Common use of Covenants of the Corporation Clause in Contracts

Covenants of the Corporation. (a) The Corporation agrees to take all Necessary Action to cause (i) the Board to be comprised at least of seven (7) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement, the Charter or the Bylaws of the Corporation; (ii) the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the New York Stock Exchange rules and (iv) Xxxxxx Xxxxx to be the initial Chairperson of the Board. (b) The Original Member Related Parties shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 4(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the Original Member Related Parties of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the Original Member Related Parties (subject in each case to this Section 4(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 4 with respect to the election of such substitute designees to the Board.

Covenants of the Corporation. The Corporation further agrees to do as follows: (a) The the covenants made by the Corporation agrees in the Subscription Agreements will be complied with fully; (b) to take allow the Agent, prior to the Closing Time to conduct all Necessary Action due diligence which the Agent may reasonably require in order to cause (i) confirm the Board Corporation's Public Record is accurate, complete and current in all material respects and to fulfill the Agent's obligations as agent, the Corporation shall make available its directors and senior management to answer any questions which the Agent may have and to participate in one or more due diligence sessions to be comprised at least of seven (7) Directors or such other number of Directors as the Board may determine, subject held prior to the terms of this AgreementClosing Date (collectively, the Charter or "Due Diligence Session"). The Agent shall distribute a list of written questions to be answered in advance of such Due Diligence Session and the Bylaws Corporation shall provide written responses to such questions (the "Responses") to such questions in advance of the Corporation; Due Diligence Session; (iic) permit the individuals designated Agent and its counsel to participate fully in the preparation of the Transaction Documents and allow the Agent and its counsel to conduct all due diligence that the Agent may reasonably require; (d) forthwith after the Closing (as hereinafter defined), file such documents as may be required under the applicable securities laws of the Selling Jurisdictions relating to the private placement of the Offered Securities which, without limiting the generality of the foregoing, shall include the filing of the required reporting forms in accordance with Section 1 National Instrument 45-106; (e) the Corporation will use its commercially reasonable efforts to remain a reporting issuer for two years from the date of Closing provided that this covenant shall not prevent the Corporation from completing any transaction which would result in the Corporation ceasing to be included in a “reporting issuer” so long as the slate of nominees to be elected at the next annual or special meeting of stockholders holders of the Corporation at Common Shares receive securities of an entity which Directors are to be elected, is listed on a stock exchange in Canada or the holders of the Common Shares have approved the transaction in accordance with the Bylaws, Charter requirements of applicable corporate laws and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expiresapplicable securities laws; (iii) the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the New York Stock Exchange rules and (iv) Xxxxxx Xxxxx to be the initial Chairperson of the Board.and (bf) The Original Member Related Parties shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, take all reasonable steps to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 4(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with meet any requirements of the Charter Canadian Securities Exchange (the “Exchange”) to list the common shares issued or Bylaws, then the Board shall inform the Original Member Related Parties of such determination in writing and explain in reasonable detail the basis for such determination and shall, issuable pursuant to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the Original Member Related Parties (subject in each case to this Section 4(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 4 with respect to the election of such substitute designees to the Board.Offering;

Covenants of the Corporation. (a) The Corporation agrees to take all Necessary Action to cause (i) cause the Board to be comprised of at least of seven nine (79) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement, the Charter or the Bylaws of the Corporation; (ii) cause the individuals designated for nomination in accordance with Section 1 to be included in the slate of nominees to be elected to the Board at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) cause the individuals designated for nomination in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the New York Stock Exchange rules and (iv) Xxxxxx Xxxxx to be adhere to, implement and enforce the initial Chairperson of the Boardprovisions set forth in Section 4. (b) The Original Member AES Related Parties, the Siemens Related Parties and the QIA Related Parties shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 4(b5(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated for nomination in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the Original Member AES Related Parties, Siemens Related Parties and/or the QIA Related Parties, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the Original Member AES Related Parties, Siemens Related Parties and/or the QIA Related Parties, as applicable (subject in each case to this Section 4(b5(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 4 5 with respect to the election of such substitute designees to the Board. (c) In addition to any voting requirements contained in this Agreement or the organizational documents of the Corporation or any of its Subsidiaries, the Corporation shall not, directly or indirectly, enter into or conduct business or operations or hold or acquire assets in its own name or otherwise other than through Fluence LLC and its Subsidiaries without the prior written approval of (i) AES for as long as the AES Related Parties Beneficially Own, directly or indirectly any of the issued and outstanding Common Units and (ii) Siemens for as long as the Siemens Related Parties Beneficially Own, directly or indirectly any of the issued and outstanding Common Units; provided, however, that nothing in this clause (c) shall be deemed to prohibit the Corporation from, and no consent of AES, Siemens or any other Person shall be required for the Corporation to engage in, (i) holding or using cash received by the Corporation as a result of the Corporation’s investment in Fluence LLC or (ii) re-investing cash into Fluence LLC (whether by way of intercompany loan, investment or otherwise). (d) Upon the request of either the AES Related Parties or the Siemens Related Parties that wish to (x) pledge, hypothecate or grant security interests in any or all of the shares of Common Stock held by it including to banks or financial institutions as collateral or security for loans, advances or extensions of credit or (y) transfer all (but not less than all) of the shares of Common Stock and/or Common Units held by it, including to a third party transferee, in a transfer not prohibited by the LLC Agreement, each of the Corporation and Fluence LLC agrees to cooperate with the AES Related Parties or the Siemens Related Parties, as the case may be, in taking any action reasonably necessary to consummate any such pledge, hypothecation, grant or transfer, including without limitation, delivery of letter agreements to lenders in form and substance reasonably satisfactory to such lenders (which may include agreements by the Corporation and Fluence LLC in respect of the exercise of remedies by such lenders), instructing the transfer agent to transfer any such shares of Common Stock subject to the pledge, hypothecation or grant into the facilities of The Depository Trust Company without restricted legends and cooperating in diligence or other matters as may reasonably requested by either AES Related Parties or the Siemens Related Parties in connection therewith. (e) In the event that the Corporation effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Stockholder will receive equity interests in any such NewCo as part of such separation, the Corporation shall cause any such NewCo to enter into a Stockholders agreement with the Stockholders that provides AES, Siemens and QIA with rights vis-á-vis such NewCo that are substantially identical to those set forth in this Agreement.

Covenants of the Corporation. (a) The Corporation agrees to take all Necessary Action to cause (i) the Board to be comprised at least of seven nine (79) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement, the Charter or the Bylaws of the Corporation; (ii) the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the New York Stock Exchange rules and NASDAQ rules; (iv) Xxxxxx Xxxxxxx X. Xxxxx and Xxxxxxx X. Xxxx to be the initial Chairperson Chairpersons of the BoardBoard and (v) to adhere to, implement and enforce the provisions set forth in Sections 5 and 6. (b) The Original Member Related Centerbridge Parties and NVX Holdings shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 4(b7(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the Original Member Related Centerbridge Parties and/or NVX Holdings, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the Original Member Related Centerbridge Parties and/or NVX Holdings, as applicable (subject in each case to this Section 4(b7(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 4 7 with respect to the election of such substitute designees to the Board. (c) The Corporation shall deliver or cause to be delivered the following information to each Original Member, in each case, for so long as such Original Member beneficially owns, directly or indirectly, in the aggregate at least one percent (1%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares): (i) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Corporation, and in any event within forty-five (45) days thereafter, an unaudited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of each such quarterly period, and the related consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such quarterly period and for the current fiscal year to date, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, in reasonable detail and certified by the Chief Financial Officer of the Corporation, and reviewed by the Corporation’s independent auditor; (ii) as soon as available after the end of each fiscal year of the Corporation, and in any event within ninety (90) days thereafter, an audited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of such fiscal year, and the related audited consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such year, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the audit reports thereon of the Corporation’s independent auditor, in reasonable detail and certified by the Chief Financial Officer of the Corporation; (iii) reasonably promptly after the end of each calendar month, monthly management reports and information packets, including budgets, forecasts, business plans, results of operations and other similar matters; and (iv) with reasonable promptness, such other information and data (including such information and reports made available to any lender of the Corporation or any of its Subsidiaries under any credit agreement or otherwise) with respect to the Corporation and each of its Subsidiaries as may be necessary for such Original Member to comply with its respective reporting, regulatory, or other legal requirements and/or as may from time to time be reasonably requested by any such Original Member.

Covenants of the Corporation. The Corporation hereby covenants to the Agents and the Purchasers (and acknowledges that the Agents are relying on such covenants in entering into this Agreement) that it will: (a) fulfill all legal requirements to permit the creation, issue, offering and sale of the Subscription Receipts, and the allotment and issue of the Compensation Shares, including, without limitation, compliance with the applicable securities legislation of the Offering Jurisdictions to enable the Subscription Receipts to be offered for sale and sold to the Purchasers, without the necessity of filing a prospectus or a registration statement under the applicable securities legislation of the Offering Jurisdictions, to Purchasers through investment dealers or brokers registered under the applicable securities legislation of the Offering Jurisdictions who have complied with the relevant provisions of such laws; (b) for the benefit of the Purchasers and any subsequent holders of Offered Securities (and acknowledge that the Agents are relying on such covenants in entering into this Agreement), use their commercially reasonable efforts to complete the Reverse Takeover on or prior to 5:00 p.m. (Toronto time) on October 1, 2018 or such other date as may be agreed to by the Corporation, Theia and the Agents; (c) use its commercially reasonable efforts to assist Theia in obtaining the necessary approvals to the issuance if the Theia Shares in connection with the Reverse Takeover, including, without limitation, the Resulting Issuer Shares issued in exchange for the Subscription Shares and the Compensation Shares (the “Exchanged Securities”); (d) use its commercially reasonable efforts to assist Theia in obtaining the necessary approvals such that the Exchanged Securities shall be freely tradable upon completion of the Reverse Takeover, subject to any limitations imposed by the CSE and the satisfaction of the conditions set out in subsection 2.6(3) of National Instrument 45-102 – Resale of Securities (“NI 45-102”); (e) allow the Agents and their representatives the opportunity to conduct all due diligence which the Agents may reasonably require to be conducted prior to the Closing Date, including reasonable access to the officers, directors, employees, independent auditors and other advisors and consultants of the Corporation (which shall include attendance at one or more due diligence sessions). The Corporation further undertakes to use its commercially reasonable efforts to cause Theia to provide the Agents with access to the foregoing materials in respect of assets that are to be subject to the Reverse Takeover. The Corporation agrees to take that, until the Time of Closing (as defined below), the Agents will be kept informed of all Necessary Action to cause (i) material business and financial developments or changes in circumstances affecting the Board to be comprised at least of seven (7) Directors or such other number of Directors as the Board may determineCorporation and, subject to the terms best of this Agreement, the Charter or the Bylaws knowledge of the Corporation; , Theia, and their affairs or the Reverse Takeover, whether or not requested by the Agents or the Agents’ representatives, or any change in circumstances or developments which might reasonably be considered material to the Corporation; (iif) use the individuals designated in accordance with Section 1 net proceeds from the Offering to be included fund the Reverse Takeover and the transactions related thereto and as disclosed in the slate investor presentation prepared in connection with the Offering, as the same may be amended from time to time and delivered to the Purchasers; (g) after the Time of nominees to Closing, file such documents as may be elected at required under the next annual or special meeting of stockholders applicable securities legislation of the Corporation at which Directors are Offering Jurisdictions relating to be elected, the Offering in accordance with the Bylawstime periods prescribed under applicable filing requirements; and (h) use its commercially reasonable efforts to fulfill or cause to be fulfilled, Charter and General Corporation Law at or prior to the Closing Date, each of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) the individuals designated conditions set out in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the New York Stock Exchange rules and (iv) Xxxxxx Xxxxx to be the initial Chairperson of the Board7 hereof. (b) The Original Member Related Parties shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 4(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the Original Member Related Parties of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the Original Member Related Parties (subject in each case to this Section 4(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 4 with respect to the election of such substitute designees to the Board.

Covenants of the Corporation. (a) The Board and the Corporation agrees agree with each of the Stockholders, individually and not jointly, to use their reasonable best efforts to take all Necessary Action (subject to cause the Board’s fiduciary duties) to (i) cause the Board to be comprised of at least of seven eleven (711) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement, the Charter or the Bylaws of the Corporation; (ii) cause the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected to the Board at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; and (iii) cause the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the New York The Nasdaq Stock Exchange rules and (iv) Xxxxxx Xxxxx to be the initial Chairperson of the Boardrules. (b) The Original Member Related Parties Xxxx Capital Ventures Entities, Highland Entities and Founder each agrees with the Corporation (and only with the Corporation) that it shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 4(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or BylawsBylaws and Securities Laws, then the Board shall inform the Original Member Related Parties Xxxx Capital Ventures Entities, Highland Entities and/or Founder, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the Original Member Related Parties Xxxx Capital Ventures Entities, Highland Entities and/or Founder, as applicable (subject in each case to this Section 4(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action (subject to the Board’s fiduciary duties) required by this Section 4 with respect to the nomination, appointment or election of such substitute designees to the Board.

