal regulatory agencies or bodies necessary and have not received and are not transferable aware of any invalidity or assignablelapse in effectiveness, modification or revocation to such licences, authorizations, certificates or permits (except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), to carry on their respective businesses as now conducted and to own their respective properties and assets, in each case, as described in the Pricing Disclosure Package and the Prospectuses, and the Corporation has all requisite corporate power and authority to carry out its obligations under this Agreement. (b) This Agreement is not an employment contract The Corporation has no material Subsidiaries other than as listed on Schedule A and nothing in this Agreement shall be deemed to create in any way whatsoever any obligation the Corporation beneficially owns, directly or indirectly, the percentage indicated on the Participant’s part to continue to work for the Company (or any subsidiary Schedule A of the Companyissued and outstanding shares in the capital of the Material Subsidiaries free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever (other than pursuant to the Amended Revolving Facility), all of such shares have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares. There exist no options, warrants, purchase rights, or other contracts or commitments that could require the Corporation to sell, transfer, issue or otherwise dispose of the Company (or any subsidiary capital stock of the Company) to continue to employ the Participantany Material Subsidiary. (c) This Agreement Other than customary post-closing filings required by Applicable Securities Laws, “blue sky laws” in the United States and the Plan constitute TSX and NYSE, and other than as contemplated by this Agreement, all consents, approvals, permits, authorizations or filings as may be required for the entire agreement between execution and delivery of this Agreement, the parties relating to issuance of the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement Offered Shares and the Plan, such matters shall be governed by the terms and provisions completion of the Plantransaction contemplated hereby, have been made or obtained, as applicable. (d) For No proceedings have been taken, instituted or, to the grant knowledge of the Restricted Stock Units to be effectiveCorporation, this Agreement must be executed by are pending for the Participant and returned to dissolution or liquidation of the CompanyCorporation or any of the Material Subsidiaries. (e) The Participant acknowledges that Each of the Company may be required to disclose execution and delivery of this Agreement, the performance by the Corporation of its obligations hereunder, the issue and sale of the Offered Shares and the consummation of the transactions contemplated in this Agreement, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation of a mortgage, lien, pledge, charge, security interest, encumbrance, claim or demand upon any property or assets of the Corporation or any Subsidiary (whether after notice or lapse of time or both) under, (A) any statute, rule or regulation applicable to the securities regulatory authoritiesCorporation or any Subsidiary including, without limitation, Applicable Securities Laws and the Exchange or other regulatory authorities duly authorized to make such requestpolicies, the name, address rules and telephone number regulations of the ParticipantTSX and NYSE; (B) the articles, by-laws or resolutions of the number of Restricted Stock Units grantedCorporation which are in effect at the date hereof; (C) any Material Contract; or (D) any judgment, and if required by applicable securities legislation, regulations, rules, policies decree or orders order binding the Corporation or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders Subsidiary or the requirements property or assets of the Corporation or any securities commission or other regulatory authority or the ExchangeSubsidiary. (f) Time shall be The audited comparative consolidated financial statements of the essence Corporation as at and for the year ended December 31, 2015 have been prepared in accordance with IFRS, consistently applied with prior periods, except as otherwise noted therein, contain no misrepresentation and present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, accrued, contingent or otherwise) of this Agreementthe Corporation as at such dates and results of operations of the Corporation for the periods then ended and there has been no material change in accounting policies of the Corporation since December 31, 2015. (g) There has been no adverse material change (actual or proposed, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (absolute, accrued, contingent or otherwise) or capital of the Corporation or the Subsidiaries since December 31, 2015, which has not been disclosed in the Pricing Disclosure Package and the Prospectuses and, except as disclosed in the Pricing Disclosure Package and the Prospectuses, in all material respects, the business of the Corporation and the Subsidiaries has been carried on in the usual and ordinary course consistent with past practice since December 31, 2015 to the extent that such past practice is consistent with the current business direction of the Corporation and the Subsidiaries. (h) All taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto, including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable or required to be collected or withheld and remitted, by the Corporation and the Subsidiaries have been paid, collected or withheld and remitted, as applicable, and all tax returns, declarations, remittances and filings required to be filed by the Corporation and the Subsidiaries have been filed with all appropriate governmental authorities, in each case except as disclosed in the Pricing Disclosure Package and the Prospectuses or where such failure to pay, collect, withhold, remit or file, as the case may be, would not reasonably be expected to have a Material Adverse Effect and all such returns, declarations, remittances and filings are complete and accurate in all respects except as would not have a Material Adverse Effect and no material fact or facts have been omitted therefrom which would make any of them misleading. Except as disclosed in the Pricing Disclosure Package and the Prospectuses, (A) no examination of any tax return of the Corporation or the Subsidiaries by a taxing authority is currently in progress and (B) there are no issues or disputes outstanding with any governmental authority respecting any Taxes that have been paid, or may be payable, by the Corporation and the Subsidiaries, except in each case as would not have a Material Adverse Effect. There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to the Corporation and the Subsidiaries, except such waivers as disclosed to the Underwriters. (i) The auditors who audited the consolidated Financial Statements of the Corporation as at and for the year ended December 31, 2015 and who provided their audit report thereon are independent registered chartered accountants as required under Applicable Securities Laws and the applicable rules and regulations adopted by the Public Company Oversight Board (United States). (j) There has never been a “reportable event” (within the meaning of National Instrument 51-102) with the present auditors of the Corporation or, to the knowledge of the Corporation, any former auditors of the Corporation and the present auditors of the Corporation have not provided any material comments or recommendations to the Corporation regarding its accounting policies, internal control systems or other accounting or financial practices that have not been implemented by the Corporation. (k) As of the close of business on March 29, 2016, other than stock options granted and outstanding under the Corporation’s share option plan, which are exercisable into an aggregate of 5,235,400 Common Shares, restricted share rights granted and outstanding under the Corporation’s restricted share plan which entitle the holders to an aggregate of 188,931 Common Shares and issued and outstanding warrants which are exercisable into an aggregate of 10,000,000 Common Shares, and other than the 16,376,158 Common Shares reserved for issuance under the Corporation’s dividend reinvestment plan, no holder of outstanding securities of the Corporation is entitled to any pre-emptive or any similar rights to subscribe for Common Shares or other securities of the Corporation, and no rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any shares in the capital of the Corporation are outstanding. (l) The Corporation has not filed any confidential material change reports or similar confidential report with any securities commission that is still maintained on a confidential basis. (m) There is not, in the articles, by-laws or in any Material Contract, any restriction upon, or impediment to, the declaration or payment of dividends by the Corporation to the holders of Common Shares, except for the dividend restrictions under the Amended Revolving Facility. (n) The Corporation and the Material Subsidiaries are not a party to, or bound by, or to the best of its knowledge, affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Corporation or the Material Subsidiaries to compete in any line of business (other than restrictions contained in confidentiality agreements entered into in connection with the Corporation’s consideration of silver and gold streaming opportunities that may contain restrictions on the ability of the Corporation to acquire interests in the particular location, project or company being evaluated), transfer or move any of its assets or operations (other than restrictions on assignment of agreements and the right of first refusal contained in any Material Contract as described in the Pricing Disclosure Package and the Prospectuses) or which materially and adversely affects the business practices, operations or condition of the Corporation and the Material Subsidiaries, taken as a whole. (o) Except as disclosed in the Pricing Disclosure Package and the Prospectuses, the Corporation and the Subsidiaries have conducted and are conducting their business in compliance, in all material respects, with all applicable laws, rules, codes, policies, ordinances and regulations (including all orders, consent decrees and judgments) of each jurisdiction in which it carries on business (including, without limitation, all applicable Canadian and United States federal, provincial, state, municipal and local laws, regulations and other lawful requirements of any governmental or regulatory body) and the rules and policies of the TSX and NYSE, have all