Common use of General Contract Provisions Clause in Contracts

General Contract Provisions. 14.1 Except as otherwise provided herein, no party shall assign any of its rights, title and interest under this Agreement or in the Limited Partnership, under pain of nullity. 14.2 All notices or other communications required or permitted under this Agreement shall be in writing and shall be given or made either by delivering the same personally or by courier, by telegram, telecopy, or by mailing the same first class mail, postage prepaid, and either registered or certified, return receipt requested, addressed to the party at the addresses set forth below or at such other addresses as may from time to time be designated by notice given to the other parties, in the manner provided for in this Section 14.2: If to the General Partner: Madacy sp Inc. 0000 Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 Telecopier: (000) 000-0000 with a copy to: Xxx Xxxx Xxxx Xxxxx Xxxxx Xxxxx, XX X.X.X. 00000 Telecopier: (000) 000-0000 If to the Madacy Partner: 0000 Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 Telecopier: (000) 000-0000 with a copy to: Xxxxxxxxxx 0000 Xxxxxxxxxx Xxxxxx Xxxx 00xx Xxxxx Xxxxxxxx, Xxxxxx X0X 0X0 Telecopier: (000) 000-0000 If to the Traffix Partner or One Blue Hill Plaza Traffix Inc. Xxxxx Xxxxx, XX X.X.X. 00000 Telecopier: (000) 000-0000 with a copy to: 0000 Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 Telecopier: (000) 000-0000 Feder, Kaszovitz, Isaacson, Weber, Xxxxx, Bass & Rhine LLP 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Telecopier : (000) 000-0000 Notices, communications or other deliveries shall be dated as of the date of sending thereof and shall be conclusively deemed to have been given and received, if delivered personally or by courier on the date of delivery, if given by telecopier on the next Business Day after sending, and if given by mail on the date of its actual receipt as illustrated by the post office’s records. 14.3 Each party hereto hereby agrees that upon the written request of the other party it will do all such acts and execute all such further documents, and will cause the doing of all such acts and will cause the execution of all such further documents as are within its power to cause the doing or execution of, as the other party hereto may from time to time reasonably request be done and/or executed in order to better evidence and/or perfect any of the provisions hereof or any of the rights, powers, discretions, duties and obligations intended to be created hereby and/or in order to effectuate any provision hereof or of any such further document. 14.4 Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 14.5 This Agreement may be executed in a number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. 14.6 This Agreement contains the entire understanding between the Partners and supersedes any prior understanding and agreements between them respecting the subject matter hereof. There are no representations, warranties, agreements, arrangements or understandings, oral or written, between the Partners relating to the subject of this Agreement which are not fully expressed herein. 14.7 No remedy or election given by any provision in this Agreement shall be deemed exclusive unless so indicated, but each shall, wherever possible, be cumulative in addition to all other remedies at law which either party may have arising out of an Event of Default of the other party. 14.8 This Agreement is made solely and specifically between and for the benefit of the parties hereto and their respective successors and assigns, subject to the express provisions hereof relating to successors and assigns, and no other Person whatsoever shall have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise. 14.9 The parties acknowledge that they have required that this Agreement and all related documents be prepared in English.

General Contract Provisions. 14.1 Except as otherwise provided herein, no party shall assign any of its rights, title and interest under this Agreement or in the Limited Partnership, under pain of nullity. 14.2 All notices Any notice or other communications required or permitted under this Agreement communication to be given hereunder shall be in writing and shall be given or made either by delivering the same personally delivery or by courierfacsimile, by telegram, telecopy, or by mailing the same first class mail, postage prepaid, and either registered or certified, return receipt requested, addressed as follows: if to the party at the addresses set forth below or at such other addresses as may from time to time be designated by notice given to the other partiesCorporation: Northern Orion Explorations Ltd. 0000 Xxxx Xxxxxxx Xxxxxx Vancouver, in the manner provided for in this Section 14.2British Columbia V6E 3C9 Attention: If to the General Partner: Madacy sp Inc. 0000 Xxxxxx Xxxx. Suite 102 MontrealXxxxx, Quebec H3R 3L5 TelecopierChairman Facsimile No.: (000) 000-0000 with a copy to: Xxx Xxxx Xxxx Xxxxx Xxxxx XxxxxStikeman Elliott LLP Suite 1700 000 Xxxxxxx Xxxxxx Vancouver, XX X.X.X. 00000 TelecopierBritish Columbia V6C 2X8 Attention: Xxxxxxx XxXxxxx Facsimile No. (000) 000-0000 If or if to the Madacy PartnerUnderwriters: 0000 Xxxxxxxxx XxXxxxxx & Partners 000 Xxxx Xxxxxx Xxxx. Xxxx Suite 102 Montreal1100 Toronto, Quebec H3R 3L5 TelecopierOntario M5H 1J8 Attention: Xxxx Xxxxxxxx Facsimile No.: (000) 000-0000 with a copy to: Xxxxxxxxxx Xxxxxxx Xxxxx & Xxxxxxxxx LLP Scotia Plaza 0000 Xxxxxxxxxx - 00 Xxxx Xxxxxx Xxxx 00xx Xxxxx XxxxxxxxToronto, Xxxxxx X0X 0X0 TelecopierOntario M5H 3C2 Attention: Xxxx X. Xxxxxxx Facsimile No. (000) 000-0000 If to the Traffix Partner or One Blue Hill Plaza Traffix Inc. Xxxxx Xxxxxand if so given, XX X.X.X. 00000 Telecopier: (000) 000-0000 with a copy to: 0000 Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 Telecopier: (000) 000-0000 Feder, Kaszovitz, Isaacson, Weber, Xxxxx, Bass & Rhine LLP 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Telecopier : (000) 000-0000 Notices, communications or other deliveries shall be dated as of the date of sending thereof and shall be conclusively deemed to have been given and received, if delivered personally or by courier on the date of delivery, if given by telecopier on the next Business Day after sending, and if given by mail on the date of its actual received upon receipt as illustrated by the post office’s recordsaddressee or a responsible officer of the addressee if delivered, or four hours after being sent by facsimile and receipt confirmed during normal business hours at the location of the recipient, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or telecopier number. 14.2 This Agreement and the other documents herein referred to constitute the entire agreement between the Underwriters and the Corporation relating to the subject matter hereof and supersede all prior agreements between the Underwriters and the Corporation with respect to their respective rights and obligations in respect of the Offering. Notwithstanding the foregoing, for greater certainty, those sections of the engagement letter dated as of April 9, 2003 between the Corporation and GMP under the heading "Financial Advisory Engagement" shall continue in full force and effect. 14.3 Each party hereto hereby agrees that upon the written request of the other party it will do all such acts and execute all such further documents, and will cause the doing of all such acts and will cause the execution of all such further documents as are within its power to cause the doing or execution of, as the other party hereto may from time to time reasonably request be done and/or executed in order to better evidence and/or perfect any of the provisions hereof or any of the rights, powers, discretions, duties and obligations intended to be created hereby and/or in order to effectuate any provision hereof or of any such further document. 14.4 Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 14.5 This Agreement may be executed by facsimile and in a number of counterpartsone or more counterparts which, each of which together, shall be deemed constitute an original copy hereof as of the date first noted above. If this Agreement accurately reflects the terms of the transaction which we are to enter into and all of which shall constitute if such terms are agreed to by the Corporation, please communicate your acceptance by executing where indicated below and returning one and the same Agreement. 14.6 This Agreement contains the entire understanding between the Partners and supersedes any prior understanding and agreements between them respecting the subject matter hereof. There are no representations, warranties, agreements, arrangements or understandings, oral or written, between the Partners relating originally executed copy to the subject of this Agreement which are not fully expressed herein. 14.7 No remedy or election given by any provision in this Agreement shall be deemed exclusive unless so indicatedUnderwriters. Yours very truly, but each shall, wherever possible, be cumulative in addition to all other remedies at law which either party may have arising out of an Event of Default By: _"Xxxx Xxxxxxxx"____ By: _"Xxxxxx Xxxxxxxxx"_______________ Xxxx Xxxxxxxx Xxxxxx Xxxxxxxxx By: _ "Xxxxx Xxxxx"___________ By: "Xxxx Xxxxxxxxxxxxxx"___________ Xxxxx Xxxxx Xxxx Xxxxxxxxxxxxxx By: "Xxxxxxx Xxxxxx"_________________ By: "Xxxxxxxx X. Xxxxxx" Xxxxxxx Xxxxxx Xxxxxxxx X. Xxxxxx By: "Xxxxx Xxxx" Xxxxx Xxxx The foregoing accurately reflects the terms of the other party. 14.8 This Agreement is made solely transaction which we are to enter into and specifically between and for the benefit such terms are agreed to with effect as of the parties hereto date first above written. By: "Xxxxxx Xxxxx"______ Xxxxxx Xxxxx, Chairman Northern Orion Explorations Ltd. (the "Corporation") Special Warrants exercisable to acquire one common share (individually a "Share" and their respective successors collectively "Shares") and assignsone-half of one common share purchase warrant (individually, subject a "Warrant" and collectively, "Warrants"). Each Share and one-half of a Warrant are collectively referred to herein as a "Unit". Each whole Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of $0.20 per Common Share at any time on or prior to the express provisions hereof relating to successors and assigns, and no other Person whatsoever date that is 60 months following the Closing Date (as hereinafter defined). 684,931,507 Special Warrants for aggregate gross proceeds of Cdn$89,041,095.91. Cdn$0.13 per Special Warrant. The Underwriters shall have an option to purchase up to an additional 158,061,117 Special Warrants (Cdn$20,547,945.21) at the Issue Price at any rights, interest, or claims hereunder or be entitled time prior to any benefits under or on account of this Agreement as a third party beneficiary or otherwisethe date which is thirty (30) days following the Closing Date. 14.9 The parties acknowledge that they have required that this Agreement and all related documents be prepared in English.