Covenants of the Corporation. (a) The Corporation covenants and agrees to take all Necessary Action to cause that, until the Effective Date or the earlier termination of this Agreement in accordance with Article VII, except (i) with the Board prior written consent of ADSX to any deviation therefrom (such consent not to be comprised at least unreasonably withheld as it relates to sections (xvii and (xx)); (ii) with respect to any binding commitments which were disclosed in the Disclosure Letter; or (iii) with respect to any matter contemplated by or arising out of seven this Agreement or the Plan of Arrangement, the Corporation will: (7i) and will cause each of the Subsidiaries to, carry on its business in, and only in, the ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent with such business, use all reasonable efforts to preserve intact its present business organization and keep available the services of its present officers and employees and others having business dealings with it to the end that its goodwill and business shall be maintained, provided nothing in this Agreement shall be construed as requiring EXI Solutions Inc. to carry on business; (ii) not, and will cause each of the Subsidiaries not to, commence to undertake a substantial or unusual expansion of its business facilities or an expansion that is out of the ordinary course of business consistent with prior practice in light of current market and economic conditions; (iii) not declare or pay any dividends on or make any other distributions on or in respect of the outstanding shares of the Corporation; (iv) not amend its articles or by-laws, including, but not limited to, a subdivision or consolidation of Common Shares; (v) not allot, reserve, set aside or issue, authorize or propose the allotment, reservation, setting aside or issuance of, or purchase or redeem or propose the purchase or redemption of, any shares in its capital or of any Subsidiary or any class or securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares or other convertible or exchangeable securities, except for (a) issuances by a Subsidiary of the Corporation of its capital stock to the Corporation and (b) the issuance of Common Shares pursuant to vested Dilutive Securities granted prior to January 25, 2005; (vi) not, whether through its Board of Directors or otherwise, amend the exercise price or term or accelerate the vesting of any unvested Dilutive Securities or accelerate the release of, or the expiry date of any hold period relating to, any Common Shares held in either the Corporation’s employee share purchase plan or otherwise amend, vary or modify, or take any other action under, either such Plan or the Corporation’s stock option plan; (vii) not, and will cause each of the Subsidiaries not to, modify, amend or terminate any material contract or agreement to which the Corporation or Subsidiary is a party or waive, release or assign any material rights or claims; (viii) not, and will cause each of the Subsidiaries not to, acquire or agree to acquire any Common Shares or other number outstanding securities, whether by public or private transaction, pursuant to any normal course or substantial issuer bid, or otherwise, or any shares or other outstanding securities of Directors as any Subsidiary; (ix) not, and will cause each of the Board may determineSubsidiaries not to, subject acquire or agree to acquire by amalgamating, merging or consolidating with, purchasing substantially all of the assets of or otherwise, any business of any corporation, partnership, association or other business organization or division thereof, (other than inventory and equipment in the ordinary course consistent with past practice, to the terms extent not otherwise prohibited by this Agreement); (x) not, and will cause each of the Subsidiaries not to, except with respect to the sale in the ordinary course of business consistent with past practice, sell, lease or otherwise dispose of any of its assets; (xi) not, and will cause each of the Subsidiaries not to, guarantee the payment of indebtedness or incur indebtedness for money borrowed or issue or sell any debt securities; (xii) continue to provide ADSX and its representatives with information as reasonably requested by them from time to time concerning the business, assets, liabilities and affairs of the Corporation and the Subsidiaries, and with access (on a basis that does not detract unreasonably from their performance of their business responsibilities) to management and employees of the Corporation and the Subsidiaries; (xiii) use its reasonable efforts to comply promptly with all requirements which applicable Laws may impose on the Corporation or the Subsidiaries with respect to the transactions contemplated hereby and by the Arrangement; (xiv) not permit the Corporation or the Subsidiaries to grant any of their employees any increase in compensation, to pay any bonus or to pay any severance or termination amounts whether or not such compensation, payment or amount is payable in cash, enter into any employment agreement with any executive officer or adopt any benefit plan except to the extent required by Laws for severance payable on termination of an employee for cause or to the extent required by Laws as a result of an employee voluntarily terminating his employment; (xv) not permit the Corporation or a Subsidiary to adopt or implement any bonus or commission plan or arrangement not in effect as at the date of this Agreement; (xvi) not, and will cause each of the Charter Subsidiaries not to, enter into any contracts, agreements, options, or arrangements or incur or assume any obligation or liability (whether fixed or contingent) with, on behalf of, or with respect to any “related party” (as that term is Ontario Securities Commission Rule 61-501); and (xvii) not, and will cause each of the Subsidiaries not to, enter into any: (A) contract that cannot by its terms be terminated by the Corporation or a Subsidiary with 30 days’ or less notice without penalty or whose term continues beyond one year after the date of this Agreement; (B) contract or commitment for capital expenditures by the Corporation or a Subsidiary in excess of $50,000 per calendar quarter in the aggregate; (C) lease or license with respect to any properties, real or personal, whether as landlord, tenant, licensor or licensee; (D) agreement, contract, indenture or other instrument relating to the borrowing of money or the Bylaws guarantee of any obligation or the deferred payment of the purchase price of any properties; (E) partnership agreement; (F) contract with any Affiliate of the Corporation or a Subsidiary relating to the provision of goods or services by or to the Corporation of the Subsidiary, as the case may be; (G) agreement for the sale of any assets that in the aggregate have a net book value on the books of the Corporation or a Subsidiary of greater than $5,000 other than sales of inventory in the normal course of business; (H) agreement that purports to limit the freedom of the Corporation or a Subsidiary to compete freely in any line of business or in any geographic area; (I) preferential purchase right, right of first refusal, or similar agreement; or (J) other contract that is material to the business of the Corporation or a Subsidiary; (xviii) promptly advise ADSX orally and, if then requested, in writing: (A) of any event occurring subsequent to the date of this Agreement that would render any representation or warranty of the Corporation contained in this Agreement, if made on or as of the date of such event or the Effective Date, untrue or inaccurate in any material respect; (B) of any Material Adverse Change in respect of the Corporation; and (iiC) the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected at the next annual or special meeting of stockholders of any breach by the Corporation at which Directors are of any covenant or agreement contained in this Agreement; (xix) not make any change with respect to be electedany accounting methods, in accordance with principles or practices used by the BylawsCorporation; and (xx) not modify, Charter and General Corporation Law of amend or terminate the State of Delaware and at each annual meeting of stockholders of agreement dated January 18, 2005 between the Corporation thereafter at which such Director’s term expires; (iii) the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the New York Stock Exchange rules and (iv) Xxxxxx Xxxxx to be the initial Chairperson of the Board.Focus Enterprises Inc. (b) The Original Member Related Parties Corporation shall comply with and shall cause the requirements Subsidiaries to perform all obligations required or desirable to be performed by the Corporation or any of the Charter Subsidiaries under this Agreement and Bylaws when designating shall do all such other acts and nominating individuals things as Directorsmay be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in each casethis Agreement and, without limiting the generality of the foregoing, the Corporation shall and where appropriate shall cause Subsidiaries to: (i) use all reasonable efforts to obtain the approvals of holders of Common Shares to the Arrangement, subject, however, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that exercise by the Board determines, within sixty (60) days after compliance with of Directors of the first sentence of this Section 4(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach Corporation of its fiduciary duties as provided herein; (ii) apply for and use all reasonable efforts to obtain all Regulatory Approvals relating to the Corporation’s stockholders Corporation or does not otherwise comply with any requirements of the Charter Subsidiaries; (iii) apply for and use all reasonable efforts to obtain the Interim Order and the Final Order; (iv) defend all lawsuits or Bylawsother legal, then regulatory or other proceedings challenging or affecting this Agreement or the Board shall inform consummation of the Original Member Related Parties of such determination in writing and explain in transactions contemplated hereby; (v) use all reasonable detail the basis for such determination and shall, efforts to have lifted or rescinded any injunction or restraining order or other order relating to the fullest extent permitted Corporation or a Subsidiary which may adversely affect the ability of the parties to consummate the transactions contemplated hereby; and (vi) effect all necessary registrations, filings and submissions of information required by law, nominate, appoint Governmental Entities from the Corporation or elect another individual designated for nomination, election or appointment to the Board by the Original Member Related Parties any of its subsidiaries. (subject in each case to this Section 4(b)). c) The Board and the Corporation shall, before the Effective Date, cause the termination, without compensation or any other payment or liability in connection with such termination, of the: (i) Consulting and Executive Agreement dated October 29, 1999 between the Corporation and Xxxxx Xxxxx; and (ii) Management Services Agreement dated March 9, 1998, as amended, between the Corporation and Corpanada Capital Inc. and provide evidence satisfactory to the fullest extent permitted by lawADSX, take all Necessary Action required by this Section 4 with respect to the election acting reasonably, of such substitute designees termination. (d) The Corporation shall, before the Effective Date, cause EXI Solutions Inc. to be dissolved pursuant to Section 316 of the BoardBusiness Corporations Act (British Columbia), and shall provide evidence satisfactory to ADSX, acting reasonably, of such dissolution.

Covenants of the Corporation. (a) The Corporation agrees to take all Necessary Action to cause (i) the Board to be comprised at least of seven (7) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement, the Charter or the Bylaws of the Corporation; (ii) the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected to the Board at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the New York Nasdaq Stock Exchange rules and Market rules; (iv) Xxxxxx Xxxxx an ACON Director to be the initial Chairperson of the BoardBoard and (v) to adhere to, implement and enforce the provisions set forth in Section 4. (b) The Original Member ACON Related Parties, the Fundamental Related Parties and Xx. Xxxxxxxx shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 4(b5(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the Original Member ACON Related Parties, the Fundamental Related Parties and/or Xx. Xxxxxxxx, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the Original Member ACON Related Parties and/or the Fundamental Related Parties, as applicable (subject in each case to this Section 4(b5(b)); provided, however, that if the Board informs Xx. Xxxxxxxx that Xx. Xxxxxxxx cannot be appointed or elected as set forth in this Section 5(b), Xx. Xxxxxxxx shall not be entitled to nominate a substitute to the Board. The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 4 5 with respect to the election of such substitute designees to the Board.

Covenants of the Corporation. The Corporation covenants and agrees with the Agent as follows: (a) The the Corporation agrees will use commercially reasonable efforts to file a final prospectus with the securities regulatory authorities in each of the Canadian Offering Jurisdictions and obtain a receipt therefor from the British Columbia Securities Commission, as principal regulator; (b) as soon as reasonably possible, and in any event by the Closing Date or an Additional Closing Date, the Corporation shall take all Necessary Action such steps as may be required by the Agent and the Agent's counsel to cause enable the Special Warrants to be offered for sale and sold on a private placement basis to Subscribers in the Selling Jurisdictions that qualify as "accredited investors" under Applicable Securities Laws through the Agent or any other investment dealers or brokers registered in any of the Selling Jurisdictions by way of the exemptions set forth in Applicable Securities Laws, provided, however, that the Corporation shall not be required to qualify as a foreign corporation in any state, to consent to service of process in any state other than with respect to claims related to the Offering or to comply with any continuous disclosure or other similar requirements; (c) the Corporation will make all filings necessary with each applicable Securities Commission and pay all applicable fees in connection with the Offering in full compliance with the manner and within the time limits prescribed by Applicable Securities Laws; (d) the Corporation shall duly, faithfully and punctually perform all the obligations to be performed by it and comply with its covenants and agreements hereunder and under the Transaction Documents; (e) during the period commencing with the date hereof and ending on the Qualification Date: (i) the Board Corporation will promptly inform the Agent of the full particulars of: (A) any material change (actual, anticipated or threatened) in or affecting the business, operations, the Licensed IP, revenues, capital, properties, assets, liabilities, condition (financial or otherwise) or results of operations of the Corporation and the Subsidiary, taken as a whole; and (B) the occurrence of a material fact or event, which, in any such case, is, or may be, of such a nature as to render any portion of the representations and warranties in this Agreement untrue, false or misleading in any material respect; (ii) promptly do, make, execute, deliver or cause to be comprised at least of seven (7) Directors done, made, executed or delivered, all such other number of Directors acts, documents and things as the Board Agent may determine, subject reasonably require from time to time for the terms purpose of giving effect to this Agreement; (f) during the period commencing with the date hereof and ending on the Qualification Date, the Charter Corporation will promptly inform the Agent of: (i) the receipt by the Corporation of any communication from any Securities Commission or the Bylaws similar Regulatory Authority or a stock exchange relating to any part of the CorporationOffering; and (ii) the individuals designated in accordance with Section 1 issuance by any Securities Commission or similar Regulatory Authority or by any other competent authority, of any order to be included in the slate cease trading of nominees to be elected at the next annual or special meeting of stockholders any securities of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law or of the State institution or threat of Delaware and at each annual meeting institution of stockholders any proceedings for that purpose; and (g) the Corporation shall use its reasonable commercial efforts to maintain its status as a "specified small business corporation" (within the meaning of the Corporation thereafter regulations to the Income Tax Act (Canada)) at which such Director’s term expires; all times until the Common Shares are listed on a designated stock exchange (iii) within the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law meaning of the State of Delaware and Income Tax Act (Canada)) or until the New York Stock Exchange rules and Corporation becomes a "public corporation" (iv) Xxxxxx Xxxxx to be within the initial Chairperson meaning of the Board. Income Tax Act (bCanada)) The Original Member Related Parties and shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, not take any action that would cause or contribute to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 4(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the Original Member Related Parties of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the Original Member Related Parties (subject in each case to this Section 4(b)). The Board and prevent the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 4 with respect to the election of from maintaining such substitute designees to the Boardstatus.