required permits, authorizations and approvals required under any such laws, rules, codes, policies, ordinances and regulations to carry on the business as currently conducted, and have not received a notice of non-compliance, nor know of, nor have reasonable grounds to know of, any facts that could give rise to a notice of material non-compliance with any such laws, rules, codes, policies, ordinances or regulations under any such permit, authorization or approval, except as would not reasonably be expected to have a Material Adverse Effect. (p) This Agreement shall be governed has been duly authorized, executed and delivered by the laws Corporation and constitutes a valid and binding obligation of the Province Corporation and is enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of Albertacreditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law. (q) The Offered Shares have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and when issued and delivered by the Corporation pursuant to this Agreement, against payment of the consideration set forth herein, will be validly issued as fully paid and non-assessable Common Shares of the Corporation. The parties agree that Offered Shares, upon issuance, will not be issued in violation of or subject to any disputes under this Agreement shall be resolved pre-emptive rights or contractual rights to purchase securities issued by the courts Corporation. (r) The Corporation has applied, or will promptly apply, to obtain the necessary regulatory consents and approvals from the TSX and NYSE in connection with the Offering, including, without limitation, the listing of Alberta the Offered Shares. (s) As of the close of business on March 29, 2016, the authorized capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of preference shares, issuable in series, of which 401,762,786 Common Shares and no preference shares are issued and outstanding. (t) The Corporation is a reporting issuer, or the equivalent thereof, in each of the parties irrevocably attorn provinces of Canada. The Corporation is not currently in default of any requirement of the Applicable Securities Laws in any material respect and the Corporation is not included on a list of defaulting reporting issuers maintained by any of the Canadian Securities Commissions. (u) The currently issued and outstanding Common Shares have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares and, except for this Agreement or as described in the Pricing Disclosure Package and the Prospectuses, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the issue or allotment of any unissued shares in the capital of the Corporation or any other security convertible into or exchangeable for any such shares, and the currently issued and outstanding Common Shares are listed and posted for trading solely on the TSX and NYSE and no order ceasing or suspending trading in any securities of the Corporation is currently outstanding and no proceedings for such purpose are, to the nonknowledge of the Corporation, pending or threatened. None of the currently issued and outstanding Common Shares were issued in violation of or subject to any pre-exclusive jurisdiction thereof emptive rights or contractual rights to purchase securities issued by the Corporation. (v) Other than the Underwriters pursuant to this Agreement and their respective representatives, there is no person acting or purporting to act at the request of the Corporation who is entitled to any brokerage, agency, underwriting, or other fiscal advisory or similar fee in connection with respect to all such matters and the transactions contemplated herein. (hw) The Participant acknowledges that neither Offering Documents (including each Document Incorporated by Reference) are, as of the Plan dates thereof, true and correct in all material respects and do not contain a misrepresentation, and no material fact or this Agreement restricts facts have been omitted therefrom which would make such information misleading. (x) Except as disclosed in the Company’s ability Pricing Disclosure Package and the Prospectuses, the Corporation and the Subsidiaries are not party to conduct its business any agreement, nor is the Corporation or the Subsidiaries aware of any agreement, which in any manner affects the voting control of any of the securities of the Corporation. (includingy) Except as set out in the Pricing Disclosure Package and the Prospectuses, but not limited toto the knowledge of the Corporation, such decisions as transactions with related partiesnone of the directors, new product development effortsofficers or employees of the Corporation or the Subsidiaries, cancellation any known holder of existing products, mergers and acquisitionsmore than 10% of any class of shares of the Corporation, or corporate dissolution) regardless any known associate or affiliate of any of the effect those decisions foregoing persons or companies (as such terms are defined in the Securities Act (British Columbia)), has had any material interest, direct or indirect, in any material transaction within the previous two years or has any material interest in any proposed material transaction involving the Corporation which, as the case may have on be, materially affected, is material to or will materially affect the value of Restricted Stock UnitsCorporation and the Subsidiaries (taken as a whole). (z) Ex