General Contract Provisions. 14.1 Except as otherwise provided herein, no party shall assign any of its rights, title and interest under this Agreement or in the Limited Partnership, under pain of nullity. 14.2 All notices 15.1 Any notice or other communications required or permitted under this Agreement communication to be given hereunder shall be in writing and shall be given or made either by delivering the same personally delivery or by couriertelecopier, by telegram, telecopy, or by mailing the same first class mail, postage prepaid, and either registered or certified, return receipt requested, addressed as follows: if to the party at the addresses set forth below or at such other addresses as may from time to time be designated by notice given to the other partiesCompany: Aurizon Mines Ltd. Suite 900 - 500 Xxxxxxx Xxxxxx Xxxxxxxxx, in the manner provided for in this Section 14.2Xxxxxxx Xxxxxxxx X0X 0X0 Attention: If to the General Partner: Madacy sp Inc. 0000 Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 TelecopierDxxxx X. Xxxx Telecopier Number: (000) 000-0000 with a copy to: Xxx DuMoulin Black 10th Floor - 500 Xxxx Xxxx Xxxxx Xxxxx XxxxxXxxxxx Vancouver, XX X.X.X. 00000 TelecopierBritish Columbia V6C 2T5 Attention: Sxxxxxx X. Xxxxxx Telecopier Number: (000) 000-0000 If or if to the Madacy PartnerUnderwriters: National Bank Financial Inc. The Exchange Tower 100 Xxxx Xxxxxx Xxxx Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Wxxxxxx X. Xxxxxxxxxx Telecopier Number: (000) 000-0000 - and - Hxxxxxx Securities Inc. Bay Wellington Tower, BCE Place 100 Xxx Xxxxxx Xxxx. Suite 102 MontrealXxxxx 000, Quebec H3R 3L5 TelecopierX.X. Xxx 000 Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Jxxx X. Xxxxxxx Telecopier Number: (000) 000-0000 with a copy to: Xxxxxxxxxx 0000 Xxxxxxxxxx Xxxxxx Xxxx 00xx Fogler, Rxxxxxxx XXX Xxxxx Xxxxxxxx0000, Xxxxxx X0X 0X0 TelecopierX. X. Xxx 00 Xxxxx Trust Tower Toronto-Dominion Centre Toronto Ontario M5K 1G8 Attention: Gxxx X. Xxxxxxx Telecopier Number: (000) 000-0000 If to the Traffix Partner or One Blue Hill Plaza Traffix Inc. Xxxxx Xxxxxand if so given, XX X.X.X. 00000 Telecopier: (000) 000-0000 with a copy to: 0000 Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 Telecopier: (000) 000-0000 Feder, Kaszovitz, Isaacson, Weber, Xxxxx, Bass & Rhine LLP 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Telecopier : (000) 000-0000 Notices, communications or other deliveries shall be dated as of the date of sending thereof and shall be conclusively deemed to have been given and received, if delivered personally or by courier on the date of delivery, if given by telecopier on the next Business Day after sending, and if given by mail on the date of its actual received upon receipt as illustrated by the post office’s records. 14.3 Each party hereto hereby agrees that upon the written request addressee or a responsible officer of the other party it will do all such acts addressee if delivered, or four hours after being telecopied and execute all such further documents, and will cause the doing of all such acts and will cause the execution of all such further documents as are within its power to cause the doing or execution ofreceipt confirmed during normal business hours, as the other case may be. Any party hereto may from time may, at any time, give notice in writing to time reasonably request be done and/or executed the others in order to better evidence and/or perfect any of the provisions hereof or any of the rights, powers, discretions, duties and obligations intended to be created hereby and/or in order to effectuate any provision hereof or manner provided for above of any such further documentchange of address or telecopier number. 14.4 Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 14.5 15.2 This Agreement may be executed in a number of counterparts, each of which shall be deemed an original and all of which shall constitute one agreement and the same Agreement. 14.6 This Agreement contains other documents herein referred to constitute the entire understanding agreement between the Partners Underwriters and supersedes any prior understanding and agreements between them respecting the subject matter hereof. There are no representations, warranties, agreements, arrangements or understandings, oral or written, between the Partners Company relating to the subject matter hereof and supersedes all prior agreements between the Underwriters and the Company with respect to their respective rights and obligations in respect of the Offering, including the engagement letter between NBF, on its own behalf and on behalf of Hxxxxxx Securities Inc., and the Company dated May 31, 2002 and reconfirmed on June 3, 2002. 15.3 Time shall be of the essence of this Agreement which are not fully expressed hereinagreement and of every part hereof and no extension or variation of this agreement shall operate as a waiver of this provision. 14.7 No remedy 15.4 The parties hereto covenant and agree to sign such other documents, do and perform and cause to be done and performed such further and other acts and things as may be necessary or election given by desirable in order to give full effect to this agreement and every provision of it. 15.5 Other than as otherwise provided herein, no party to this agreement may assign this agreement, any provision in this Agreement shall be deemed exclusive unless so indicated, but each shall, wherever possible, be cumulative in addition to all other remedies at law which either party may have arising out of an Event of Default part hereof or its rights hereunder without the prior written consent of the other party. 14.8 This Agreement is made solely and specifically between and for . Subject to the foregoing, this agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. 15.6 In the event that any provision or part of this agreement shall be deemed void or invalid by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full force and effect. If, in any judicial proceeding, any provision of this agreement is found to be so broad as to be unenforceable, it is hereby agreed that such provision shall be interpreted to be only so broad as to be enforceable. 15.7 This agreement may be executed by telecopier and in one or more counterparts which, together, shall constitute an original copy hereof as of the date first noted above. If this agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Company, please communicate your acceptance by executing where indicated below and returning by telecopier one copy and returning by courier one originally executed copy to NBF (Attention: Wxxxxxx X. Xxxxxxxxxx). Yours very truly, Per: Authorized Signing Officer Per: Authorized Signing Officer The foregoing accurately reflects the terms of the transaction which we are to enter into and such terms are agreed to and with effect as of the date first above written. Per: Name: Dxxxx X. Xxxx Title: President and Chief Executive Officer Offered Securities: 7,100,000 Subscription Receipts or, if the Approval Date has occurred prior to the Closing Date, 7,100,000 Shares to be issued by way of private placement exemptions from the prospectus requirements, subject to receipt of any applicable regulatory, director, shareholder and stock exchange approvals. Subscription Receipts: Subject to Escrow of Proceeds below, each Subscription Receipt (if the express provisions hereof relating Offered Securities are to successors be issued as Subscription Receipts) will entitle the holder thereof, upon the automatic exercise thereof and assignswithout payment of any additional consideration therefor, to be issued one Underlying Share. All outstanding Subscription Receipts will be deemed to be exercised and no other Person whatsoever the Underlying Shares issued as at 5:00 p.m. (Vancouver time) on the Approval Date (provided that the Approval Date occurs on or before the later of June 30, 2002 and the Closing Date) without any further action on the part of the holder and the Subscription Receipts shall thereafter be deemed to have any rightsbeen cancelled. Price: $1.15 per Subscription Receipt or Share, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwiseapplicable. 14.9 The parties acknowledge that they have required that this Agreement and all related documents be prepared in English.

General Contract Provisions. 14.1 Except as otherwise provided herein, no party shall assign any of its rights, title and interest under this Agreement or in the Limited Partnership, under pain of nullity. 14.2 All notices 15.1 Any notice or other communications required or permitted under this Agreement communication to be given hereunder shall be in writing and shall be given or made either by delivering the same personally delivery or by couriertelecopier, by telegram, telecopy, or by mailing the same first class mail, postage prepaid, and either registered or certified, return receipt requested, addressed to the party at the addresses set forth below or at such other addresses as may from time to time be designated by notice given to the other parties, in the manner provided for in this Section 14.2follows: If to the General Partner: Madacy sp Ur-Energy Inc. 0000 Xxxxx Xxxx P. O. Xxx 000 Xxxxxxxx, Xxxxxxx X0X 0X0 Attention: Xxxxxxx Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 TelecopierTelecopier Number: (000) 000-0000 with a copy to: Xxx Xxxx Xxxx XxXxxxxx Xxxxxxxx XXX Suite 1400, The Xxxxxxxx 00 Xxxxx Xxxxx XxxxxXxxxxx Xxxxxx, XX X.X.X. 00000 TelecopierXxxxxxx X0X 0X0 Attention: Xxxxxxxx Xxxxxxxxxx Telecopier Number: (000) 000-0000 If to the Madacy PartnerGMP Securities L.P. 000 Xxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Attention: 0000 Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 TelecopierXxxx Xxxxxxxx Telecopier Number: (000) 000-0000 with a copy to: Xxxxxxxxxx 0000 Xxxxxxxxxx Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx 00xx Xxxxx XxxxxxxxXxxxxxx, Xxxxxx Xxxxxxx X0X 0X0 TelecopierAttention: Xxxx Xxxxxxx Telecopier Number: (000) 000-0000 If to the Traffix Partner or One Blue Hill Plaza Traffix Inc. Xxxxx Xxxxxand if so given, XX X.X.X. 00000 Telecopier: (000) 000-0000 with a copy to: 0000 Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 Telecopier: (000) 000-0000 Feder, Kaszovitz, Isaacson, Weber, Xxxxx, Bass & Rhine LLP 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Telecopier : (000) 000-0000 Notices, communications or other deliveries shall be dated as of the date of sending thereof and shall be conclusively deemed to have been given and received, if delivered personally or by courier on the date of delivery, if given by telecopier on the next Business Day after sending, and if given by mail on the date of its actual received upon receipt as illustrated by the post office’s records. 14.3 Each party hereto hereby agrees that upon the written request addressee or a responsible officer of the other party it will do all such acts addressee if delivered, or four hours after being telecopied and execute all such further documents, and will cause the doing of all such acts and will cause the execution of all such further documents as are within its power to cause the doing or execution ofreceipt confirmed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or telecopier number. 15.2 This Agreement and the other party hereto may from time documents herein referred to time reasonably request be done and/or executed constitute the entire agreement between the Underwriters and the Company relating to the subject matter hereof and supersede all prior agreements between the Underwriters and the Company with respect to their respective rights and obligations in order to better evidence and/or perfect any respect of the provisions hereof or any Offering, including the revised offer letter between GMP Securities L.P. and the Company dated April 17, 2007 and reconfirmed on April 17, 2007 by GMP Securities L.P. 15.3 Time shall be of the rights, powers, discretions, duties and obligations intended to be created hereby and/or in order to effectuate any provision hereof or of any such further document. 14.4 Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining essence for all provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdictionAgreement. 