Covenants of the Corporation. (a) The Corporation agrees to take all Necessary Action to cause (i) the Board to be comprised at least of seven (7) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement, the Charter or the Bylaws of the Corporation; (ii) the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) the individuals designated in accordance with Section 2(c2(b) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the New York Stock Exchange rules and (iv) Xxxxxx Xxxxx to be the initial Chairperson of the Board. (b) The Original Member Related Parties shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 4(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the Original Member Related Parties of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the Original Member Related Parties (subject in each case to this Section 4(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 4 with respect to the election of such substitute designees to the Board.

Covenants of the Corporation. (a) The Corporation agrees to take all Necessary Action to cause (i) cause the Board to be comprised comprise at least of seven nine (79) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement, the Charter or the Bylaws of the Corporation; (ii) cause the individuals designated in accordance with Section 1 to be included in the slate of nominees proposed to be elected to the Board at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, or in actions by written consent or otherwise so as to effectuate the provisions of this Agreement (as may be permitted under the Corporation’s Bylaws and Charter at the time of such vote), in accordance with the Bylaws, Charter Charter, Securities Laws, and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expiresexpires or in any action by written consent or otherwise to effectuate the provisions of this Agreement (as may be permitted under the Corporation’s Bylaws and Charter at the time of such vote); (iii) cause the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the New York Stock Exchange rules Delaware; and (iv) Xxxxxx Xxxxx to be adhere to, implement and enforce the initial Chairperson of the Boardprovisions set forth in Section 4. (b) The Original Member Related Parties HIG and the IVP Holdcos shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 4(b5(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board Corporation shall inform HIG and/or the Original Member Related Parties IVP Holdcos, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shallshall cause the Board, to the fullest extent permitted by law, to nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by HIG and/or the Original Member Related Parties IVP Holdcos, as applicable (subject in each case to this Section 4(b5(b)). The Board and the Corporation shall, and shall cause the Board to, to the fullest extent permitted by law, take all Necessary Action required by this Section 4 5 with respect to the election of such substitute designees to the Board. (c) Each Stockholder shall have the right, at any time or from time to time, to request and have made available to it by the Corporation such financial and similar information not duplicative of what is customarily prepared by the Corporation as such Stockholder may reasonably request. Notwithstanding the foregoing, the Corporation may restrict access to the foregoing to the extent that (x) any applicable law requires it or (y) the Corporation determines that restricting such access is reasonably necessary to preserve any evidentiary or attorney-client privilege or to comply with any contract.

Covenants of the Corporation. The Corporation covenants: (a) The Corporation agrees to take keep proper books, records and accounts of all Necessary Action Qualifying Expenditures and all transactions affecting the Flow-Through Subscription Amount and the Qualifying Expenditures and upon reasonable notice, to cause (i) make such books, records and accounts available for inspection and audit by or on behalf of the Board Subscriber during normal business hours at the Subscriber's expense and to be comprised at least of seven (7) Directors or provide such other number assistance to the Subscriber as may be reasonably required should a dispute arise between the Subscriber and CRA with respect to the Qualifying Expenditures; (b) to incur, during the Expenditure Period, Qualifying Expenditures in such amount as enables the Corporation to renounce to the Subscriber, as Qualifying Expenditures , in accordance with the Tax Act and this Subscription Agreement, Qualifying Expenditures in an amount equal to the Flow-Through Subscription Amount; (c) to renounce (in accordance with the Tax Act and this Subscription Agreement) to the Subscriber, effective on or before December 31, 2006, Qualifying Expenditures incurred during the Expenditure Period in an amount equal to the Flow-Through Subscription Amount; (d) to renounce the Qualifying CDE incurred hereunder only in accordance with subsection 66(12.601) of Directors as the Board may determineTax Act; (e) to file with CRA, subject the form prescribed by subsection 66(12.68) of the Tax Act together with a copy of the form of this Subscription Agreement, within the time period prescribed by law; (f) to file with CRA, the form prescribed by subsection 66(12.7) of the Tax Act on or before the last day of the first month following each month in which any renunciation is made pursuant to the terms of this Subscription Agreement; (g) if the Corporation does not renounce to the Subscriber, effective on or before December 31, 2006, Qualifying Expenditures in an amount equal to the Flow-Through Subscription Amount, the Charter Corporation shall indemnify the Subscriber as to, and pay to the Subscriber, an amount equal to the amount of any tax payable or that may become payable under the Tax Act (and under any corresponding provincial legislation) by the Subscriber as a consequence of such failure, such payment to be made on a timely basis once the amount is definitively determined; (h) to deliver to the Subscriber at the Subscriber's address set forth above, not later than February 28, 2007, Form T101 Supplementary setting forth the aggregate amount of Qualifying Expenditures renounced to the Subscriber pursuant hereto for filing with the Subscriber's tax return; (i) that the Corporation will not reduce the amount renounced to the Subscriber hereunder and, in the event the Minister responsible for CRA reduces the amount renounced to the Subscriber pursuant to subsection 66(12.73) of the Tax Act, the Corporation will indemnify the Subscriber as to, and pay to the Subscriber, an amount equal to the amount of any tax payable under the Tax Act (and under any corresponding provincial legislation) by the Subscriber as a consequence of such reduction, such payment to be made on a timely basis once the amount is definitively determined; (j) to maintain its status as a Principal-Business Corporation until January 1, 2008; (k) that the Corporation has not and will not enter into transactions or take deductions which would otherwise reduce its cumulative CEE or cumulative CDE to an extent which would preclude a renunciation of Qualifying Expenditures hereunder in an amount equal to the Flow-Through Subscription Amount effective on or before December 31, 2006; (l) that none of the Qualifying Expenditures will be renounced pursuant to a "prohibited relationship" as defined in subsection 66(12.671) of the Tax Act; (m) to file, within the time(s) prescribed by the Tax Act or the Bylaws Regulations to the Tax Act, as applicable, all forms required under the Tax Act or the Regulations necessary to effectively renounce Qualifying Expenditures equal to the Flow-Through Subscription Amount to the Subscriber effective on or before December 31, 2006 and to provide the Subscriber with a copy of the Corporation; (ii) the individuals designated in accordance with Section 1 all such forms as required to be included in provided thereto, all on a timely basis; and (n) to renounce Qualifying Expenditures pursuant to this Subscription Agreement and other subscription agreements entered into pursuant to the slate Offering pro rata based on the number of nominees Flow-Through Shares issued or to be elected at issued pursuant hereto and thereto before or concurrent with the next annual or special meeting renouncing of stockholders of Qualifying Expenditures pursuant to any other agreement (a "Subsequent Agreement") which the Corporation at which Directors are to be electedshall, in accordance with after the BylawsClosing Date, Charter enter into and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of if the Corporation thereafter at which is required by the Tax Act or the Regulations or the Minister of National Revenue to reduce Qualifying Expenditures previously renounced to Subscribers pursuant to the Offering, such Director’s term expires; (iii) the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the New York Stock Exchange rules and (iv) Xxxxxx Xxxxx to be the initial Chairperson of the Board. (b) The Original Member Related Parties shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each casereduction shall, to the extent such requirements are applicable to Directors generally. Notwithstanding anything possible, be made pro rata based on the number of Flow-Through Shares issued pursuant to the contrary set forth herein, in the event that the Board determines, within sixty (60) days Offering only after compliance with the it has first sentence of this Section 4(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties reduced to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the Original Member Related Parties of such determination in writing and explain in reasonable detail the basis for such determination and shall, extent possible all Qualifying Expenditures renounced to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the Original Member Related Parties (subject in each case to this Section 4(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 4 with respect to the election of such substitute designees to the Boardpersons under Subsequent Agreements.

Covenants of the Corporation. (a) The Corporation agrees to take all Necessary Action to cause (i) cause the Board to be comprised comprise at least of seven nine (79) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement, the Charter or the Bylaws of the Corporation; (ii) cause the individuals designated in accordance with Section 1 to be included in the slate of nominees proposed to be elected to the Board at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, or in actions by written consent or otherwise so as to effectuate the provisions of this Agreement (as may be permitted under the Corporation’s Bylaws and Charter at the time of such vote), in accordance with the Bylaws, Charter Charter, Securities Laws, and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expiresexpires or in any action by written consent or otherwise to effectuate the provisions of this Agreement (as may be permitted under the Corporation’s Bylaws and Charter at the time of such vote); (iii) cause the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the New York Stock Exchange rules Delaware; and (iv) Xxxxxx Xxxxx to be adhere to, implement and enforce the initial Chairperson of the Board.provisions set forth in Section 4. ​ ​ ​ (b) The Original Member Related Parties HIG and the IVP Holdcos shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 4(b5(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board Corporation shall inform HIG and/or the Original Member Related Parties IVP Holdcos, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shallshall cause the Board, to the fullest extent permitted by law, to nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by HIG and/or the Original Member Related Parties IVP Holdcos, as applicable (subject in each case to this Section 4(b5(b)). The Board and the Corporation shall, and shall cause the Board to, to the fullest extent permitted by law, take all Necessary Action required by this Section 4 5 with respect to the election of such substitute designees to the Board. (c) Each Stockholder shall have the right, at any time or from time to time, to request and have made available to it by the Corporation such financial and similar information not duplicative of what is customarily prepared by the Corporation as such Stockholder may reasonably request. Notwithstanding the foregoing, the Corporation may restrict access to the foregoing to the extent that (x) any applicable law requires it or (y) the Corporation determines that restricting such access is reasonably necessary to preserve any evidentiary or attorney-client privilege or to comply with any contract.

Covenants of the Corporation. The Corporation further agrees to do as follows: (a) The the covenants made by the Corporation agrees to take all Necessary Action to cause (i) the Board to be comprised at least of seven (7) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement, the Charter or the Bylaws of the Corporation; (ii) the individuals designated in accordance with Section 1 to be included in the slate of nominees to Subscription Agreements will be elected at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance complied with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the New York Stock Exchange rules and (iv) Xxxxxx Xxxxx to be the initial Chairperson of the Board.fully; (b) The Original Member Related Parties permit the Agent and its counsel to participate fully in the preparation of the Transaction Documents and allow the Agent and its counsel to conduct all due diligence which the Agent may reasonably require; (c) forthwith after the Closing (as hereinafter defined), file such documents as may be required under the applicable securities laws of the Selling Jurisdictions relating to the private placement of the Units which, without limiting the generality of the foregoing, shall comply include a Form 45-501F1 in Ontario and Form 45-103F4 in Alberta and British Columbia; (d) complete the distribution of the Offered Securities in compliance with the requirements of applicable securities legislation in the Charter and Bylaws when designating and nominating individuals Selling Jurisdictions; (e) to use its best efforts to maintain its status as Directorsa reporting company not in default of applicable securities laws, in each caseall jurisdictions where it is presently a reporting company, to the extent such requirements are and as a corporation in good standing under applicable to Directors generally. Notwithstanding anything to the contrary set forth hereincorporate laws, in the event until December 31, 2006 provided that the Board determinesforegoing shall not restrict the ability of the Corporation to complete a merger, within sixty sale, acquisition or other similar transaction, one of the results of which is that the Corporation ceases to be a reporting issuer in any or all of such jurisdictions; (60f) days after compliance to use its best efforts to file with the first sentence of this Section 4(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of US Securities and Exchange Commission a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to registration statement on Form SB-2 registering for resale at the Corporation’s stockholders or does not otherwise comply with any requirements option of the Charter or Bylawssubscribers of the Units, then the Board shall inform common stock underlying the Original Member Related Parties Units (the “Registration Statement”) and have the registration statement declared effective within 120 days of such determination in writing the Closing of the Offering; (g) Prior to commencing any operations, Searchlight Minerals Corp. will obtain all necessary permits and explain in reasonable detail the basis for such determination post all reclamation and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board surety bonds required by the Original Member Related Parties (subject in each case to this Section 4(b)). The Board Federal Surface Management Regulations promulgated by the Department of the Interior, and the Corporation shallreclamation and permitting regulations promulgated by the Nevada Division of Environmental Protection, to the fullest extent permitted by lawBureau of Mining Regulation and Regulation, take Nevada Administrative Code, or any and all Necessary Action required by this Section 4 with respect to the election of such substitute designees to the Boardsimilar or successor regulations.