14.5 15.4 This Agreement may be executed by telecopier and in one or more counterparts which, together, shall constitute an original copy hereof as of the date first noted above. If this Agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Company, please communicate your acceptance by executing where indicated below. Yours very truly, Per: “Xxxxx Xxxx” Authorized Signing Officer Per: “Xxxx Xxxxxx” Authorized Signing Officer Per: “Xxx Xxxxxx” Authorized Signing Officer Per: “Xxxxxx Xxxxxxx” Authorized Signing Officer The foregoing accurately reflects the terms of the transaction which we are to enter into and such terms are agreed to with effect as of the date provided at the top of the first page of this Agreement. Per: “Xxxx XxXxxxx” Authorized Signing Officer This is Schedule “A” to the underwriting agreement dated as of April 23, 2007 between Ur-Energy Inc. and GMP Securities L.P., Xxxxxxx Xxxxx Ltd., Cormark Securities Inc. and Canaccord Capital Corporation. The opinion of the Company's counsel shall be in respect of the following matters: (i) the Company is a “reporting issuer”, or its equivalent, in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario and it is not listed as in default of any requirement of the Applicable Securities Laws in any of such provinces; (ii) the Company is a corporation existing under the Canada Business Corporations Act and has all requisite corporate power to carry on its business as now conducted and to own, lease and operate its property and assets and to execute, deliver and perform its obligations under this Agreement; (iii) the Company is authorized to issue, among other things, an unlimited number of counterparts, common shares; (iv) as to the issued and outstanding common shares and preference shares of the Company; (v) the Company has all necessary corporate power and capacity: (i) to execute and deliver this Agreement and perform its obligations under this Agreement; (ii) to issue and sell the Offered Securities; and (iii) to issue the Over-Allotment Option; and (iv) to issue the Additional Offered Securities upon exercise of the Over- Allotment Option; (vi) all necessary corporate action has been taken by the Company to authorize the execution and delivery of each of which shall be deemed an original and all of which shall constitute one the Preliminary Prospectus and the same Agreement.Final Prospectus and the filing thereof with the Securities Commissions; 14.6 This Agreement contains (vii) upon the entire understanding between payment therefor and the Partners issue thereof, the Offered Securities will have been validly issued as fully paid and supersedes any prior understanding non-assessable; (viii) the Additional Offered Securities issuable upon exercise of the Over-Allotment Option have been validly reserved for issuance by the Company, and agreements between them respecting upon payment at the subject matter hereof. There are no representationspurchase price therefore and the issuance thereof, warranties, agreements, arrangements or understandings, oral or written, between will be validly issued as fully paid and non-assessable; (ix) all necessary corporate action has been taken by the Partners relating Company to authorize the subject execution and delivery of this Agreement which are not fully expressed herein. 14.7 No remedy or election given and the performance of its obligations hereunder and this Agreement has been executed and delivered by any provision the Company and constitute legal, valid and binding obligations of the Company enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement shall may be deemed exclusive unless so indicated, but each shall, wherever possible, be cumulative in addition to all other remedies at limited by applicable law which either party may have arising out of an Event of Default of the other party. 14.8 This Agreement and that enforceability is made solely and specifically between and for the benefit of the parties hereto and their respective successors and assigns, subject to the express provisions of the Limitations Act, 2002 (Ontario); (x) the rights, privileges, restrictions and conditions attaching to the Offered Securities are accurately summarized in all material respects in the Final Prospectus; (xi) all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each Qualifying Provinces have been obtained by the Company to qualify the distribution or distribution to the public of the Offered Securities, the Over-Allotment Option and the Additional Offered Securities in each of the Qualifying Provinces through persons who are registered under applicable legislation and who have complied with the relevant provisions of such applicable legislation; (xii) subject only to the standard listing conditions, the Offered Securities and the Additional Offered Securities have been conditionally listed on the Exchange; (xiii) the form and terms of the definitive certificate representing the common shares at the Company have been approved by the directors of the Company and comply in all material respects with the Canada Business Corporations Act and the rules and by-laws of the Exchange; (xiv) the execution and delivery of this Agreement, the fulfilment of the terms hereof relating by the Company and the issuance, sale and delivery of the Offered Securities to successors be issued and assignssold by the Company at the Time of Closing and the issuance of the Over-Allotment Option, and no the issuance of the Additional Offered Securities upon exercise of the Over-Allotment Option, do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with any of the terms, conditions or provisions of the articles or by-laws of the Company or any applicable corporate law or Applicable Securities Laws; (xv) Equity Transfer & Trust Company has been appointed the transfer agent and registrar for the common shares; (xvi) the Offered Securities and the Additional Offered Securities will, on the Closing Date and the Option Closing Date, be qualified investments under the Income Tax Act (Canada) for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans and registered education savings plans. The Offered Securities will not constitute “foreign property” to deferred income plans and certain other Person whatsoever shall have any rightspersons who are generally exempt from tax; and (xvii) the statements set forth in the Final Prospectus under the caption “Eligibility for Investment”, interestinsofar as they purport to describe the provisions of the laws referred to therein, or claims hereunder or be entitled are fair summaries of the matters discussed therein. This is Schedule “B” to any benefits under or on account the underwriting agreement dated as of this Agreement as a third party beneficiary or otherwise. 14.9 The parties acknowledge that they have required that this Agreement April 23, 2007 between Ur-Energy Inc. and all related documents be prepared in English.GMP Securities L.P., Xxxxxxx Xxxxx Ltd., Cormark Securities Inc. and Canaccord Capital Corporation. ISL Resources Corporation Ontario 100 Ur-Energy USA Inc. Colorado 100 NFU Wyoming, LLC Wyoming 100

General Contract Provisions. 14.1 Except as otherwise provided herein, no party shall assign any of its rights, title and interest under this Agreement or in the Limited Partnership, under pain of nullity. 14.2 All notices Any notice or other communications required or permitted under this Agreement communication to be given hereunder shall be in writing and shall be given or made either by delivering the same personally delivery or by couriertelecopier, by telegram, telecopy, or by mailing the same first class mail, postage prepaid, and either registered or certified, return receipt requested, addressed as follows: if to the party at the addresses set forth below or at such other addresses as may from time to time be designated by notice given to the other partiesCompany to: Alexco Resource Corp. 1150 — 000 Xxxxxxxxx Xxxxxx Xxxxxxxxx, in the manner provided for in this Section 14.2Xxxxxxx Xxxxxxxx X0X 0X0 Attention: If to the General Partner: Madacy sp Inc. 0000 Xxxxxxx Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 TelecopierFax: (000) 000-0000 with a copy to: Xxx DuMoulin Black LLP 10th Floor, 000 Xxxx Xxxxxx Vancouver, British Columbia V6C 2T5 Attention: Xxxxx Xxxx Xxxxx Xxxxx Xxxxx, XX X.X.X. 00000 TelecopierFacsimile: (000) 000-0000 If or if to the Madacy PartnerUnderwriters: Canaccord Financial Ltd. Pacific Centre, Suite 2200 000 Xxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Attention: Xxx Xxxxxx Fax No.: (000) 000-0000 and Cormark Securities Inc. 2800 — 000 Xxx Xxxxxx Xxxx. Suite 102 MontrealXxxxxxx, Quebec H3R 3L5 TelecopierXxxxxxx X0X 0X0 Attention: Xxxxxx Xxxxxxx Facsimile: (000) 000-0000 with a copy to: Xxxxxxxxxx 0000 Xxxxxxxxxx Xxxxxx Xxxx 00xx Xxxxx XxxxxxxxBlake, Xxxxxx Xxxxxxx & Xxxxxxx LLP Suite 2600, Three Bentall Centre 000 Xxxxxxx Xxxxxx, X.X. Xxx 00000 Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 TelecopierAttention: Xxx Xxxxxx Fax No.: (000) 000-0000 If to the Traffix Partner or One Blue Hill Plaza Traffix Inc. Xxxxx Xxxxxand if so given, XX X.X.X. 00000 Telecopier: (000) 000-0000 with a copy to: 0000 Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 Telecopier: (000) 000-0000 Feder, Kaszovitz, Isaacson, Weber, Xxxxx, Bass & Rhine LLP 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Telecopier : (000) 000-0000 Notices, communications or other deliveries shall be dated as of the date of sending thereof and shall be conclusively deemed to have been given and received, if delivered personally or by courier on the date of delivery, if given by telecopier on the next Business Day after sending, and if given by mail on the date of its actual received upon receipt as illustrated by the post office’s recordsaddressee or a responsible officer of the addressee if delivered, or four hours after being telecopied and receipt confirmed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or telecopier number. 14.2 This Agreement and the other documents herein referred to constitute the entire Agreement between the Underwriters and the Company relating to the subject matter hereof and supersedes all prior Agreements between the Underwriters and the Company with respect to their respective rights and obligations in respect of the Offering, including the engagement letter dated January 18, 2010 between the Underwriters and the Company. 14.3 Each party hereto The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principals and not as an agents or fiduciaries of the Company, and (c) the Company’s engagement of the Underwriters in connection with the Offering and the process leading up to the Offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that upon it is solely responsible for making its own judgments in connection with the written request Offering (irrespective of the other party it will do all such acts and execute all such further documents, and will cause the doing of all such acts and will cause the execution of all such further documents as are within its power to cause the doing or execution of, as the other party hereto may from time to time reasonably request be done and/or executed in order to better evidence and/or perfect whether any of the provisions hereof Underwriters has advised or any of is currently advising the rightsCompany on related or other matters). The Company agrees that it will not claim that the Underwriters owe an agency, powers, discretions, duties and obligations intended fiduciary or similar duty to be created hereby and/or the Company in order to effectuate any provision hereof connection with such transaction or of any such further documentthe process leading thereto. 14.4 Any provision Time shall be of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining essence for all provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdictionAgreement. 14.5 This Agreement may be executed by telecopier and in one or more counterparts which, together, shall constitute an original copy hereof as of the date first noted above. If this Agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Company, please communicate your acceptance by executing where indicated below. Yours very truly, Per: /s/ Xxx Xxxxxx Authorized Signing Officer Per: /s/ Xxxxxx Xxxxxxx Authorized Signing Officer The foregoing accurately reflects the terms of the transaction which we are to enter into and such terms are agreed to with effect as of the date provided at the top of the first page of this Agreement. Per: /s/ Xxxxx Xxxxxxx Authorized Signing Officer SCHEDULE “A” The opinion of the Company’s Canadian counsel shall be in respect of the following matters: (i) the Company is a corporation existing under the Business Corporations Act (British Columbia) and has all requisite corporate power and authority to carry on its business as now conducted and to own, lease and operate its property and assets and to execute, deliver and perform its obligations under this Agreement; (ii) the authorized capital of the Company consists of an unlimited number of counterpartscommon shares; (iii) as to the issued and outstanding common shares of the Company; (iv) the Company has all necessary corporate power and capacity: (i) to execute and deliver this Agreement and perform its obligations under this Agreement; (ii) to create, issue and sell the Shares; (iii) to grant the Over-Allotment Option; and (iv) to issue the Additional Shares upon the due and proper exercise of the Over-Allotment Option; (v) all necessary corporate action has been taken by the Company to authorize the execution and delivery of each of which shall be deemed an original and all of which shall constitute one the Prospectuses and the same Agreement.filing thereof with the Securities Commissions and SEC; 14.6 This Agreement contains (vi) upon the entire understanding between payment therefor and the Partners issue thereof, the Shares will have been validly issued as fully paid and supersedes any prior understanding non-assessable; (vii) the Additional Shares issuable upon the exercise of the Over-Allotment Option have been reserved for issuance by the Company and, upon the payment of the purchase price for the Additional Shares and agreements between them respecting the subject matter hereof. There are no representationsissuance thereof, warranties, agreements, arrangements or understandings, oral or written, between will be issued as fully paid and non-assessable; (viii) all necessary corporate action has been taken by the Partners relating Company to authorize the subject execution and delivery of this Agreement which are not fully expressed herein. 14.7 No remedy or election given Agreement, and the performance of its obligations hereunder and this Agreement, has been executed and delivered by any provision the Company and constitutes a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement shall may be deemed exclusive unless so indicated, but each shall, wherever possible, be cumulative in addition to all other remedies at limited by applicable law which either party may have arising out of an Event of Default of the other party. 14.8 This Agreement and that enforceability is made solely and specifically between and for the benefit of the parties hereto and their respective successors and assigns, subject to the express provisions of the Limitation Act (British Columbia); (ix) the rights, privileges, restrictions and conditions attaching to the Shares are accurately summarized in all material respects in the Prospectuses; (x) all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority under the securities laws in each of the Qualifying Provinces have been obtained by the Company to qualify the distribution or distribution to the public of the Shares (including for certainty, the Additional Shares) and the Over-Allotment Option in each of the Qualifying Provinces through persons who are registered under applicable legislation and who have complied with the relevant provisions of such applicable legislation; (xi) subject only to the standard listing conditions, the Shares (and for certainty, the Additional Shares) have been conditionally listed on the TSX; (xii) the execution and delivery of this Agreement, the fulfilment of the terms hereof relating by the Company and the issuance, sale and delivery of the Shares to successors be issued, delivered and assignssold by the Company at the Time of Closing and the issuance of the Additional Shares upon exercise of the Over-Allotment Option do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with any of the terms, conditions or provisions of the articles or by-laws of the Company or the Business Corporations Act (British Columbia); (xiii) Computershare Investor Services Inc. has been duly appointed the transfer agent and registrar for the Shares; and (xiv) the statements set forth in the Prospectuses under the headings (for certainty, including all subheadings under such headings) “Eligibility for Investment”, “Certain Canadian Federal Income Tax Considerations” and “Enforceability of Civil Liabilities” insofar as they purport to describe the provisions of the laws referred to therein, are fair summaries of the matters discussed therein. The opinion of the Company’s United States counsel shall be in respect of the following matters: (i) the Registration Statement is effective under the U.S. Securities Act. Based solely upon the oral advice of a member of the staff of the SEC, no other Person whatsoever shall stop order suspending the effectiveness of the Registration Statement has been issued, and to such counsel’s knowledge no proceedings for that purpose have any rightsbeen initiated or are pending or threatened by the SEC; (ii) based solely on the letter dated •, interest2010 from the NYSE Amex, the Shares have been approved for listing on the NYSE Amex subject to notice of issuance; (iii) although the statements in the Canadian Final Prospectus and the U.S. Final Prospectus under the caption “Certain United States Federal Income Tax Considerations” do not purport to be a complete description of all possible United States federal income tax consequences of the purchase, ownership and disposition of the Common Shares by U.S. Holders (as defined under such caption), such statements constitute a fair and accurate summary of the material United States federal income tax consequences of the purchase, ownership and disposition of the Shares by U.S. Holders; (iv) no consent, approval, authorization or order of, or claims hereunder filing, registration or be entitled to qualification with (collectively, “Consents”), any benefits Governmental Authority is required by the Company under any Applicable Law for the issuance or on account of this Agreement as a third party beneficiary or otherwise. 14.9 The parties acknowledge that they have required that this Agreement and all related documents be prepared in English.sale of

General Contract Provisions. 14.1 Except as otherwise provided herein, no party shall assign any of its rights, title and interest under this Agreement or in the Limited Partnership, under pain of nullity. 14.2 All notices Any notice or other communications required or permitted under this Agreement communication to be given hereunder shall be in writing and shall be given or made either by delivering the same personally delivery or by couriertelecopier, by telegram, telecopy, or by mailing the same first class mail, postage prepaid, and either registered or certified, return receipt requested, addressed as follows: if to the party at the addresses set forth below or at such other addresses as may from time to time be designated by notice given to the other partiesCompany: ADB Systems International Ltd. 0000 Xxxxxxx Xxxx, in the manner provided for in this Section 14.2Xxxxx 000 Xxxxxxxxxxx, Xxxxxxx X0X 0X0 Attention: If to the General Partner: Madacy sp Inc. 0000 Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 TelecopierXxxxxxx Xxxxxxxxx Telecopier Number: (000) 000-0000 with a copy (which will not constitute notice) to: Xxx Gowling Xxxxxxx Xxxxxxxxx LLP 00 Xxxx Xxxxxx Xxxx Xxxxxx Plaza, Suite 5800 Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Xxxxx Xxxxx Xxxxx, XX X.X.X. 00000 TelecopierX. Xxxxxxxx Telecopier Number: (000) 000-0000 If to the Madacy PartnerFirst Associates Investments Inc. BCE Place 900 – 000 Xxx Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attention: 0000 Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 TelecopierXxxx Telecopier Number: (000) 000-0000 with a copy to: Xxxxxxxxxx Xxxxxxx and Xxxx LLP 000 Xxxx Xxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxxx Xxxxxx Xxxx 00xx Xxxxx XxxxxxxxXxxxxxx, Xxxxxx Xxxxxxx X0X 0X0 TelecopierAttention: Xxxx X. Xxxxxxx Telecopier Number: (000) 000-0000 If to the Traffix Partner or One Blue Hill Plaza Traffix Inc. Xxxxx Xxxxxand if so given, XX X.X.X. 00000 Telecopier: (000) 000-0000 with a copy to: 0000 Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 Telecopier: (000) 000-0000 Feder, Kaszovitz, Isaacson, Weber, Xxxxx, Bass & Rhine LLP 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Telecopier : (000) 000-0000 Notices, communications or other deliveries shall be dated as of the date of sending thereof and shall be conclusively deemed to have been given and received, if delivered personally or by courier on the date of delivery, if given by telecopier on the next Business Day after sending, and if given by mail on the date of its actual received upon receipt as illustrated by the post office’s records. 14.3 Each party hereto hereby agrees that upon the written request addressee or a responsible officer of the other party it will do all such acts addressee if delivered, or four hours after being telecopied and execute all such further documents, and will cause the doing of all such acts and will cause the execution of all such further documents as are within its power to cause the doing or execution ofreceipt confirmed during normal business hours, as the other case may be. Any party hereto may from time may, at any time, give notice in writing to time reasonably request be done and/or executed the others in order to better evidence and/or perfect any of the provisions hereof or any of the rights, powers, discretions, duties and obligations intended to be created hereby and/or in order to effectuate any provision hereof or manner provided for above of any such further documentchange of address or telecopier number. 14.4 Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to 14.2 This agreement constitutes the extent of such prohibition or unenforceability without invalidating entire agreement between the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 14.5 This Agreement may be executed in a number of counterparts, each of which shall be deemed an original and all of which shall constitute one Agent and the same Agreement. 14.6 This Agreement contains the entire understanding between the Partners and supersedes any prior understanding and agreements between them respecting the subject matter hereof. There are no representations, warranties, agreements, arrangements or understandings, oral or written, between the Partners Company relating to the subject matter hereof and supersedes all prior agreements between the Agent and the Company with respect to their respective rights and obligations in respect of the Offering. 14.3 Time shall be of the essence of this Agreement which are not fully expressed hereinagreement and of every part hereof and no extension or variation of this agreement shall operate as a waiver of this provision. 14.7 No remedy 14.4 The parties hereto covenant and agree to sign such other documents, do and perform and cause to be done and performed such further and other acts and things as may be necessary or election given by desirable in order to give full effect to this agreement and every provision of it. 14.5 Other than as otherwise provided herein, no party to this agreement may assign this agreement, any provision in this Agreement shall be deemed exclusive unless so indicated, but each shall, wherever possible, be cumulative in addition to all other remedies at law which either party may have arising out of an Event of Default part hereof or its rights hereunder without the prior written consent of the other party. 14.8 This Agreement is made solely and specifically between and for . Subject to the foregoing, this agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. 14.6 In the event that any provision or part of this agreement shall be deemed void or invalid by a court of competent jurisdiction, subject the remaining provisions or parts shall be and remain in full force and effect. If, in any judicial proceeding, any provision of this agreement is found to be so broad as to be unenforceable, it is hereby agreed that such provision shall be interpreted to be only so broad as to be enforceable. 14.7 This agreement may be executed by telecopier and in one or more counterparts which, together, shall constitute an original copy hereof as of the date first noted above. If this agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Company, please communicate your acceptance by executing where indicated below and returning by telecopier one copy and returning by courier one originally executed copy to the express provisions hereof relating Agent (Attention: Xxxxxx Xxxx). Yours very truly, Per: Xxxxxxx Xxxxx Director, Investment Banking The foregoing accurately reflects the terms of the transaction which we are to successors enter into and assigns, such terms are agreed to and no other Person whatsoever shall have any rights, interest, or claims hereunder or be entitled to any benefits under or on account with effect as of this Agreement as a third party beneficiary or otherwise. 14.9 The parties acknowledge that they have required that this Agreement and all related documents be prepared in English.the date first above written. Per: Xxxx Xxxx Chief Financial Officer