Covenants of the Corporation. (a) The Corporation agrees to take all Necessary Action to cause (i) cause the Board to be comprised of at least of seven (7) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement, the Charter or the Bylaws of the Corporation; (ii) cause the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected to the Board at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) cause the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the New York Stock Exchange rules and rules; (iv) Xxxxxx Xxxxx cause a Rook Director to be the initial Chairperson of the BoardBoard and (v) to adhere to, implement and enforce the provisions set forth in Section 4. (b) The Original Member Searchlight Related Parties and the Rook Related Parties shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 4(b5(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the Original Member Searchlight Related Parties and/or the Rook Related Parties, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the Original Member Searchlight Related Parties and/or the Rook Related Parties, as applicable (subject in each case to this Section 4(b5(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 4 5 with respect to the election of such substitute designees to the Board. (c) In addition to any voting requirements contained in this Agreement or the organizational documents of the Corporation or any of its Subsidiaries, the Corporation shall not, directly or indirectly, enter into or conduct business or operations or hold or acquire assets in its own name or otherwise other than through Shift4 LLC and its Subsidiaries without the prior written approval of (i) Searchlight and each of the Searchlight Holdcos for as long as the Searchlight Related Parties beneficially own, directly or indirectly, in the aggregate five percent (5%) or more of all issued and outstanding Common Units and (ii) Rook Holdings for as long as the Rook Holdings Related Parties beneficially own, directly or indirectly, in the aggregate five percent (5%) or more of all issued and outstanding Common Units, provided, however, that nothing in this clause (c) shall be deemed to prohibit the Corporation from, and no consent of Searchlight, Rook Holdings or any other Person shall be required for the Corporation to engage in, (i) holding or using cash received by the Corporation as a result of the Corporation’s investment in Shift4 LLC or (ii) re-investing cash into Shift4 LLC (whether by way of intercompany loan, investment or otherwise)..

Covenants of the Corporation. The Corporation hereby covenants to the Underwriters that: (a) prior to and at all times until the Closing Time, the Corporation will allow the Underwriters (and their counsel and consultants) to conduct all due diligence which the Underwriters may reasonably require or which may be considered necessary or appropriate by the Underwriters. The Corporation agrees will provide to take all Necessary Action the Underwriters (and their counsel) reasonable access to cause the Corporation’s properties, senior management personnel and corporate, financial and other records, for the purposes of conducting such due diligence. Without limiting the scope of the due diligence inquiry the Underwriters (or their counsel) may conduct, the Corporation shall use its best efforts to make available its directors, senior management, technical advisors, auditors and counsel to answer any questions which the Underwriters may have and to participate in one or more due diligence sessions to be held prior to filing of each of the Preliminary Prospectus and the Final Prospectus; (b) during the period from the date hereof until the time that the Underwriters notify the Corporation of the completion of the distribution of the Offered Shares: (i) the Board to be comprised at least of seven (7) Directors or Corporation and its management will provide such other number of Directors as the Board may determine, subject assistance to the terms Underwriters as they may reasonably require in connection with the preparation of this Agreement, the Charter or the Bylaws of the CorporationMarketing Materials; and (ii) the individuals designated Corporation shall file, if applicable, a template version of any such Marketing Materials on SEDAR as soon as reasonably practicable after such Marketing Materials are so approved in accordance writing by the Corporation and the Underwriters, acting reasonably, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Offered Shares; (c) the Corporation and each Underwriter, on a several basis, covenants and agrees not to provide any potential investor of Offered Shares with Section 1 to be included any Marketing Materials except for Marketing Materials which have been approved as contemplated in subsection 7(b)(ii) hereof; (d) the slate of nominees to be elected at Corporation will advise the next annual or special meeting of stockholders Underwriters, promptly after receiving notice thereof, of the time when the Preliminary Prospectus or any amendment thereof has been filed and a receipt therefor has been obtained pursuant to the Passport System and NP 11-202 and will provide evidence reasonably satisfactory to the Underwriters of each such filing and copies of such receipt; (e) the Corporation at which Directors are to be electedwill advise the Underwriters, in accordance with the Bylawspromptly after receiving notice thereof, Charter and General Corporation Law of the State time when the Final Prospectus and any Supplementary Material has been filed and a receipt therefor has been obtained pursuant to the Passport System and NP 11-202 and will provide evidence reasonably satisfactory to the Underwriters of Delaware each such filing and at each annual meeting copies of stockholders such receipt; (f) the Corporation will, until the end of the Corporation thereafter at which distribution of the Offered Shares, advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulators of any order suspending or preventing the use of the Offering Documents; (ii) the suspension of the qualification for distribution of the Offered Shares in any of the Qualifying Provinces or the institution, threatening or contemplation of any proceeding for any such Director’s term expirespurposes; or (iii) the individuals designated receipt by the Corporation of any material communication, whether written or oral, from any Canadian Securities Regulators or any stock exchange, relating to the distribution of the Offered Shares or any requests made by any Canadian Securities Regulators for amending or supplementing the Preliminary Prospectus or the Final Prospectus or for additional information, and will use its commercially reasonable efforts to prevent the issuance of any order referred to in accordance with Section 2(c(i) above and, if any such order is issued, to fill obtain the applicable vacancies on withdrawal thereof as quickly as possible; (g) the Board, Corporation shall use its commercially reasonable efforts to maintain its status as a “reporting issuer” under Securities Laws of the Qualifying Provinces not in accordance with the Bylaws, Charter, default of any requirement of such Securities Laws, General provided that the Corporation Law shall not be required to comply with this subsection 7(g) following the completion of a merger, amalgamation, arrangement, business combination or take-over bid pursuant to which the Corporation ceases to be a “distributing corporation” (within the meaning of the State Canada Business Corporations Act (Canada)); (h) the Corporation shall use commercially reasonable efforts to ensure that the Offered Shares are, when issued, listed and posted for trading on the TSX upon their date of Delaware issuance; (i) the Corporation shall use commercially reasonable efforts to remain a corporation validly subsisting under the laws of its jurisdiction of incorporation, licenced, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and shall carry on its business in the New York Stock Exchange ordinary course and in compliance in all material respects with all applicable Laws, rules and (ivregulations of each such jurisdiction, provided that the Corporation shall not be required to comply with this subsection 7(i) Xxxxxx Xxxxx following the completion of a merger, amalgamation, arrangement, business combination or take-over bid pursuant to which the Corporation ceases to be a “distributing corporation” (within the initial Chairperson meaning of the Board.Canada Business Corporations Act (Canada)); (bj) The Original Member Related Parties the Corporation shall use commercially reasonable efforts to maintain the listing of the Common Shares on the TSX, or such other recognized stock exchange or quotation system as the Co-Lead Underwriters, on behalf of the Underwriters, may approve, acting reasonably, provided that the Corporation shall not be required to comply with this subsection 7(i) following the requirements completion of a merger, amalgamation, arrangement, business combination or take-over bid pursuant to which the Corporation ceases to be a “distributing corporation” (within the meaning of the Charter Canada Business Corporations Act (Canada)); (k) the Corporation shall ensure that the Offered Shares shall be duly issued as fully paid and Bylaws when designating non-assessable Common Shares on payment of the purchase price therefor; (l) the Corporation shall use the proceeds of the Offering in the manner specified in the Final Prospectus; (m) the Corporation shall execute and nominating individuals as Directorsfile with the Canadian Securities Regulators all forms, in each case, notices and certificates relating to the extent such requirements are applicable Offering required to Directors generally. Notwithstanding anything be filed pursuant to the contrary set forth herein, Securities Laws in the event that Qualifying Provinces in the Board determines, within sixty time required by applicable Securities Laws in the Qualifying Provinces; (60n) days after compliance with the first sentence of this Section 4(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the Original Member Related Parties of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the Original Member Related Parties (subject in each case to this Section 4(b)). The Board and the Corporation shall, to the fullest extent that any Offered Shares are sold in the United States, file such notices with the SEC as are required under the U.S. Securities Act and such notices and forms with state securities regulators as are required under state securities or “blue sky” laws; (o) the Corporation shall use its commercially reasonable best efforts to cause to be fulfilled, at or prior to the Closing Date, each of the conditions required to be fulfilled by it set out in Section 11 hereof; (p) in the event that the Offering is closed, the Corporation shall not, without the prior consent of the Co-Lead Underwriters (which consent shall not be unreasonably withheld), at any time prior to the date that is 90 days following the Closing Date, issue or agree to issue any Common Shares or financial instruments convertible or exchangeable into Common Shares (other than pursuant to the Corporation’s equity incentive plans, to satisfy rights or obligations under securities, agreements or other financial instruments existing as of the date hereof (including the Pre-Emptive Rights) or the issuance of securities in connection with property or share acquisitions), or announce any intention to do so; (q) the Corporation shall use its commercially reasonable best efforts to cause each of the directors and officers of the Corporation, and their respective associates, to execute agreements (the “Lock-Up Agreements”) in favour of the Underwriters, agreeing not to, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap, or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, any Common Shares, or other securities of the Corporation held by them, directly or indirectly, for a period ending 90 days from the Closing Date unless (among other customary exceptions): (i) they first obtain the prior written consent of the Co-Lead Underwriters (on its own behalf and on behalf of the other Underwriters); or (ii) there occurs a take-over bid or similar transaction involving a change of control of the Corporation. For greater certainty, the Lock-Up Agreements shall not amend, limit, alter, reduce or impair the terms of any escrow, standstill and/or lock-up agreement to which the foregoing persons or entities are currently subject; (r) each of the Corporation and the Subsidiaries shall (i) take all steps required to maintain each Licence, as applicable, in good standing and to comply with the terms and conditions of each Licence; (ii) take all necessary steps to renew the Licences in advance of their respective expiry dates; (iii) in the case of 10252832 Canada Inc., Spot Therapeutics Inc. and BC Xxxxx XX take all commercially reasonable steps to be licensed as a Licensed Producer (as defined in the ACMPR) under the ACMPR; (iv) ensure such renewals thereof, as applicable, will permit the Corporation and/or the Subsidiaries to conduct the same activities as permitted by lawthe current Licences, as applicable; and (v) take all Necessary Action required by this Section 4 steps to maintain such Licences and renewals thereof in good standing; and (s) neither the Corporation nor any of the Subsidiaries shall assign their rights or obligations under the Edmonton Lease or Bedrocan Leases, including the Xxxxxxx Loan thereunder, nor shall they assign their ownership of, rights or obligations in connection with respect to the election Xxxxx Falls Premises, Spectrum Canada Premises and the Mettrum Mortgage related thereto, the Tweed Grasslands Premises or the Niagara Premises and the Niagara Mortgage related thereto or amend the terms thereof without the prior written consent of such substitute designees to the BoardCo-Lead Underwriters.

Covenants of the Corporation. 6.1 The Corporation hereby covenants and agrees with the Agents and undertakes that: (a) The it will use the net proceeds from the issuance and sale of the Units in accordance with the disclosure in the Prospectus; (b) it will use its best efforts to obtain, prior to the Closing Time, all necessary approvals of the TSXV for the issuance and listing on the TSXV of the Unit Shares, the Warrant Shares and the Broker Warrant Shares subject only to satisfaction by the Corporation agrees to take all Necessary Action to cause (i) of the Board to be comprised at least of seven (7) Directors or such other number of Directors as the Board may determineStandard Listing Conditions and, subject to the terms duties of this Agreement, the Charter or directors of the Bylaws Corporation to act in the best interests of the Corporation; , for a period of one year following the Closing Date use best efforts to maintain its listing on the TSXV, provided that the foregoing shall not restrict or prevent the Corporation from completing a plan of arrangement, takeover bid or other business combination which could or may result in the delisting of the Unit Shares, the Warrant Shares or the Broker Warrant Shares from the TSXV; (iic) it will timely file all necessary forms and reports in connection with the individuals designated in accordance issuance of the Units hereunder with Section 1 the appropriate Securities Commissions and other regulatory authorities; (d) it will duly, punctually and faithfully perform all of the obligations to be included performed by it under this Agreement; (e) it will make all announcements required by UK Securities Laws in connection with the slate Offering and ensure that all such announcements are submitted to a RIS at or by the requisite times; (f) it will comply with all applicable UK Securities Laws for the purposes of, or in connection with, the Offering; (g) it will procure that the Unit Shares issued pursuant to the Offering are admitted to the Official List and to trading on LSE's main market for listed securities within three months of nominees the Closing Date; (h) it will procure that each of the Warrant Shares to be elected at issued by the next annual or special meeting of stockholders Corporation on the exercise of the Corporation at which Directors Warrants will be admitted to the Official List and to trading on LSE's main market for listed securities on or by the date that each of the Warrant Shares are issued by the Corporation; (i) it will, if required under UK Securities Laws for the purpose of procuring that the Unit Shares and the Warrant Shares to be electedissued by the Corporation on the exercise of the Warrants will be admitted to the Official List and to trading on LSE's main market for listed securities, publish a prospectus prepared in accordance with the Bylaws, Charter UK Prospectus Rules and General Corporation Law of approved by the State of Delaware FCA as soon as possible after the Closing Date (and at each annual meeting of stockholders of in any event no later than three months after the Corporation thereafter at which such Director’s term expiresClosing Date); and (iiij) the individuals designated it will comply with all applicable UK Securities Laws in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance connection with the Bylaws, Charter, Securities Laws, General Corporation Law UK Listing and will execute and/or procure the execution of all such documents and carry out and/or procure the State carrying out of Delaware all such actions and the New York Stock Exchange rules and (iv) Xxxxxx Xxxxx to be the initial Chairperson provision of the Board. (b) The Original Member Related Parties shall comply all such documents that are reasonably necessary or desirable in connection with the requirements of the Charter and Bylaws when designating and nominating individuals UK Listing as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 4(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the Original Member Related Parties of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board determined by the Original Member Related Parties (subject in each case to this Section 4(bAgents’ UK broker-dealer affiliate(s)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 4 with respect to the election of such substitute designees to the Board.