General Contract Provisions. 14.1 Except as otherwise provided herein, no party shall assign any of its rights, title and interest under this Agreement or in the Limited Partnership, under pain of nullity. 14.2 All notices Any notice or other communications required or permitted under this Agreement communication to be given hereunder shall be in writing and shall be given or made either by delivering the same personally delivery or by courierfacsimile, by telegram, telecopy, or by mailing the same first class mail, postage prepaid, and either registered or certified, return receipt requested, addressed as follows: if to the party at the addresses set forth below or at such other addresses as may from time to time be designated by notice given to the other partiesCompany: Adira Energy Ltd. 000 Xxxxxxxx Xxxxxx Xxxx Suite 1204 Toronto, in the manner provided for in this Section 14.2Ontario M4V 3A1 Attention: If to the General Partner: Madacy sp Inc. 0000 Xxxxxx Xxxx. Suite 102 MontrealXxxxxxx X. Xxxxxx, Quebec H3R 3L5 TelecopierChief Executive Officer Facsimile Number: (000) 000-0000 with a copy to: Xxxx & Berlis LLP Brookfield Place 000 Xxx Xxxx Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx M5J 2T9 Attention: Xxxxxx Xxxxx Xxxxx, XX X.X.X. 00000 TelecopierXxxxxxxxx: (000) 000-0000 If or if to the Madacy PartnerAgents (to GMP on behalf of the Agents): GMP Securities L.P. 000 Xxxx Xxxxxx Suite 300 Toronto, Ontario M5H 1J8 Attention: Xxxx Xxxxxxxx Facsimile Number: +00 (0)00 0000-0000 with a copy to (not to constitute notice to the Agents): Xxxxxxx Xxxxx & Xxxxxxxxx LLP 0000 Xxxxxx Xxxx. Suite 102 MontrealXxxxx 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Quebec H3R 3L5 TelecopierXxxxxxx X0X 0X0 Attention: Xxxxxx XxxxXxxxxx Facsimile Number: (000) 000-0000 with a copy to: Xxxxxxxxxx 0000 Xxxxxxxxxx Xxxxxx Xxxx 00xx Xxxxx Xxxxxxxxand if so given, Xxxxxx X0X 0X0 Telecopier: (000) 000-0000 If to the Traffix Partner or One Blue Hill Plaza Traffix Inc. Xxxxx Xxxxx, XX X.X.X. 00000 Telecopier: (000) 000-0000 with a copy to: 0000 Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 Telecopier: (000) 000-0000 Feder, Kaszovitz, Isaacson, Weber, Xxxxx, Bass & Rhine LLP 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Telecopier : (000) 000-0000 Notices, communications or other deliveries shall be dated as of the date of sending thereof and shall be conclusively deemed to have been given and received, if delivered personally or by courier on the date of delivery, if given by telecopier on the next Business Day after sending, and if given by mail on the date of its actual received upon receipt as illustrated by the post office’s recordsaddressee or a responsible officer of the addressee if delivered, or four hours after being faxed and receipt confirmed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or facsimile number. 14.2 This Agreement and the other documents herein referred to constitute the entire Agreement between the Agents and the Company relating to the subject matter hereof and supersedes all prior Agreements between the Agents and the Company with respect to their respective rights and obligations in respect of the Offering, including the engagement letter between GMP and the Company dated April 3, 2012. 14.3 Each party hereto hereby agrees that upon the written request of the other party it will do all such acts and execute all such further documents, and will cause the doing of all such acts and will cause the execution of all such further documents as are within its power to cause the doing The invalidity or execution of, as the other party hereto may from time to time reasonably request be done and/or executed in order to better evidence and/or perfect any of the provisions hereof or any of the rights, powers, discretions, duties and obligations intended to be created hereby and/or in order to effectuate any provision hereof or unenforceability of any such further document. 14.4 Any particular provision of this Agreement which is prohibited shall not affect or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to limit the extent validity or enforceability of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement. 14.4 The terms and provisions of this Agreement or affecting shall be binding upon and enure to the validity or enforceability benefit of such provision in the Company and the Agents and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein, this Agreement shall not be assignable by any other jurisdictionparty without the written consent of the others. 14.5 Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement. 14.6 Time shall be of the essence for all provisions of this Agreement. 14.7 This Agreement may be executed by electronic means and in a number of counterpartsone or more counterparts which, each of which together, shall be deemed constitute an original and all copy hereof as of which shall constitute one and the same Agreement. 14.6 This Agreement contains the entire understanding between the Partners and supersedes any prior understanding and agreements between them respecting the subject matter hereofdate first noted above. There are no representations, warranties, agreements, arrangements or understandings, oral or written, between the Partners relating to the subject of If this Agreement which are not fully expressed herein. 14.7 No remedy or election given by any provision in this Agreement shall be deemed exclusive unless so indicated, but each shall, wherever possible, be cumulative in addition to all other remedies at law which either party may have arising out of an Event of Default accurately reflects the terms of the other party. 14.8 This Agreement is made solely transaction which we are to enter into and specifically between and for if such terms are agreed to by the benefit of the parties hereto and their respective successors and assignsCompany, subject to the express provisions hereof relating to successors and assigns, and no other Person whatsoever shall have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise. 14.9 The parties acknowledge that they have required that this Agreement and all related documents be prepared in English.please communicate your acceptance by executing where indicated below. Yours very truly,

General Contract Provisions. 14.1 Except as otherwise provided herein, no party shall assign any of its rights, title and interest under this Agreement or in the Limited Partnership, under pain of nullity. 14.2 All notices 22.1 Any notice or other communications required or permitted under this Agreement communication to be given hereunder shall be in writing and shall be given or made either by delivering the same personally delivery or by couriertelecopier, by telegram, telecopy, or by mailing the same first class mail, postage prepaid, and either registered or certified, return receipt requested, addressed as follows: if to the party at the addresses set forth below or at such other addresses as may from time to time be designated by notice given to the other partiesCorporation: Peace Arch Entertainment Group Inc. 000 Xxxxxx Xxxxxx Xxxxx 000 Xxxxxxx, in the manner provided for in this Section 14.2Xxxxxxx X0X 0X0 Attn: If to the General Partner: Madacy sp Inc. 0000 Xxxx Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 TelecopierFax: (000) 000-0000 with a copy copy, which will not constitute notice, to: Xxx Xxxx Xxxx Goodmans LLP 000 Xxxxx Xxxxxx Xxxxx Xxxxx0000 Xxxxxxx, XX X.X.X. 00000 TelecopierXxxxxxx X0X 0X0 Attention: Xxxxxxx Xxxxxxxx Fax: (000) 000-0000 If or if to the Madacy PartnerAgent or any one of them: 0000 Westwind Partners Inc. 00 Xxxx Xxxxxx Xxxx. Suite 102 Montreal00xx Xxxxx Xxxxxxx, Quebec H3R 3L5 TelecopierXxxxxxx X0X 0X0 Attention: Xxxxxxx Xxxxxxx Fax: (000) 000-0000 with a copy copy, which will not constitute notice, to: Xxxxxxxxxx 0000 Fasken Xxxxxxxxx DuMoulin LLP 00 Xxxxxxxxxx Xxxxxx Xxxx 00xx Xxxxx Xxxxxxxx0000, Xxxxxxx Dominion Xxxx Xxxxx Xxx 00, Xxxxxxx-Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 TelecopierAttention: Xxxx Xxxxxxxx Fax: (000) 000-0000 If to the Traffix Partner or One Blue Hill Plaza Traffix Inc. Xxxxx Xxxxxand if so given, XX X.X.X. 00000 Telecopier: (000) 000-0000 with a copy to: 0000 Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 Telecopier: (000) 000-0000 Feder, Kaszovitz, Isaacson, Weber, Xxxxx, Bass & Rhine LLP 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Telecopier : (000) 000-0000 Notices, communications or other deliveries shall be dated as of the date of sending thereof and shall be conclusively deemed to have been given and received, if delivered personally or by courier on the date of delivery, if given by telecopier on the next Business Day after sending, and if given by mail on the date of its actual received upon receipt as illustrated by the post office’s records. 14.3 Each party hereto hereby agrees that upon the written request addressee or a responsible officer of the other party it will do all such acts addressee if delivered, or four hours after being telecopied and execute all such further documents, and will cause receipt confirmed during normal business hours at the doing location of all such acts and will cause the execution of all such further documents as are within its power to cause the doing or execution ofrecipient, as the other case may be. Any party hereto may from time may, at any time, give notice in writing to time reasonably request be done and/or executed the others in order to better evidence and/or perfect any of the provisions hereof or any of the rights, powers, discretions, duties and obligations intended to be created hereby and/or in order to effectuate any provision hereof or manner provided for above of any such further documentchange of address or telecopier number. 14.4 Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 14.5 22.2 This Agreement may be executed in a number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. 14.6 This Agreement contains other documents herein referred to (including the Subscription Agreements) constitute the entire understanding agreement between the Partners Agent and supersedes any prior understanding and agreements between them respecting the subject matter hereof. There are no representations, warranties, agreements, arrangements or understandings, oral or written, between the Partners Corporation relating to the subject of this Agreement which are not fully expressed herein. 14.7 No remedy matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether written or election given by any provision oral, between the Agent and the Corporation with respect to their respective rights and obligations in this Agreement shall be deemed exclusive unless so indicated, but each shall, wherever possible, be cumulative in addition to all other remedies at law which either party may have arising out of an Event of Default respect of the other party. 14.8 This Agreement is made solely and specifically between and for Offering. Notwithstanding the benefit of foregoing the parties hereto and their respective successors and assigns, subject to the express provisions hereof relating to successors and assigns, and no other Person whatsoever Engagement Letter shall have any rights, interest, or claims hereunder or only be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise. 14.9 The parties acknowledge that they have required that superseded by this Agreement and the other documents herein referred to (including the Subscription Agreements) with respect to the “Equity Offering” (as such term is defined therein) and with respect to Section 8 and Subsection 11(c) of the Engagement Agreement and all related documents be prepared other provisions of the Engagement Agreement shall continue in Englishfull force and effect, unamended, in accordance with their terms.

General Contract Provisions. 14.1 Except as otherwise provided herein, no party shall assign any of its rights, title and interest under this Agreement or in the Limited Partnership, under pain of nullity. 14.2 All notices Any notice or other communications required or permitted under this Agreement communication to be given hereunder shall be in writing and shall be given or made either by delivering the same personally delivery or by couriertelecopier, by telegram, telecopy, or by mailing the same first class mail, postage prepaid, and either registered or certified, return receipt requested, addressed as follows: if to the party at the addresses set forth below or at such other addresses as may from time to time be designated by notice given Company: - Attention: - Telecopier Number: - with a copy to: - Attention: - Telecopier Number: - if to the other partiesAgents: Porthmeor Securities Inc. Xxxxx Xxxxx, in the manner provided for in this Section 14.2Xxxxx 0000 Xxxxxxx-Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attention: If to the General Partner- Telecopier Number: Madacy sp Inc. 0000 (416) - Octagon Capital Canada Corporation - Attention: - Telecopier Number: - with a copy to: Messrs. Fogler, Xxxxxxxx Suite 4400, P. O. Xxx 00 Xxxxx Xxxxx Xxxxx Xxxxxxx-Xxxxxxxx Xxxxxx Xxxx. Suite 102 MontrealXxxxxxx, Quebec H3R 3L5 TelecopierXxxxxxx X0X 0X0 Attention: Xxxxxxxx X. Xxxxx Telecopier Number: (000) 000-0000 or if to Basic Capital Funds: c/o - Attention: - Telecopier Number: - with a copy to: Xxx Xxxx Xxxx Xxxxx Xxxxx Xxxxx- Attention: - Telecopier Number: - and if so given, XX X.X.X. 00000 Telecopier: (000) 000-0000 If to the Madacy Partner: 0000 Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 Telecopier: (000) 000-0000 with a copy to: Xxxxxxxxxx 0000 Xxxxxxxxxx Xxxxxx Xxxx 00xx Xxxxx Xxxxxxxx, Xxxxxx X0X 0X0 Telecopier: (000) 000-0000 If to the Traffix Partner or One Blue Hill Plaza Traffix Inc. Xxxxx Xxxxx, XX X.X.X. 00000 Telecopier: (000) 000-0000 with a copy to: 0000 Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 Telecopier: (000) 000-0000 Feder, Kaszovitz, Isaacson, Weber, Xxxxx, Bass & Rhine LLP 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Telecopier : (000) 000-0000 Notices, communications or other deliveries shall be dated as of the date of sending thereof and shall be conclusively deemed to have been given and received, if delivered personally or by courier on the date of delivery, if given by telecopier on the next Business Day after sending, and if given by mail on the date of its actual received upon receipt as illustrated by the post office’s records. 14.3 Each party hereto hereby agrees that upon the written request addressee or a responsible officer of the other party it will do all such acts addressee if delivered, or four hours after being telecopied and execute all such further documents, and will cause the doing of all such acts and will cause the execution of all such further documents as are within its power to cause the doing or execution ofreceipt confirmed during normal business hours, as the other case may be. Any party hereto may from time may, at any time, give notice in writing to time reasonably request be done and/or executed the others in order to better evidence and/or perfect any of the provisions hereof or any of the rights, powers, discretions, duties and obligations intended to be created hereby and/or in order to effectuate any provision hereof or manner provided for above of any such further documentchange of address or telecopier number. 14.4 Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 14.5 14.2 This Agreement may be executed in a number of counterparts, each of which shall be deemed an original and all of which shall constitute one agreement and the same Agreement. 14.6 This Agreement contains other documents herein referred to constitute the entire understanding agreement between the Partners Agents, the Company and supersedes any prior understanding and agreements between them respecting the subject matter hereof. There are no representations, warranties, agreements, arrangements or understandings, oral or written, between the Partners Basic Capital Funds relating to the subject matter hereof and supersede all prior agreements between the parties with respect to their respective rights and obligations in respect of the Offering, including the engagement letter between the Agents and the Company dated May 13, 1996. 14.3 This agreement may be executed by telecopier and in one or more counterparts which, together, shall constitute an original copy hereof as of the date first noted above. If this agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Company, the Advisor and the Promoters, please communicate your acceptance by executing where indicated below and returning by courier one originally executed copy to the Agents. Yours very truly, PORTHMEOR SECURITIES INC. OCTAGON CAPITAL CANADA CORPORATION Per: Per: -------------------------------- -------------------------------- Authorized Signing Officer Authorized Signing Officer FIRST MARATHON SECURITIES LIMITED Per: -------------------------------- Authorized Signing Officer -------------------------------------- The foregoing accurately reflects the terms of the transaction which we are to enter into and such terms are agreed to with effect as of the date provided at the top of the first page of this Agreement which are not fully expressed herein. 14.7 No remedy or election given agreement. BASIC U.S. REIT, INC. BASIC CAPITAL FUNDS, an Ontario limited partnership, by any provision in this Agreement shall be deemed exclusive unless so indicatedits general partner, but each shallBASIC CAPITAL FUNDS, wherever possibleINC. Per: Per: ----------------------------- ------------------------------- Authorized Signing Officer Authorized Signing Officer SCHEDULE "A" DETAILS OF THE OFFERING THIS IS SCHEDULE "A" TO THE AGENCY AGREEMENT BETWEEN BASIC U.S. REIT, be cumulative in addition to all other remedies at law which either party may have arising out INC. AND PORTHMEOR SECURITIES INC. AND OCTAGON CAPITAL CANADA CORPORATION DATED AS OF -, 1996 OFFERING: A maximum of an Event - and a minimum of Default - shares of common stock ("SHARES") of the other partyCompany at a price of $- per Share (the "OFFERED SECURITIES"). 14.8 This Agreement is made solely and specifically between and for the benefit of the parties hereto and their respective successors and assigns, subject to the express provisions hereof relating to successors and assigns, and no other Person whatsoever shall have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise. 14.9 The parties acknowledge that they have required that this Agreement and all related documents be prepared in English.

General Contract Provisions. 14.1 Except as otherwise provided herein, no party shall assign any of its rights, title and interest under this Agreement or in the Limited Partnership, under pain of nullity. 14.2 All notices 15.1 Any notice or other communications required or permitted under this Agreement communication to be given hereunder shall be in writing and shall be given or made either by delivering the same personally delivery or by couriertelecopier, by telegram, telecopy, or by mailing the same first class mail, postage prepaid, and either registered or certified, return receipt requested, addressed as follows: if to the party at the addresses set forth below or at such other addresses as may from time to time be designated by notice given to the other parties, in the manner provided for in this Section 14.2Company: If to the General Partner: Madacy sp Draxis Health Inc. 0000 Xxxxxxx Xxxxx Xxxxx 000 Xxxxxxxxxxx, Xxxxxxx X0X 0X0 Attention: Xx. Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 TelecopierXxxxxx Telecopier Number: (000) 000-0000 with a copy to: Xxx Xxxx Xxxx XxXxxxxx Xxxxxxxx LLP Toronto Xxxxxxxx Xxxxx Xxxxx Xxxxx0000 Xxxxxxx, XX X.X.X. 00000 TelecopierXxxxxxx X0X 0X0 Attention: Xxxxx Xxxxxxxxxx Telecopier Number: (000) 000-0000 If or if to the Madacy PartnerUnderwriters: Desjardins Securities Inc. 000 Xxxx Xxxxxx Xxxx Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 TelecopierX. Xxxxxx Telecopier Number: (000) 000-0000 with a copy to: Xxxxxxxxxx 0000 Xxxxxxxxxx Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx 00xx Xxxxx XxxxxxxxXxxxxxx, Xxxxxx Xxxxxxx X0X 0X0 Telecopier- 30 - Attention: Xxxx Xxxxxxx Telecopier Number: (000) 000-0000 If to the Traffix Partner or One Blue Hill Plaza Traffix Inc. Xxxxx Xxxxxand if so given, XX X.X.X. 00000 Telecopier: (000) 000-0000 with a copy to: 0000 Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 Telecopier: (000) 000-0000 Feder, Kaszovitz, Isaacson, Weber, Xxxxx, Bass & Rhine LLP 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Telecopier : (000) 000-0000 Notices, communications or other deliveries shall be dated as of the date of sending thereof and shall be conclusively deemed to have been given and received, if delivered personally or by courier on the date of delivery, if given by telecopier on the next Business Day after sending, and if given by mail on the date of its actual received upon receipt as illustrated by the post office’s records. 14.3 Each party hereto hereby agrees that upon the written request addressee or a responsible officer of the other party it will do all such acts addressee if delivered, or four hours after being telecopied and execute all such further documents, and will cause the doing of all such acts and will cause the execution of all such further documents as are within its power to cause the doing or execution ofreceipt confirmed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or telecopier number. 15.2 This Agreement and the other party hereto may from time documents herein referred to time reasonably request be done and/or executed constitute the entire Agreement between the Underwriters and the Company relating to the subject matter hereof and supersedes all prior Agreements between the Underwriters and the Company with respect to their respective rights and obligations in order to better evidence and/or perfect any respect of the provisions hereof or any Offering, including the offer letter between Desjardins Securities Inc. and the Company dated March 31, 2004. 15.3 Time shall be of the rights, powers, discretions, duties and obligations intended to be created hereby and/or in order to effectuate any provision hereof or of any such further document. 14.4 Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining essence for all provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdictionAgreement. 14.5 15.4 This Agreement may be executed by telecopier and in a number of counterpartsone or more counterparts which, each of which together, shall be deemed constitute an original copy hereof as of the date first noted above. If this Agreement accurately reflects the terms of the transaction which we are to enter into and all if such terms are agreed to by the Company, please communicate your acceptance by executing where indicated below. Yours very truly, DESJARDINS SECURITIES INC. Per: /s/ Xxxxxx X. Xxxxxx Authorized Signing Officer CIBC WORLD MARKETS INC. Per: /s/ Xxxx Xxxxxxxxxx Authorized Signing Officer The foregoing accurately reflects the terms of the transaction which shall constitute one we are to enter into and such terms are agreed to with effect as of the same Agreement. 14.6 This Agreement contains date provided at the entire understanding between top of the Partners and supersedes any prior understanding and agreements between them respecting the subject matter hereof. There are no representations, warranties, agreements, arrangements or understandings, oral or written, between the Partners relating to the subject first page of this Agreement which are not fully expressed hereinAgreement. DRAXIS HEALTH INC. Per: /s/ Xxxxxx Xxxxxx Authorized Signing Officer Per: /s/ Xxxx Xxxxxxx Authorized Signing Officer SCHEDULE "A" DETAILS OF THE OFFERING THIS IS SCHEDULE "A" TO THE UNDERWRITING AGREEMENT DATED AS OF APRIL 2, 2004 BETWEEN DRAXIS HEALTH INC. AND DESJARDINS SECURITIES INC. 14.7 No remedy or election given by any provision in this Agreement shall be deemed exclusive unless so indicated, but each shall, wherever possible, be cumulative in addition to all other remedies at law which either party may have arising out of an Event of Default CIBC WORLD MARKETS INC. ISSUER: Draxis Health Inc. (the "Company") AMOUNT: 3,053,436 units (the "Units") of the other party. 14.8 This Agreement is made solely and specifically between and for Company on a bought deal basis PRICE: $6.55 per Unit (the benefit "Issue Price") GROSS PROCEEDS: approximately $20,000,000 UNIT: Each Unit shall consist of one common share of the parties hereto Company (a "Common Share") and their respective successors and assignsone-half of one Common Share purchase warrant (a "Warrant") of the Company. WARRANTS: Each whole Warrant will entitle the holder to purchase one Common Share of the Company at a price of $8.50 at any time on or before the date which is two years from the Closing Date (as hereinafter defined). OVERALLOTMENT OPTION: The Company will grant the Underwriters an option to purchase up to 458,016 additional Units at the Issue Price until that date which is 30 days after the Closing Date. TYPE OF TRANSACTION: Bought deal, public issue, subject to a formal underwriting agreement, including a standard industry "disaster out clause" and "material adverse change clause" running up to the express provisions hereof relating Closing Date. The Company agrees to successors use its reasonable best efforts to: (i) file a preliminary prospectus (in respect of which the Underwriters shall have an opportunity to participate and assignssatisfy their statutory obligations under applicable securities laws) qualifying the issuance and distribution of the Common Shares and Warrants comprising the Units in each of the Jurisdictions, and no other Person whatsoever shall have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as (ii) obtain a third party beneficiary or otherwise. 14.9 The parties acknowledge that they have required receipt for the same not more than two business days after the date that this Agreement and all related documents be prepared in Englishagreement is entered into.