Covenants of the Corporation. The Corporation covenants to and with the Warrant Agent that so long as any Warrants remain outstanding and may be exercised: (a) The Corporation agrees it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to take all Necessary Action satisfy its obligations to issue Common Shares upon the exercise of the Warrants; (b) it will cause (i) the Board Common Shares and the certificates representing the Common Shares subscribed and paid for pursuant to the exercise of the Warrants to be comprised at least of seven (7) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement, the Charter or the Bylaws of the Corporation; (ii) the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, duly issued and delivered in accordance with the Bylaws, Charter Warrant Certificates and General Corporation Law the terms hereof; (c) all Common Shares which shall be issued upon exercise of the State of Delaware right to purchase provided for herein and at each annual meeting of stockholders in the Warrant Certificates, upon payment of the Corporation thereafter at which such Director’s term expires; Exercise Price herein provided for and in the Warrant Certificates and compliance with the other applicable terms and conditions hereof and thereof, shall be fully paid and non-assessable; (iiid) it will give to the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the BoardWarrantholders, in accordance with the Bylawsmanner provided in Section 3.6 hereof, Charterand to the Warrant Agent in the manner provided in Section 13.1 hereof, Securities Lawsnotice of a record date, General Corporation Law or effective date, as the case may be, for any event referred to in Article 5 hereof which may give rise to an adjustment in the Exercise Price or in the number of Common Shares purchasable upon the State exercise of Delaware and the New York Stock Exchange rules and (iv) Xxxxxx Xxxxx to be the initial Chairperson of the Board. (b) The Original Member Related Parties shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as DirectorsWarrants and, in each case, such notice shall specify the particulars of such event and the record date, or the effective date, for such event; provided that the Corporation shall only be required to specify in such notice such particulars of such event as shall have been fixed and determined on the date on which such notice is given, and such notice shall be given concurrently with notice of such event to holders of Common Shares; (e) it will maintain its corporate existence, provided that this subsection 7.1(e) shall not restrict the Corporation from completing a Capital Reorganization in accordance with subsection 5.2(d); (f) it will not take any other action which might deprive the Warrantholders of the opportunity of exercising their right of purchase pursuant to the extent Warrants held by such requirements are applicable to Directors generally. Notwithstanding anything Persons during the period of notice required by subsection 5.5(a); (g) it will give written notice of the issue of Common Shares pursuant to the contrary set forth hereinexercise of Warrants, if required and in such detail as may be required, to each securities regulatory authority in each relevant jurisdiction pursuant to applicable law; (h) it will promptly notify the Warrant Agent and the Warrantholders in writing of any material default under the terms of this Warrant Indenture which remains unrectified for more than fifteen (15) days following its occurrence; (i) in the event that the Board determinesit shall begin, within sixty (60) days after compliance or cease, to file as a foreign issuer with the first sentence of this Section 4(b)U.S. Securities and Exchange Commission, the Corporation shall promptly deliver to the Warrant Agent an officers’ certificate (in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, form provided by the Warrant Agent) certifying such reporting issuer status and other information as applicable, would constitute a breach the Warrant Agent may require at such time; and (j) it will perform all of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements covenants and carry out all of the Charter acts or Bylaws, then the Board shall inform the Original Member Related Parties of such determination things to be done by it as provided in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the Original Member Related Parties (subject in each case to this Section 4(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 4 with respect to the election of such substitute designees to the BoardIndenture.

Covenants of the Corporation. (a) The Corporation agrees to take all Necessary Action to cause (i) the Board to be comprised at least of seven (7) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement, the Charter or the Bylaws of the Corporation; (ii) the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected to the Board at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the New York Nasdaq Stock Exchange rules and Market rules; (iv) Xxxxxx Xxxxx an ACON Director to be the initial Chairperson of the BoardBoard and (v) to adhere to, implement and enforce the provisions set forth in Section 4. (b) The Original Member ACON Related Parties, the Fundamental Related Parties and Mx. Xxxxxxxx shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 4(b5(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the Original Member ACON Related Parties, the Fundamental Related Parties and/or Mx. Xxxxxxxx, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the Original Member ACON Related Parties and/or the Fundamental Related Parties, as applicable (subject in each case to this Section 4(b5(b)); provided, however, that if the Board informs Mx. Xxxxxxxx that Mx. Xxxxxxxx cannot be appointed or elected as set forth in this Section 5(b), Mx. Xxxxxxxx shall not be entitled to nominate a substitute to the Board. The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 4 5 with respect to the election of such substitute designees to the Board.

Covenants of the Corporation. (a) The Corporation agrees to take all Necessary Action to cause (i) cause the Board to be comprised of at least of seven (7) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement, the Charter or the Bylaws of the Corporation; (ii) cause the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected to the Board at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) cause the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the New York Stock Exchange rules and rules; (iv) Xxxxxx Xxxxx cause a Rook Director to be the initial Chairperson of the BoardBoard and (v) to adhere to, implement and enforce the provisions set forth in Section 4. (b) The Original Member Searchlight Related Parties and the Rook Related Parties shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 4(b5(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the Original Member Searchlight Related Parties and/or the Rook Related Parties, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the Original Member Searchlight Related Parties and/or the Rook Related Parties, as applicable (subject in each case to this Section 4(b5(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 4 5 with respect to the election of such substitute designees to the Board. (c) In addition to any voting requirements contained in this Agreement or the organizational documents of the Corporation or any of its Subsidiaries, the Corporation shall not, directly or indirectly, enter into or conduct business or operations or hold or acquire assets in its own name or otherwise other than through Shift4 LLC and its Subsidiaries without the prior written approval of (i) Searchlight and each of the Searchlight Holdcos for as long as the Searchlight Related Parties beneficially own, directly or indirectly, in the aggregate five percent (5%) or more of all issued and outstanding Common Units and (ii) Rook Holdings for as long as the Rook Holdings Related Parties beneficially own, directly or indirectly, in the aggregate five percent (5%) or more of all issued and outstanding Common Units, provided, however, that nothing in this clause (c) shall be deemed to prohibit the Corporation from, and no consent of Searchlight, Rook Holdings or any other Person shall be required for the Corporation to engage in, (i) holding or using cash received by the Corporation as a result of the Corporation’s investment in Shift4 LLC or (ii) re-investing cash into Shift4 LLC (whether by way of intercompany loan, investment or otherwise).

Covenants of the Corporation. (a) The Corporation agrees hereby covenants to take Canaccord Genuity and to the Purchasers and their permitted assigns (such covenants having been incorporated by reference in the Subscription Agreements), and acknowledges that each of them is relying on such covenants, that the Corporation shall: 3.1.1 allow Canaccord Genuity and its representatives, at all Necessary Action times prior to the Closing Time, the opportunity to conduct all due diligence which Canaccord Genuity may reasonably require or which may be considered necessary or appropriate by Canaccord Genuity. The Corporation will make available to Canaccord Genuity (and its counsel), on a timely basis, all books and records including all corporate, financial, property, legal and operational information and documentation of the Corporation, and those of the Target to which the Corporation has had access, and will provide access to all facilities, properties, employees, auditors, legal counsel, consultants or other experts, to permit Canaccord Genuity, its legal counsel and other advisers to conduct their due diligence investigation of the business and affairs of the Corporation, the Target and their subsidiaries, and will assist Canaccord Genuity in sourcing any other information useful and necessary to conducting such due diligence. The Corporation shall also make available its directors, senior management, the Chairman of the Audit Committee of the Board of Directors and the auditor and legal counsel and shall use its best efforts to cause the directors, senior management and its auditor and legal counsel of the Target to answer any questions which Canaccord Genuity may have and to participate in one or more due diligence sessions to be held prior to Closing. The Corporation shall make available and provide to Canaccord Genuity (and its counsel), on a timely basis, all agreements, arrangements and understandings in connection with the Proposed Acquisition and any of the other transactions contemplated thereby and copies of all written reports produced in the course of its due diligence investigation of the business and affairs of the Target and its subsidiaries; 3.1.2 duly execute and deliver the Subscription Agreements by the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; 3.1.3 fulfil or cause to be fulfilled, at or prior to the Closing Date, each of the conditions set out in Section 5.2 of this Agreement; 3.1.4 ensure that the Offered Preferred Shares, upon issuance, shall have the attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Subscription Agreements; 3.1.5 ensure that the Underlying Shares, upon issuance, shall be duly issued as fully paid and non-assessable Common Shares, and shall have the attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Subscription Agreements; 3.1.6 fulfil all legal requirements to permit (i) the Board creation, issuance, offering and sale of the Offered Preferred Shares, (ii) the allotment, reservation and issue of the Underlying Shares issuable upon conversion of the Offered Preferred Shares, all as contemplated in this Agreement and the Subscription Agreements and file or cause to be comprised filed all documents, applications, forms or undertakings required to be filed by the Corporation and take or cause to be taken all action required to be taken by the Corporation in connection with the purchase and sale of the Offered Preferred Shares; 3.1.7 ensure that at all times sufficient Underlying Shares are allotted and reserved for issuance upon the conversion of the Preferred Shares; 3.1.8 ensure that the TSX conditional acceptance for the Offering and listing of the Underlying Shares has been obtained on or prior to the Closing Date; 3.1.9 use its commercial best efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Canadian Securities Laws which have such a concept and will comply with all of its obligations under Applicable Securities Laws for a period of at least two years from the Closing Date; 3.1.10 use its reasonable best efforts to list the Common Shares, including the Underlying Shares, on the London Stock Exchange, the New York Stock Exchange or NASDAQ within 15 months of seven the Closing Date; 3.1.11 not, directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation until 90 days after the later of (i) 120 days after July 7, 2014 and (ii) Directors the closing of the Proposed Acquisition, unless the “Termination Time” (as defined in the Subscription Receipt Underwriting Agreement) has occurred, in which case such covenants will terminate automatically at the Termination Time, without the prior written consent of Canaccord Genuity, except in conjunction with: (i) the grant or such exercise of stock options and other number of Directors as the Board may determine, subject similar issuances pursuant to the terms of this Agreement, the Charter or the Bylaws share incentive plan of the CorporationCorporation and other share compensation arrangements; (ii) the individuals designated in accordance with Section 1 to be included in the slate exercise of nominees to be elected at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expiresoutstanding warrants; (iii) the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law obligations of the State Corporation in respect of Delaware and the New York Stock Exchange rules and existing agreements; (iv) Xxxxxx Xxxxx the issuance of securities by the Corporation in connection with acquisitions in the normal course of business; (v) the issuance of Underlying Shares; or (vi) the issuance of other equity securities or securities convertible into equity securities (including Commitment Warrants and securities issuable in connection with the Common Equity Capital Raise) in connection with the Proposed Acquisition, on the terms set forth in the GSO Commitment, the BlackRock Commitment and the Subscription Receipt Underwriting Agreement, or hereunder; 3.1.12 cause each of its directors and senior officers to enter into a lock-up agreement in the form of agreement contemplated in the Subscription Receipt Underwriting Agreement; 3.1.13 execute and file with the Securities Regulators and the TSX all forms, notices and certificates required to be filed pursuant to the initial Chairperson Canadian Securities Laws or the applicable securities laws of any other Selling Jurisdictions and the policies of the Board.TSX in the time required by the Applicable Securities Laws and the policies of the TSX, including, for greater certainty, all forms, notices and certificates set forth in the opinions delivered to Canaccord Genuity pursuant to Section 5.2 of this Agreement required to be filed by the Corporation; 3.1.14 advise Canaccord Genuity, promptly after receiving notice or obtaining knowledge thereof, of: (a) the institution, threatening or contemplation of any proceeding for any such purposes; or (b) The Original Member Related Parties shall any order, ruling, or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation (including the Preferred Shares and Common Shares) has been issued by any Securities Regulator or the institution, threatening or contemplation of any proceedings for any such purposes; 3.1.15 deliver to Canaccord Genuity copies of all correspondence and other written communications between the Corporation and the Securities Regulators relating to the Offering and the Proposed Acquisition and its financing and will generally keep Canaccord Genuity apprised of the progress and status of, including all favourable and adverse developments relating to, the Offering and the Proposed Acquisition and its financing; 3.1.16 use the net proceeds from the Offering to partially fund the Proposed Acquisition; 3.1.17 use its best efforts to expeditiously pursue the satisfaction of all conditions to the completion, and the closing, of the Proposed Acquisition that are to be fulfilled by the Corporation on or before the Release Deadline; and 3.1.18 comply with the requirements each of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to covenants of the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary Corporation set forth herein, out in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 4(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the Original Member Related Parties of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the Original Member Related Parties (subject in each case to this Section 4(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 4 with respect to the election of such substitute designees to the BoardSubscription Agreements.