General Contract Provisions. 14.1 Except as otherwise provided herein, no party shall assign any of its rights, title and interest under this Agreement or in the Limited Partnership, under pain of nullity. 14.2 All notices Any notice or other communications required or permitted under this Agreement communication to be given hereunder shall be in writing and shall be given or made either by delivering the same personally delivery or by couriertelecopier, by telegram, telecopy, or by mailing the same first class mail, postage prepaid, and either registered or certified, return receipt requested, addressed as follows: if to the party at the addresses set forth below or at such other addresses as may from time to time be designated by notice given to the other partiesCompany: Suite 0000 0000 Xxxxxxx Xxxxxx Xxxxxx, in the manner provided for in this Section 14.2Xxxxxxxx 00000 Attention: If to the General Partner: Madacy sp Inc. 0000 Xxxxxx XxxxXx. Suite 102 Montreal, Quebec H3R 3L5 Xxx Xxxxx Telecopier: (000) 000-0000 with a copy to: Xxxx, Xxxxx, Rifkind, Xxxxxxx & Xxxxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx Xxxx Xxxxx Xxxxx Xxxxx, XX X.X.X. 00000 Telecopier: (000) 00000000-0000 If to the Madacy PartnerAttention: 0000 Xxxxxx XxxxXxxxx X. Xxxxxxx, Esq. Suite 102 Montreal, Quebec H3R 3L5 Telecopier: (000) 000-0000 with a copy to: Xxxxxxxxxx 0000 Xxxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx Barristers and Solicitors 000 Xxxx Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0 Attention: Xxxxxxx Xxxxxxxxx, Esq. Telecopier: (000) 000-0000 If or if to the Traffix Partner or One Blue Hill Plaza Traffix Agent: TD Securities (USA) Inc. c/o TD Securities Inc. 00 Xxxx Xxxxxx Xxxx, 0xx Xxxxx XxxxxXxxxxxx Dominion Bank Tower Toronto-Dominion Centre Toronto, XX X.X.X. 00000 Ontario M5K 1A2 Attention: Xxxx XxXxxxxx Telecopier: (000) 000-0000 with a copy to: 0000 Shearman & Sterling Commerce Court West Suite 0000, 000 Xxx Xxxxxx XxxxP.O. Box 247 Toronto, Ontario M5L 1E8 Attention: Xxxxx X. Xxxxx, Esq. Suite 102 Montreal, Quebec H3R 3L5 Telecopier: (000) 000-0000 Federand, Kaszovitzif so given, Isaacson, Weber, Xxxxx, Bass & Rhine LLP 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Telecopier : (000) 000-0000 Notices, communications or other deliveries shall be dated as of the date of sending thereof and shall be conclusively deemed to have been given and received, if delivered personally or by courier on the date of delivery, if given by telecopier on the next Business Day after sending, and if given by mail on the date of its actual received upon receipt as illustrated by the post office’s records. 14.3 Each party hereto hereby agrees that upon the written request addressee or a responsible officer of the other party it will do all such acts addressee if delivered, or four hours after being telecopied and execute all such further documents, and will cause receipt confirmed during normal business hours at the doing location of all such acts and will cause the execution of all such further documents as are within its power to cause the doing or execution ofrecipient, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or telecopier number. This Agreement and the other party hereto may from time documents herein referred to time reasonably request be done and/or executed constitute the entire Agreement between the Agent and the Company relating to the subject matter hereof and supersede all prior agreements between the Agent and the Company with respect to their respective rights and obligations in order to better evidence and/or perfect any respect of the provisions hereof or any of the rights, powers, discretions, duties and obligations intended to be created hereby and/or in order to effectuate any provision hereof or of any such further document. 14.4 Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 14.5 Offering. This Agreement may be executed by telecopier and in a number of counterpartsone or more counterparts which, each of which together, shall be deemed constitute an original and all of which shall constitute one and the same Agreement. 14.6 This Agreement contains the entire understanding between the Partners and supersedes any prior understanding and agreements between them respecting the subject matter hereof. There are no representations, warranties, agreements, arrangements or understandings, oral or written, between the Partners relating to the subject of this Agreement which are not fully expressed herein. 14.7 No remedy or election given by any provision in this Agreement shall be deemed exclusive unless so indicated, but each shall, wherever possible, be cumulative in addition to all other remedies at law which either party may have arising out of an Event of Default copy hereof as of the other partydate first noted above. 14.8 This Agreement is made solely and specifically between and for the benefit of the parties hereto and their respective successors and assigns, subject to the express provisions hereof relating to successors and assigns, and no other Person whatsoever shall have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise. 14.9 The parties acknowledge that they have required that this Agreement and all related documents be prepared in English.

General Contract Provisions. 14.1 Except as otherwise provided herein, no party shall assign any of its rights, title and interest under this Agreement or in the Limited Partnership, under pain of nullity. 14.2 All notices 19.1 Any notice or other communications required or permitted under this Agreement communication to be given hereunder shall be in writing and shall be given or made either by delivering the same personally delivery or by couriertelecopier, by telegram, telecopy, or by mailing the same first class mail, postage prepaid, and either registered or certified, return receipt requested, addressed as follows: if to the party at the addresses set forth below or at such other addresses as may from time to time be designated by notice given to the other partiesCompany: Entrée Gold Inc. Suite 1201 – 0000 Xxxxxxx Xxxxxx Xxxxxxxxx, in the manner provided for in this Section 14.2XX X0X 0X0 Attention: If to the General Partner: Madacy sp Inc. 0000 Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 TelecopierXxxxx XxXxxx Fax: (000) 000-0000 with a copy to: Xxx Fasken Xxxxxxxxx DuMoulin LLP Suite 0000-000 Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0 Attention: Xxxx Xxxx Xxxxx Xxxxx Xxxxx, XX X.X.X. 00000 TelecopierFax: (000) 000-0000 If or if to the Madacy PartnerUnderwriters: 0000 Xxxxxxxxxx Securities Inc. 00 Xxxx Xxxxxx Xxxx. Suite 102 MontrealXxxxxxx, Quebec H3R 3L5 TelecopierXxxxxxx, X0X 0X0 Attention: Xxxxxx Xxxxx Fax: (000) 000-0000 with a copy to: Xxxxxxxxxx to (not to constitute notice to the Underwriters): Stikeman Elliott LLP 0000 Xxxxxxxxxx Xxxxxxxx Xxxxx Xxxx 000 Xxx Xxxxxx Xxxx 00xx Xxxxx XxxxxxxxXxxxxxx, Xxxxxx Xxxxxxx, X0X 0X0 TelecopierAttention: Xxx XxXxxxxxx Fax: (000) 000-0000 If to the Traffix Partner or One Blue Hill Plaza Traffix Inc. Xxxxx Xxxxxand if so given, XX X.X.X. 00000 Telecopier: (000) 000-0000 with a copy to: 0000 Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 Telecopier: (000) 000-0000 Feder, Kaszovitz, Isaacson, Weber, Xxxxx, Bass & Rhine LLP 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Telecopier : (000) 000-0000 Notices, communications or other deliveries shall be dated as of the date of sending thereof and shall be conclusively deemed to have been given and received, if delivered personally or by courier on the date of delivery, if given by telecopier on the next Business Day after sending, and if given by mail on the date of its actual received upon receipt as illustrated by the post office’s records. 14.3 Each party hereto hereby agrees that upon the written request addressee or a responsible officer of the other party it will do all such acts addressee if delivered, or four hours after being telecopied and execute all such further documents, and will cause the doing of all such acts and will cause the execution of all such further documents as are within its power to cause the doing or execution ofreceipt confirmed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or telecopier number. 19.2 This Agreement and the other party hereto documents herein referred to constitute the entire Agreement between the Underwriters and the Company relating to the subject matter hereof and supersedes all prior Agreements between the Underwriters and the Company with respect to their respective rights and obligations in respect of the Offering, including the offer letter between the Underwriters and the Company dated November 4, 2011. 19.3 The Company hereby acknowledges that (i) te sale of the Offered Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company on the one hand, and the Underwriters and any affiliate through which they may from time be acting to time reasonably request be done and/or executed effect sales, on the other, (ii) such Underwriters are acting as principal and not as an agent or fiduciary of the Company and (iii) the Company’s engagement of such Underwriters in order connection with the sale of the Offered Shares and the process leading up to better evidence and/or perfect the sale of the Offered Shares is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the sale of the Offered Shares (irrespective of whether any of such Underwriters has advised or is currently advising the provisions hereof Company on related or other matters). The Company agrees that it will not claim that such Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company in connection with such transaction or the process leading thereto. 19.4 Time shall be of the rights, powers, discretions, duties and obligations intended to be created hereby and/or in order to effectuate any provision hereof or of any such further document. 14.4 Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining essence for all provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdictionAgreement. 14.5 19.5 This Agreement may be executed by telecopier and in a number of counterpartsone or more counterparts which, each of which together, shall be deemed constitute an original and all copy hereof as of which shall constitute one and the same Agreement. 14.6 This Agreement contains the entire understanding between the Partners and supersedes any prior understanding and agreements between them respecting the subject matter hereof. There are no representations, warranties, agreements, arrangements or understandings, oral or written, between the Partners relating to the subject of date first noted above If this Agreement which are not fully expressed herein. 14.7 No remedy or election given by any provision in this Agreement shall be deemed exclusive unless so indicated, but each shall, wherever possible, be cumulative in addition to all other remedies at law which either party may have arising out of an Event of Default accurately reflects the terms of the other party. 14.8 This Agreement is made solely transaction which we are to enter into and specifically between and for if such terms are agreed to by the benefit of the parties hereto and their respective successors and assignsCompany, subject to the express provisions hereof relating to successors and assignsplease communicate your acceptance by executing where indicated below. Yours very truly, and no other Person whatsoever shall have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise. 14.9 The parties acknowledge that they have required that this Agreement and all related documents be prepared in English.Per: “Xxxxxx Xxxxx” Authorized Signing Officer Per: “Xxxxx Xxxxx” Authorized Signing Officer Per: “T. Xxxxxx Xxxxxxx” Authorized Signing Officer Per: “Xxxxxxx Xxxxx” Authorized Signing Officer