Covenants of the Corporation. 6.1 The Corporation hereby covenants and agrees with the Agent and undertakes that: (a) The it will use the net proceeds from the issuance and sale of the Units in accordance with the disclosure in the Prospectus; (b) it will use its best efforts to obtain, prior to the Closing Time, all necessary approvals of the TSXV for the issuance and listing on the TSXV of the Unit Shares and the Warrant Shares subject only to satisfaction by the Corporation agrees to take all Necessary Action to cause (i) of the Board to be comprised at least of seven (7) Directors or such other number of Directors as the Board may determineStandard Listing Conditions and, subject to the terms duties of this Agreement, the Charter or directors of the Bylaws Corporation to act in the best interests of the Corporation; , for a period of one year following the Closing Date use best efforts to maintain its listing on the TSXV, provided that the foregoing shall not restrict or prevent the Corporation from completing a plan of arrangement, takeover bid or other business combination which could or may result in the delisting of the Unit Shares or the Warrant Shares from the TSXV; (iic) it will timely file all necessary forms and reports in connection with the individuals designated in accordance issuance of the Units hereunder with Section 1 the appropriate Securities Commissions and other regulatory authorities; (d) it will duly, punctually and faithfully perform all of the obligations to be included performed by it under this Agreement; (e) it will make all announcements required by UK Securities Laws in connection with the slate Offering and ensure that all such announcements are submitted to a RIS at or by the requisite times; (f) it will comply with all applicable UK Securities Laws for the purposes of, or in connection with, the Offering; and (g) it will procure that the Unit Shares issued pursuant to the Offering are admitted to the Official List and to trading on LSE's main market for listed securities within three months of nominees the Closing Date; (h) it will procure that each of the Warrant Shares to be elected at issued by the next annual or special meeting of stockholders Corporation on the exercise of the Corporation at which Directors Warrants will be admitted to the Official List and to trading on LSE's main market for listed securities on or by the date that each of the Warrant Shares are issued by the Corporation; (i) it will, if required under UK Securities Laws for the purpose of procuring that the Unit Shares and the Warrant Shares to be electedissued by the Corporation on the exercise of the Warrants will be admitted to the Official List and to trading on LSE's main market for listed securities, publish a prospectus prepared in accordance with the Bylaws, Charter UK Prospectus Rules and General Corporation Law of approved by the State of Delaware FCA as soon as possible after the Closing Date (and at each annual meeting of stockholders of in any event no later than three months after the Corporation thereafter at which such Director’s term expiresClosing Date); and (iiij) the individuals designated it will comply with all applicable UK Securities Laws in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance connection with the Bylaws, Charter, Securities Laws, General Corporation Law UK Listing and will execute and/or procure the execution of all such documents and carry out and/or procure the State carrying out of Delaware all such actions and the New York Stock Exchange rules and (iv) Xxxxxx Xxxxx to be the initial Chairperson provision of the Board. (b) The Original Member Related Parties shall comply all such documents that are reasonably necessary or desirable in connection with the requirements of the Charter and Bylaws when designating and nominating individuals UK Listing as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 4(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the Original Member Related Parties of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board determined by the Original Member Related Parties (subject in each case to this Section 4(bAgent’s UK broker-dealer affiliate(s)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 4 with respect to the election of such substitute designees to the Board.

Covenants of the Corporation. 6.1 The Corporation covenants with the Agent (on its own behalf and on behalf of the Purchasers) that it will: (a) The Corporation agrees file with the Exchange as soon as possible all required documents and filing fees, and to take do all Necessary Action things required by the rules and policies of the Exchange in order to cause (i) obtain the Board to be comprised at least approval of seven (7) Directors or such other number of Directors as the Board may determineExchange for the Private Placement, subject only to the terms filing of this Agreementrequired documents, prior to the Charter or the Bylaws of the Corporation; (ii) the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the New York Stock Exchange rules and (iv) Xxxxxx Xxxxx to be the initial Chairperson of the Board.Closing Date; (b) The Original Member Related Parties shall comply take all steps as may be necessary to enable the Securities to be sold on a private placement basis in the Qualifying Jurisdictions by way of exemptions from the prospectus filing and registration requirements of Applicable Securities Laws and otherwise fulfill all legal requirements required to be fulfilled by the Corporation (including, without limitation, compliance with all Applicable Securities Laws) in connection with the requirements Private Placement; (c) maintain its status as a “reporting issuer” not in default in British Columbia and Alberta for a period of two year from the date hereof; (d) maintain its listing of its common shares on the Exchange for a period of two years from the date hereof; (e) deliver to the Agent and to its legal counsel: (i) a copy of all letters, submissions and other materials with respect to the Private Placement filed with the Regulatory Authorities, or any one of them, at the same time that the materials are filed with the Regulatory Authorities; (ii) at the Time of the Charter and Bylaws when designating and nominating individuals as DirectorsClosing, in each case, to evidence of the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance Corporation’s title with the first sentence of this Section 4(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties respect to the Corporation’s stockholders material mineral properties, in form and content acceptable to the Agent, acting reasonably; (iii) at the Time of Closing, such favourable legal opinions of the Corporation’s various legal counsel, addressed to the Agent, its legal counsel and the Purchasers and dated as of the Closing Date, in form and content acceptable to the Agent, acting reasonably, with respect to all matters which the Agent may reasonably request including, without limitation: (1) the due incorporation and valid subsistence of the Corporation; (2) the qualification of the Corporation to carry on business under the laws of each jurisdiction in which it carries on business; (3) the authorized and issued capital of the Corporation; (4) the due creation, authorization, reservation, and issuance, as the case may be, of the Common Shares, the FT Shares, the Warrants, the FT Warrants, the Warrant Shares, the FT Warrant Shares, the Compensation Options, the Compensation Option Shares, the Fee Shares, the Fee Warrants, and the Fee Warrant Shares and that upon issue, the Common Shares and the FT Shares, and the Fee Shares, if any, will be fully paid and non-assessable; (5) the due authorization, execution, binding effect and enforceability of this Agreement and the Subscription Agreements, subject to bankruptcy laws, the availability of all equitable remedies and other customary exceptions; (6) that no prospectus is required and, except as have been obtained or does not otherwise comply completed, no approval or consent of or filing with any requirements Regulatory Authority or the Exchange is required in order to permit the issuance and sale by the Corporation of the Charter Common Share Units and FT Units, the issuance of the Compensation Options and the issuance of the Fee Units, except for filings required under the Applicable Securities Laws or Bylawsas may be required by the Exchange; (7) that no prospectus is required and, then except as have been obtained or completed, no approval or consent of or filing with any Regulatory Authority or the Board shall inform Exchange is required in order to permit the Original Member Related Parties issuance of such determination the Warrant Shares, the FT Warrant Shares, the Compensation Option Shares, and the Fee Warrant Shares provided the conditions set out in writing the opinion are satisfied; and (8) the hold periods and explain in reasonable detail the basis for such determination and shall, resale restrictions applicable to the fullest extent permitted by lawCommon Shares, nominatethe Warrants, appoint or elect another individual designated for nominationthe FT Shares, election or appointment the FT Warrants, the Warrant Shares, the FT Warrant Shares, the Compensation Options, the Compensation Option Shares, the Fee Shares, the Fee Warrants, and the Fee Warrant Shares under the Applicable Securities Laws; (iv) at the time of Closing, the Agent shall have received a favourable legal opinion from the Corporation’s United States counsel, dated the Closing Date and addressed to the Board by the Original Member Related Parties (subject Agent and its legal counsel, in each case to this Section 4(b)). The Board form and the Corporation shall, substance satisfactory to the fullest extent permitted by lawAgent and its counsel, take all Necessary Action required by this Section 4 acting reasonably, with respect to the election availability of an exemption from the registration requirements under the securities laws of the United States in connection with sale in the United States of the Common Share Units by the Corporation in connection with the Private Placement; (v) at the Time of Closing, such substitute designees certificates of officers of the Corporation, addressed to the BoardAgent and to its legal counsel and dated as of the Closing Date, in form and content acceptable to the Agent, acting reasonably, relating to the offer and sale of the Securities and such other matters as the Agent may reasonably require; and (vi) at the Time of Closing, such other materials as the Agent may reasonably require, addressed to the Agent and to such parties as the Agent may direct and as of the Closing Date or such other date as the Agent may reasonably require; (f) within the required time, file with the applicable Regulatory Authorities any reports, in the required form, required to be filed under Applicable Securities Laws and the policies of the Exchange in connection with the Private Placement, together with any applicable filing fees and other materials; (g) take all steps reasonably necessary to ensure that it has a sufficient number of common shares of the Corporation available for issuance to satisfy its obligations under the Warrants, the FT Warrants, the Compensation Options, and the Fee Warrants and prior to Closing shall have reserved and allotted for issuance the Warrant Shares, the FT Warrant Shares, the Compensation Option Shares and the Fee Warrant Shares; (h) from and including the date of this Agreement through to and including the Time of Closing, do all such acts and things necessary to ensure that all of the representations and warranties of the Corporation contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement remain true and correct; and (i) from and including the date of this Agreement through to and including the Time of Closing, not do any such act or thing that would render any representation or warranty of the Corporation contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement untrue or incorrect (j) fulfill its obligations with respect to the FT Shares described in the form of Subscription Agreements for FT Units; and (k) maintain proper and complete books, records and accounts in accordance with generally accepted accounting principles showing true and accurate records of all Qualifying Expenses (as defined in the form of Subscription Agreement for FT Units) and make the books and records with respect to the Qualifying Expenses available for inspection and audit by or on behalf of the Purchasers.

Covenants of the Corporation. The Corporation hereby covenants to and with the Underwriter that it will: (a) The Corporation agrees fulfill all legal requirements to permit the creation, issuance, offering and sale of the Special Warrants, the issuance of the Shares comprising the Units, the creation and issuance of the Purchase Warrants comprising the Units, the creation and issuance of the Brokers' Warrants, the creation and issuance of the Compensation Warrants and the issuance of the Shares issuable upon exercise of the Purchase Warrants and Compensation Warrants including, without limitation, compliance with all applicable securities legislation to enable the Special Warrants to be offered for sale and sold without the necessity of filing a prospectus to Purchasers in the Selling Jurisdictions through, in the case of the Qualifying Provinces, registrants registered under the applicable legislation of such Qualifying Provinces who have complied with the relevant provisions of such legislation; (b) use its best efforts to obtain the necessary regulatory consents from the TSE and NASDAQ to the Offering on such terms as are mutually acceptable to the Underwriter and the Corporation, acting reasonably; (c) use its best efforts to arrange for the conditional listing for trading of the Shares issuable upon exercise of the Special Warrants, the Purchase Warrants and the Compensation Warrants on the TSE and to make all necessary filings and to pay all required fees as required by NASDAQ before the Closing; (d) use its best efforts to maintain the listing of the Shares on the TSE and NASDAQ and its status as reporting issuer and its equivalent under the securities legislation of the Qualifying Provinces until the earlier of the date which is one year after the Expiry Time and the date which is two years from the Closing Date; (e) use its best efforts, to prepare and file in each of the Qualifying Provinces the Preliminary Prospectus and other related documents relating to the proposed distribution of Subject Securities to holders of Special Warrants and of the Compensation Warrants to the Underwriter within 45 days following the Closing Date; (f) use its best efforts to obtain receipts for the Preliminary Prospectus in each of the Qualifying Provinces as soon as reasonably practicable after the filing thereof; (g) resolve as soon as reasonably practicable any regulatory deficiencies in respect of the Preliminary Prospectus on a basis acceptable to the Underwriter, acting reasonably, and, as soon as reasonably practicable after such deficiencies have been resolved or satisfied, prepare, file and use its best efforts to obtain receipts under the applicable legislation of each of the Qualifying Provinces for the Prospectus and take all Necessary Action other reasonable steps and proceedings that may be necessary in order to cause complete the Prospectus Qualification by the Qualification Deadline; (h) prior to the Closing and prior to the filing of the Preliminary Prospectus and thereafter and prior to the filing of the Prospectus and any Supplementary Material, permit the Underwriter and its counsel to participate fully in the preparation of such documents and allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require to conduct in order to fulfill their obligations under applicable securities legislation and in order to enable the Underwriter responsibly to execute any certificate required to be executed by the Underwriter in connection with the Preliminary Prospectus, the Prospectus or any Supplementary Material; (i) ensure that at the Board respective times of filing and at all times subsequent to be comprised at least the filing thereof until completion of seven the distribution of the Subject Securities, the Preliminary Prospectus, Prospectus and any Supplementary Material will fully comply with the requirements of applicable securities legislation, provided that the foregoing shall not apply with respect to statements contained in such documents relating solely to or provided by the Underwriter; (7j) Directors or such other number deliver in Toronto, within three (3) Business Days of Directors the issue of a receipt for the Preliminary Prospectus and the Prospectus, as the Board case may determinebe, and within three Business Days of execution of any Supplementary Material, without charge to the Underwriter as many copies of the Preliminary Prospectus, the Prospectus and any Supplementary Material as the Underwriter may reasonably request for the purposes contemplated hereunder and contemplated by the Securities Act (Ontario), and such delivery shall constitute: (A) the consent of the Corporation to use such documents in connection with the distribution or the distribution to the public, as the case may be, of the Subject Securities subject to the terms provisions of this Agreementthe securities legislation of the Qualifying Provinces; and (B) the Corporation's representation and warranty to the Underwriter that, at the time of delivery, the Charter information and statements contained therein (except information and statements relating solely to or provided by the Underwriter) contain no misrepresentation and constitute full, true and plain disclosure of all material facts (as defined in the Securities Act (Ontario)) relating to the Offering, the Corporation, the Special Warrants and the Subject Securities; (k) cause to be delivered to the Underwriter concurrently with the filing of the Prospectus and any Supplementary Material, comfort letters of the auditors of the Corporation in each case dated the date of the Prospectus or the Bylaws Supplementary Material to which such letter relates (as the case may be) addressed to the Underwriter and to the directors of the Corporation; (ii) , in form and substance satisfactory to the individuals designated in accordance with Section 1 Underwriter acting reasonably, relating to the financial statements to be included in the slate of nominees to be elected at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, Prospectus and any Supplementary Material and verifying in accordance with the BylawsCanadian Institute of Chartered Accountants Handbook the financial information, Charter accounting data and General Corporation Law other numerical data contained in the Prospectus or any Supplementary Material and matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus on the Supplementary Material to a date not more than two (2) Business Days prior to the date of such letter; (l) not, without the prior written consent of the State Underwriter, such consent not to be unreasonably withheld, issue or announce the issuance of Delaware any Shares or any securities convertible into or exchangeable for or exercisable to acquire Shares during a period commencing on September 15, 1999 and at each annual meeting of stockholders expiring 180 days following the Closing Date, other than pursuant to: (i) presently outstanding rights, including options, warrants and other convertible securities and including any such rights which have been granted or issued subject to regulatory approval; (ii) options granted to officers, directors or employees of the Corporation thereafter at which such Director’s term expiresor any subsidiary thereof pursuant to existing stock option plans; or (iii) the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance connection with the Bylaws, Charter, Securities Laws, General acquisition by the Corporation Law of shares or assets of an arm's length person to the State of Delaware and the New York Stock Exchange rules and (iv) Xxxxxx Xxxxx to be the initial Chairperson of the BoardCorporation. (bm) The Original Member Related Parties shall ensure that at Closing the Shares do not constitute "foreign property" within the meaning of the Income Tax Act (Canada) or any amendments thereto publicly announced by the Minister of Finance from time to time; (n) use the net proceeds of the Offering for general working capital purposes and to pursue acquisition opportunities; and (o) comply with the requirements provisions of the Charter and Bylaws when designating and nominating individuals term sheet attached hereto as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 4(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the Original Member Related Parties of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the Original Member Related Parties (subject in each case to this Section 4(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 4 with respect to the election of such substitute designees to the BoardSchedule "A".

Covenants of the Corporation. 6.1 The Corporation covenants with the Agent (on its own behalf and on behalf of the Purchasers) that it will: (a) The Corporation agrees file with the Exchange as soon as possible all required documents and filing fees, and to take do all Necessary Action things required by the rules and policies of the Exchange in order to cause (i) obtain the Board to be comprised at least approval of seven (7) Directors or such other number of Directors as the Board may determineExchange for the Private Placement, subject only to the terms filing of this Agreementrequired documents, prior to the Charter or the Bylaws of the Corporation; (ii) the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the New York Stock Exchange rules and (iv) Xxxxxx Xxxxx to be the initial Chairperson of the Board.Closing Date; (b) The Original Member Related Parties shall comply take all steps as may be necessary to enable the Securities to be sold on a private placement basis in the Qualifying Jurisdictions by way of exemptions from the prospectus filing and registration requirements of Applicable Securities Laws and otherwise fulfill all legal requirements required to be fulfilled by the Corporation (including, without limitation, compliance with all Applicable Securities Laws) in connection with the requirements Private Placement; (c) maintain its status as a “reporting issuer” not in default in British Columbia and Alberta for a period of two year from the date hereof; (d) maintain its listing of its common shares on the Exchange for a period of two years from the date hereof; (e) deliver to the Agent and to its legal counsel: (i) a copy of all letters, submissions and other materials with respect to the Private Placement filed with the Regulatory Authorities, or any one of them, at the same time that the materials are filed with the Regulatory Authorities; (ii) at the Time of the Charter and Bylaws when designating and nominating individuals as DirectorsClosing, in each case, to evidence of the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance Corporation’s title with the first sentence of this Section 4(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties respect to the Corporation’s stockholders material mineral properties, in form and content acceptable to the Agent, acting reasonably; (iii) at the Time of Closing, such favourable legal opinions of the Corporation’s various legal counsel, addressed to the Agent, its legal counsel and the Purchasers and dated as of the Closing Date, in form and content acceptable to the Agent, acting reasonably, with respect to all matters which the Agent may reasonably request including, without limitation: (1) the due incorporation and valid subsistence of the Corporation; (2) the qualification of the Corporation to carry on business under the laws of each jurisdiction in which it carries on business; (3) the authorized and issued capital of the Corporation; (4) the due creation, authorization and issuance of the Shares, the Warrants, the Warrant Shares, the Fee Shares, the Fee Warrants, the Fee Warrant Shares, the Agent’s Options, the Agent’s Option Shares, the Agent’s Option Warrants and the Agent’s Option Warrant Shares; (5) the due authorization, execution, binding effect and enforceability of this Agreement and the Subscription Agreements, subject to bankruptcy laws, the availability of all equitable remedies and other customary exceptions; (6) that no prospectus is required and, except as have been obtained or does not otherwise comply completed, no approval or consent of or filing with any requirements Regulatory Authority or the Exchange is required in order to permit the issuance and sale by the Corporation of the Charter Units, except for filings required under the Applicable Securities Laws or Bylawsas may be required by the Exchange; (7) that no prospectus is required and, then except as have been obtained or completed, no approval or consent of or filing with any Regulatory Authority or the Board shall inform Exchange is required in order to permit the Original Member Related Parties issuance of such determination the Warrant Shares, the Fee Warrant Shares, the Agent’s Option Shares and the Agent’s Option Warrant Shares, provided the conditions set out in writing the opinion are satisfied; and (8) the hold periods and explain in reasonable detail the basis for such determination and shall, resale restrictions applicable to the fullest extent permitted by lawShares, nominatethe Warrants, appoint or elect another individual designated for nominationthe Warrant Shares, election or appointment the Agent’s Options, the Agent’s Option Shares and the Agent’s Option Warrant Shares under the Applicable Securities Laws; (iv) at the time of Closing, the Agent shall have received a favourable legal opinion from the Corporation’s United States counsel, dated the Closing Date and addressed to the Board by the Original Member Related Parties (subject Agent and its legal counsel, in each case to this Section 4(b)). The Board form and the Corporation shall, substance satisfactory to the fullest extent permitted by lawAgent and its counsel, take all Necessary Action required by this Section 4 acting reasonably, with respect to the election availability of an exemption from the registration requirements under the securities laws of the United States in connection with sale in the United States of the Units by the Corporation in connection with the Private Placement; (v) at the Time of Closing, such substitute designees certificates of officers of the Corporation, addressed to the BoardAgent and to its legal counsel and dated as of the Closing Date, in form and content acceptable to the Agent, acting reasonably, relating to the offer and sale of the Units and such other matters as the Agent may reasonably require; and (vi) at the Time of Closing, such other materials as the Agent may reasonably require, addressed to the Agent and to such parties as the Agent may direct and as of the Closing Date or such other date as the Agent may reasonably require; (f) within the required time, file with the applicable Regulatory Authorities any reports, in the required form, required to be filed under Applicable Securities Laws and the policies of the Exchange in connection with the Private Placement, together with any applicable filing fees and other materials; (g) take all steps reasonably necessary to ensure that it has a sufficient number of common shares of the Corporation available for issuance to satisfy its obligations under the Warrants, the Fee Warrants, the Agent’s Options and the Agent’s Option Warrants and prior to Closing shall have reserved and allotted for issuance the Warrant Shares, the Fee Shares, the Agent’s Option Shares and the Agent’s Option Warrant Shares; (h) from and including the date of this Agreement through to and including the Time of Closing, do all such acts and things necessary to ensure that all of the representations and warranties of the Corporation contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement remain true and correct; and (i) from and including the date of this Agreement through to and including the Time of Closing, not do any such act or thing that would render any representation or warranty of the Corporation contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement untrue or incorrect.

Covenants of the Corporation. 6.1 Forthwith following execution of this Agreement, the Corporation will use its reasonable best efforts to take or cause to be taken all steps and proceedings that may be necessary under the Securities Legislation, including but not limited to the filing of the Prospectus and the obtaining of a final receipt for the Prospectus from the Commissions to qualify the Offered Common Shares for distribution to the public resident in the Offering Jurisdictions through the Agent and sub-agents or other registered securities dealers and to qualify for distribution the Agent’s Option. 6.2 The Corporation shall promptly notify the Agent in writing of full particulars of any actual, anticipated or threatened Material Change which triggers the requirement to file an amended Prospectus, during the period of distribution to the public of the Offered Common Shares pursuant to the Offering: (a) in the business or affairs of the Corporation; or (b) in the directors or officers of the Corporation; or (c) in any material fact contained or referred to in the Preliminary Prospectus or the Prospectus supplied by the Corporation, which is of such a nature as to render the Preliminary Prospectus or the Prospectus, misleading or untrue; or (d) in the affairs of the Corporation which reasonably may be construed as having a material effect on the truthfulness of any of the representations and warranties contained in Article 5; and the Corporation shall file under the applicable Securities Legislation, with all possible dispatch, and in any event within any statutory limitation therefore, such new or correcting information, amendments and other documents as required by the applicable Securities Legislation. The Corporation shall further provide the Agent with such copies of such information, amendments or other documents as the Agent may reasonably require. 6.3 The Corporation shall in good faith discuss with the Agent any change in circumstances which is of a nature that there is reasonable doubt as to whether notice in writing need be given to the Agent pursuant to Section 6.2. 6.4 The Corporation covenants with the Agent that it will advise the Agent promptly of any request of the Commissions, the Exchange or other regulatory body for any amendment to the Preliminary Prospectus or the Prospectus or for any additional information prior to the Closing, or the issuance by the Commissions, the Exchange or any other regulatory body of any cease trading order or suspension order relating to the Common Shares or of the institution of any such proceedings prior to the Closing. The Corporation covenants to use its best efforts to prevent the issuance of any such cease trading order or suspension order and, if issued, to obtain the withdrawal thereof as soon as possible. 6.5 The Corporation from time to time at its expense, shall deliver to the Agent, at the direction of the Agent, as many commercial copies of the Preliminary Prospectus and the Prospectus (and in the event of an amendment, of such amended Preliminary Prospectus or Prospectus) as the Agent may reasonably request , and any such delivery shall constitute the consent of the Corporation to the use thereof in connection with the Offering subject to the provisions of Securities Legislation relating thereto. 6.6 Delivery of the Prospectus shall constitute a representation and warranty by the Corporation to the Agent that all information and statements (except information and statements relating solely to or provided solely by the Agent) contained in the Preliminary Prospectus and the Prospectus are true and correct in all material respects at the time of delivery thereof and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and that no material fact has been omitted therefrom (except facts relating solely to the Agent) which is required to be stated therein or is necessary to make the statements or information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Corporation’s consent to the Agent’s use of the Preliminary Prospectus and the Prospectus supplied to the Agent by the Corporation for the distribution of the Offered Common Shares in the Offering Jurisdictions in compliance with the provisions of this Agreement and applicable Securities Legislation. (a) The Corporation covenants and agrees to take protect, indemnify and save harmless the Agent, its directors, officers and employees who are acting in respect of the matters contemplated hereby (collectively the “Indemnified Parties”) from and against all Necessary Action to cause losses, claims, damages, liabilities, costs or expenses (other than loss of profits), in any way caused, sustained or incurred by reason of or resulting directly from: (i) any statement or information contained in or omitted from the Board Preliminary Prospectus, the Prospectus any amended Prospectus and additional or ancillary material, information, evidence, return, report, application, statement, table or document that may be filed, or required to be comprised at least of seven (7) Directors filed, in connection with the Offering under the Securities Legislation, except statements or such other number of Directors as the Board may determine, subject information relating solely to the terms Agent, which, at the time and in light of this Agreementthe circumstances under which it was made, was false or misleading with respect to any material fact or which omits to state any material fact, the Charter omission of which makes the statement false or the Bylaws of the Corporation; misleading; (ii) the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected at the next annual or special meeting of stockholders any representations and warranties of the Corporation at which Directors are to be electedcontained herein being false or misleading in any material respect or a breach, in accordance with the Bylawsany material respect, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders covenants of the Corporation thereafter at which such Director’s term expires; contained herein; (iii) any prohibition or restriction of trading in the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law securities of the State Corporation or any prohibition affecting the distribution of Delaware and the New York Stock Exchange rules and Offered Common Shares which may be ordered by any one or more competent authorities if such prohibition is based on any statement or omission made by the Corporation in the Prospectus; (iv) Xxxxxx Xxxxx the Prospectus failing to be the initial Chairperson of the Board. (b) The Original Member Related Parties shall comply with the requirements of the Charter Securities Legislation in the Offering Jurisdictions so as to permit the lawful sale of the Offered Common Shares or by reason of the Corporation having failed to take or cause to be taken such steps or proceedings as were necessary to permit the lawful sale of the Offered Common Shares as contemplated by the Prospectus and Bylaws when designating as contemplated hereby; and (v) any formal inquiry or investigation, whether prior to or subsequent to Closing, into the affairs, records or accounts of the Corporation or into holdings of securities of the Corporation or transactions in securities of the Corporation, which is commenced or contemplated by either of the Commissions or the Exchange, except where same relates solely to the activities of the Agent. (b) If any matter or thing contemplated by Section 6.7(a) shall be asserted against the Indemnified Party, the Indemnified Party shall notify the Corporation as soon as possible of the nature of such claim and nominating individuals as Directorsthe Corporation shall be entitled (but not required) to assume the defense of any suit brought to enforce such claim; provided however, that the defense shall be through legal counsel acceptable to the Indemnified Party, acting reasonably, and that no settlement may be made by the Corporation or the Indemnified Party without prior written consent of the other. If the Corporation assumes the defense of any such suit, the Indemnified Party shall continue to have the right to employ its own counsel, which shall be acceptable to the Corporation, in each case, any proceeding relating to the claim contemplated by Section 6.7(a) and the reasonable fees and expenses of such counsel shall be recoverable by the Indemnified Party from the Corporation to the extent that the same shall be covered by the indemnity in Section 6.7(a) if: (i) the Indemnified Party has been advised by such requirements counsel that there may be legal defenses available to it which are applicable different from or additional to Directors generally. Notwithstanding anything defenses available to the contrary set forth herein, Corporation (in which case the event that Corporation shall not have the Board determines, right to assume the defense of such proceedings on the Indemnified Party’s behalf); (ii) the Corporation shall not have undertaken the defense of such proceedings and employed counsel within sixty fifteen (6015) days after compliance notice of commencement of such proceedings; or (iii) the employment of such counsel has been authorized by the Corporation in connection with the first sentence defense of such proceedings. (c) To the extent that any Indemnified Party is not a party to this Agreement, the Agent shall obtain and hold the right and benefit of this Section 4(b)section in trust for and on behalf of such Indemnified Party. (d) In the event that, for any reason, the indemnity provided for in this section, is illegal or unenforceable, the Agent and the Corporation shall contribute to the aggregate of all losses, claims, costs, damages, expenses or liabilities of the nature provided in this section such that the Agent shall be responsible for that portion represented by the percentage that the Agent’s Commission herein bears to the gross proceeds from the Offering and the Corporation shall be responsible for the balance. Notwithstanding the foregoing, a person guilty of fraudulent misrepresentation shall not be entitled to contribution from any other party. Any party entitled to contribution will, promptly after receiving notice of commencement of any claim, action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this subsection, notify such party or parties from whom contribution may be sought. In no case shall such party from whom contribution may be sought be liable under this subsection unless such notice shall have been provided, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any other obligation it may have otherwise than under this subsection. The right to contribution provided in this subsection shall be in addition to and not in derogation of any other right to contribution which the Agent may have by statute or otherwise by law. (e) The Corporation hereby consents to personal service, jurisdiction and venue in any court in which any claim which is subject to indemnification hereunder is brought against any Indemnified Party and to the assignment of the benefit of this section to any Indemnified Party for the purpose of enforcement, provided that nothing herein shall limit the Corporation’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claim. 6.8 The Corporation will take all necessary action to register the Corporation in a timely manner, whenever the business or property of the Corporation makes such registration necessary. 6.9 The Corporation will take all necessary action to complete its application for listing of the Common Shares on the Exchange with all reasonable diligence after the Closing, but in any event, the Corporation shall submit all required documents for listing on the Exchange within 30 days of the Closing Date. 6.10 The Corporation will promptly deliver to the Agent all documents or information requested by the Agent in relation to the transactions contemplated in this Agreement and in relation to the performance by the Agent of its due diligence investigations in respect of the Preliminary Prospectus and the Prospectus and the listing of the Common Shares on the Exchange, including, without limitation, Personal Information Forms for all insiders and directors, financial statements, consent of insiders to background, credit, educational and other checks, shareholders lists, etc. 6.11 The Agent can, in good faithits sole discretion, after consultation with outside legal counselretain at the Corporation’s expense, that any agents, experts, professionals or others which it deems necessary or advisable in order to perform its nomination, appointment or election of a particular Director designated obligations and due diligence procedures under this Agreement and in accordance with Section 1 the Policy and Exchange policies generally, and the Corporation covenants that it will comply with all reasonable requests by such agents, experts or Section 2professionals in respect of their investigations into the business and affairs of the Corporation, as applicable, would constitute a breach of its fiduciary duties including any requests for access to the Corporation’s stockholders or does not otherwise operations, property and facilities. 6.12 Until the Corporation completes a Qualifying Transaction, the Corporation will comply with any requirements all applicable provisions of the Charter or Bylaws, then the Board shall inform the Original Member Related Parties of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the Original Member Related Parties (subject in each case to this Section 4(b))Policy. The Board Corporation will use commercially reasonable efforts to maintain its status as a reporting issuer not in default of any Securities Legislation in the Offering Jurisdictions for a period of 24 months following the date that its Common Shares are listed and posted for trading on the Corporation shall, Exchange and will use its commercially reasonable efforts to maintain its listing on the fullest extent permitted by law, take all Necessary Action required by this Section 4 with respect Exchange during such 24 months and to the election of complete a Qualifying Transaction within such substitute designees to the Board24 months.

Covenants of the Corporation. The Corporation covenants to and with the Warrant Agent that so long as any Warrants remain outstanding and may be exercised: (a) The Corporation agrees it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to take all Necessary Action satisfy its obligations to issue Common Shares upon the exercise of the Warrants; (b) it will cause (i) the Board Common Shares and the certificates representing the Common Shares subscribed and paid for pursuant to the exercise of the Warrants to be comprised at least of seven (7) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement, the Charter or the Bylaws of the Corporation; (ii) the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, duly issued and delivered in accordance with the Bylaws, Charter Warrant Certificates and General Corporation Law the terms hereof; (c) all Common Shares which shall be issued upon exercise of the State of Delaware right to purchase provided for herein and at each annual meeting of stockholders in the Warrant Certificates, upon payment of the Corporation thereafter at which such Director’s term expires; Exercise Price herein provided for and in the Warrant Certificates and upon compliance with the other applicable terms and conditions hereof and thereof, shall be fully paid and non-assessable; (iiid) it will give to the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the BoardWarrantholders, in accordance with the Bylawsmanner provided in Section 3.5 hereof, Charterand to the Warrant Agent in the manner provided in Section 13.1 hereof, Securities Lawsnotice of a record date, General Corporation Law or effective date, as the case may be, for any event referred to in Article 5 hereof which may give rise to an adjustment in the Exercise Price or in the number of Common Shares purchasable upon the State exercise of Delaware and the New York Stock Exchange rules and (iv) Xxxxxx Xxxxx to be the initial Chairperson of the Board. (b) The Original Member Related Parties shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as DirectorsWarrants and, in each case, to such notice shall specify the extent particulars of such requirements are applicable to Directors generally. Notwithstanding anything to event and the contrary set forth hereinrecord date, in or the event effective date, for such event, provided that the Board determinesCorporation shall only be required to specify in such notice such particulars of such event as shall have been fixed and determined on the date on which such notice is given, within sixty and such notice shall be given concurrently with notice of such event to holders of Common Shares; (60e) days after compliance with it will maintain its corporate existence, provided that this subsection 7.1(e) shall not restrict the first sentence of this Section 4(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of Corporation from completing a particular Director designated Capital Reorganization in accordance with Section 1 or Section 2subsection 5.2(d); (f) it will not take any other action which might deprive the Warrantholders of the opportunity of exercising their right of purchase pursuant to the Warrants held by such Persons during the period of notice required by subsection 5.5(a); (g) it will give written notice of the issue of Common Shares pursuant to the exercise of Warrants, if required and in such detail as applicablemay be required, would constitute a breach to each securities regulatory authority in each relevant jurisdiction pursuant to applicable law; (h) it will promptly notify the Warrant Agent and the Warrantholders in writing of any material default under the terms of this Warrant Indenture which remains unrectified for more than fifteen (15) days following its occurrence; and (i) it will perform all of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements covenants and carry out all of the Charter acts or Bylaws, then the Board shall inform the Original Member Related Parties of such determination things to be done by it as provided in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the Original Member Related Parties (subject in each case to this Section 4(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 4 with respect to the election of such substitute designees to the BoardIndenture.

Covenants of the Corporation. The Corporation further agrees to do as follows: (a) The the covenants made by the Corporation agrees to take all Necessary Action to cause (i) the Board to be comprised at least of seven (7) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement, the Charter or the Bylaws of the Corporation; (ii) the individuals designated in accordance with Section 1 to be included in the slate of nominees to Subscription Agreements will be elected at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance complied with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the New York Stock Exchange rules and (iv) Xxxxxx Xxxxx to be the initial Chairperson of the Board.fully; (b) The Original Member Related Parties permit the Agent and its counsel to participate fully in the preparation of the Transaction Documents and allow the Agent and its counsel to conduct all due diligence which the Agent may reasonably require; (c) forthwith after the Closing (as hereinafter defined), file such documents as may be required under the applicable securities laws of the Selling Jurisdictions relating to the private placement of the Units which, without limiting the generality of the foregoing, shall comply include a Form 45-106F1 in Ontario, Alberta and British Columbia; (d) complete the distribution of the Offered Securities in compliance with the requirements of applicable securities legislation in the Charter and Bylaws when designating and nominating individuals Selling Jurisdictions; (e) to use its best efforts to maintain its status as Directorsa reporting company not in default of applicable securities laws, in each caseall jurisdictions where it is presently a reporting company, to the extent such requirements are and as a corporation in good standing under applicable to Directors generally. Notwithstanding anything to the contrary set forth hereincorporate laws, in the event until December 31, 2008 provided that the Board determinesforegoing shall not restrict the ability of the Corporation to complete a merger, within sixty sale, acquisition or other similar transaction, one of the results of which is that the Corporation ceases to be a reporting issuer in any or all of such jurisdictions; (60f) days after compliance to use its best efforts to file with the first sentence of this Section 4(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of US Securities and Exchange Commission a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to registration statement on Form SB-2 registering for resale at the Corporation’s stockholders or does not otherwise comply with any requirements option of the Charter or Bylawssubscribers of the Units, then the Board shall inform common stock underlying the Original Member Related Parties Units, the Broker’s Warrant and the BW Shares (the “Registration Statement”) and have the registration statement declared effective within 120 days of such determination in writing the Closing of the Offering; (g) Prior to commencing any operations, Searchlight Minerals Corp. will obtain all necessary permits and explain in reasonable detail the basis for such determination post all reclamation and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board surety bonds required by the Original Member Related Parties (subject in each case to this Section 4(b)). The Board Federal Surface Management Regulations promulgated by the Department of the Interior, and the Corporation shallreclamation and permitting regulations promulgated by the Nevada Division of Environmental Protection, to the fullest extent permitted by lawBureau of Mining Regulation and Regulation, take Nevada Administrative Code, or any and all Necessary Action required by this Section 4 with respect to the election of such substitute designees to the Boardsimilar or successor regulations.