General Contract Provisions. 14.1 Except as otherwise provided herein, no party shall assign any of its rights, title and interest under this Agreement or in the Limited Partnership, under pain of nullity. 14.2 All notices 16.1 Any notice or other communications required or permitted under this Agreement communication to be given hereunder shall be in writing and shall be given or made either by delivering the same personally delivery or by couriertelecopier, by telegram, telecopy, or by mailing the same first class mail, postage prepaid, and either registered or certified, return receipt requested, addressed as follows: if to the party at the addresses set forth below or at such other addresses as may from time to time be designated by notice given to the other partiesCompany: Mala Noche Resources Corp. 000 Xxxx Xxxxxxx Xxxxxx, in the manner provided for in this Section 14.2Xxxxx 0000 Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Attention: If to the General Partner: Madacy sp Inc. 0000 Xxxxxx XxxxXx. Suite 102 Montreal, Quebec H3R 3L5 TelecopierXxxx Xxxxxxx Fax: (000) 000-0000 with a copy toto (not to constitute notice to the Company): Lang Xxxxxxxx LLP 1500 Royal Centre P.O. Box 11117 0000 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Attention: Xxx Xxxx Xxxx Xxxxx Xxxxx Xxxxx, XX X.X.X. 00000 TelecopierXxxxxxx Xxxxxxx Fax: (000) 000-0000 If or if to the Madacy PartnerUnderwriters, to Canaccord Genuity, on behalf of the Underwriters: Canaccord Genuity Corp. X.X. Xxx 000 000 Xxx Xxxxxx, Xxxxx 0000 Xxxxxx Xxxx. Suite 102 MontrealXxxxxxx, Quebec H3R 3L5 TelecopierXxxxxxx X0X 0X0 Attention: Xxxx Xxxxx Fax: (000) 000-0000 with a copy to: Xxxxxxxxxx 0000 Xxxxxxxxxx to (not to constitute notice to the Underwriters): Blake, Xxxxxxx & Xxxxxxx LLP 000 Xxxxxxx Xxxxxx, X.X. Xxx 00000 Xxxxx 0000, Xxxxx Xxxxxxx Xxxxxx Xxxx 00xx Xxxxx XxxxxxxxXxxxxxxxx, Xxxxxx Xxxxxxx Xxxxxxxx X0X 0X0 TelecopierAttention: Xxx Xxxxxx Fax: (000) 000-0000 If to the Traffix Partner or One Blue Hill Plaza Traffix Inc. Xxxxx Xxxxxand if so given, XX X.X.X. 00000 Telecopier: (000) 000-0000 with a copy to: 0000 Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 Telecopier: (000) 000-0000 Feder, Kaszovitz, Isaacson, Weber, Xxxxx, Bass & Rhine LLP 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Telecopier : (000) 000-0000 Notices, communications or other deliveries shall be dated as of the date of sending thereof and shall be conclusively deemed to have been given and received, if delivered personally or by courier on the date of delivery, if given by telecopier on the next Business Day after sending, and if given by mail on the date of its actual received upon receipt as illustrated by the post office’s records. 14.3 Each party hereto hereby agrees that upon the written request addressee or a responsible officer of the other party it will do all such acts addressee if delivered, or four hours after being telecopied and execute all such further documents, and will cause the doing of all such acts and will cause the execution of all such further documents as are within its power to cause the doing or execution ofreceipt confirmed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or telecopier number. 16.2 This Agreement and the other party hereto may from time documents herein referred to time reasonably request be done and/or executed constitute the entire Agreement between the Underwriters and the Company relating to the subject matter hereof and supersedes all prior Agreements between the Underwriters and the Company with respect to their respective rights and obligations in order to better evidence and/or perfect any respect of the provisions hereof or any Offering, including the offer letter dated June 1, 2010, as accepted June 2, 2010. 16.3 Time shall be of the rights, powers, discretions, duties and obligations intended to be created hereby and/or in order to effectuate any provision hereof or of any such further document. 14.4 Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining essence for all provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdictionAgreement. 14.5 16.4 This Agreement may be executed by telecopier and in one or more counterparts which, together, shall constitute an original copy hereof as of the date first noted above. If this Agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Company, please communicate your acceptance by executing where indicated below. Yours very truly, Per: (signed) “Xxxx Xxxxx” Authorized Signing Officer Per: (signed) “Xxxx Xxxxxxxx” Authorized Signing Officer Per: (signed) “Xxxxx Attew” Authorized Signing Officer Per: (signed) “Xxxx XxXxxxxx” Authorized Signing Officer Per: (signed) “Xxxxxx Xxxxx” Authorized Signing Officer Per: (signed) “Xxxx X. Xxxxx” Authorized Signing Officer Per: (signed) “Xxxxx Xxxxxxx” Authorized Signing Officer Per: (signed) “Xxx Xxxxxxxxxx” Authorized Signing Officer Per: (signed) “Xxxxxxx Xxxxx” Authorized Signing Officer Per: (signed) “Xxxx Xxxxx” Authorized Signing Officer Per: (signed) “Xxxxx Xxxxxx” Authorized Signing Officer Per: (signed) “Xxxxxx Xxxxxxxxxx” Authorized Signing Officer Per: (signed) “Xxxxx Xxxxxx” Authorized Signing Officer The foregoing accurately reflects the terms of the transaction which we are to enter into and such terms are agreed to with effect as of the date provided at the top of the first page of this Agreement. Per: (signed) “Xxxx Xxxxxxx” Authorized Signing Officer SCHEDULE “A” As used in this Schedule “A”, capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Underwriting Agreement to which this Schedule is annexed. The opinion of the Company’s counsel shall be in respect of the following matters: (i) the Company is a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions where such concept exists and it is not listed as in default of any requirement of the Applicable Securities Laws in any of the Qualifying Jurisdictions; (ii) the Company is a corporation existing under the Business Corporations Act (British Columbia) and has all requisite corporate power and authority to carry on its business as now conducted and to own, lease and operate its property and assets and to execute, deliver and perform its obligations under this Agreement; (iii) the authorized capital of the Company consists of an unlimited number of counterpartsCommon Shares; (iv) as to the issued and outstanding Common Shares of the Company; (v) the Company has all necessary corporate power and capacity: (i) to execute and deliver this Agreement, the Subscription Receipt Indenture, the Warrant Indenture and the Broker Special Warrant Certificates and perform its obligations under this Agreement, the Subscription Receipt Indenture, the Warrant Indenture and the Broker Special Warrant Certificates; (ii) to create, issue and sell the Subscription Receipts; (iii) to issue the Unit Shares and create and issue the Warrants on conversion of the Subscription Receipts and the Additional Subscription Receipts (if applicable); (iv) to issue the Warrant Shares upon exercise of the Warrants; (v) to create and issue the Broker Special Warrants; (vi) to create and issue the Broker Warrants on conversion of the Broker Special Warrants; (vii) to issue the Broker Shares upon exercise of the Broker Warrants; (viii) to grant the Over-Allotment Option; and (ix) to issue the Additional Subscription Receipts (or Additional Underlying Units in lieu thereof) upon the due and proper exercise of the Over-Allotment Option; (vi) all necessary corporate action has been taken by the Company to authorize the execution and delivery of each of which shall be deemed an original and all of which shall constitute one the Preliminary Prospectus and the same Agreement.Final Prospectus and the filing thereof with the Securities Commissions; 14.6 This Agreement contains (vii) the entire understanding between Subscription Receipts have been validly issued; (viii) upon due conversion of the Partners Subscription Receipts, the Unit Shares will be validly issued as fully paid and supersedes any prior understanding non-assessable and agreements between them respecting the subject matter hereof. There are no representationsWarrants will be validly issued; (ix) the Additional Subscription Receipts issuable upon the exercise of the Over-Allotment Option (or Additional Underlying Units issued in lieu thereof) have been reserved for issuance by the Company; (x) upon the payment therefor, warrantiesthe Additional Subscription Receipts will be validly issued; (xi) upon the due conversion of the Additional Subscription Receipts, agreements, arrangements (or understandings, oral or written, between upon the Partners relating payment therefor pursuant to the subject exercise of the Over-Allotment Option, as the case may be) the Unit Shares will be validly issued as fully paid and non-assessable and the Warrants will be validly issued; (xii) the Warrant Shares have been reserved for issue by the Company and, upon the payment of the exercise price for the Warrants, such Warrant Shares will be validly issued as fully paid and non-assessable; (xiii) the Broker Special Warrants have been validly issued; (xiv) upon due conversion of the Broker Special Warrants, the Broker Warrants will be validly issued; (xv) the Broker Shares have been reserved for issuance by the Company and, upon the payment of the exercise price for the Broker Warrants, such Broker Shares will be validly issued as fully paid and non-assessable; (xvi) all necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement which are not fully expressed herein. 14.7 No remedy or election given Agreement, the Subscription Receipt Indenture, the Warrant Indenture and the Special Broker Warrant Certificates, and the performance of its obligations hereunder and thereunder, and this Agreement, the Subscription Receipt Indenture, the Warrant Indenture and the Special Broker Warrant Certificates have been duly executed and delivered by any provision the Company and constitute legal, valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement shall may be deemed exclusive unless so indicatedlimited by applicable law; (xvii) the rights, but each shallprivileges, wherever possiblerestrictions and conditions attaching to the Subscription Receipts and Underlying Units are accurately summarized in all material respects in the Final Prospectus; (xviii) all necessary documents have been filed, be cumulative in addition to all other remedies at law which either party may requisite proceedings have arising out of an Event of Default been taken and all approvals, permits and consents of the appropriate regulatory authority under the securities laws in each of the Qualifying Jurisdictions have been obtained by the Company to qualify the distribution or distribution to the public of the Subscription Receipts and Underlying Units (including, for greater certainty, the Additional Subscription Receipts and the Additional Underlying Units) and the distribution to the Underwriters of the Broker Special Warrants in each of the Qualifying Jurisdictions through persons who are registered under applicable legislation and who have complied with the relevant provisions of such applicable legislation; (xix) the issue by the Company of (i) the Broker Warrants upon conversion of the Broker Special Warrants, and (ii) the Broker Shares issuable upon exercise of the Broker Warrants, being exempt from, or not being subject to, the prospectus and registration requirements of Applicable Securities Laws of each of the Qualifying Jurisdictions and no prospectus or other party.documents being required to be filed, proceedings taken, or approvals, permits, consents or authorizations obtained under Applicable Securities Laws in any of the Qualifying Jurisdictions in respect of such distribution; 14.8 This Agreement is made solely (xx) subject only to the standard listing conditions, the Subscription Receipts, the Unit Shares, the Warrants and specifically between the Warrant Shares (including, for greater certainty, the Additional Subscription Receipts, the Unit Shares and the Warrants underlying the Additional Underlying Units, and the Warrant Shares issuable upon exercise of the additional Warrants) and the Broker Shares have been conditionally listed on the TSXV (or the TSX); (xxi) the form and terms of the certificates representing the Subscription Receipts and Common Shares and the Warrants of the Company have been approved by the directors of the Company and comply in all material respects with the Business Corporations Act (British Columbia) and the rules and by-laws of the TSXV (or the TSX, as the case may be); (xxii) the execution and delivery of this Agreement, the Subscription Receipt Indenture, the Warrant Indenture and the Special Broker Warrant Certificates, the fulfilment of the terms hereof and thereof by the Company and the issuance and delivery of the Subscription Receipts and the Special Broker Warrant Certificates to be issued and delivered by the Company at the Time of Closing, the issuance and delivery of the Unit Shares and Warrants upon conversion of the Subscription Receipts, the issuance of the Warrant Shares upon exercise of the Warrants, the issuance and delivery of the Broker Warrants upon conversion of the Broker Special Warrants, the issuance and delivery of the Broker Shares upon exercise of the Broker Warrants, the issuance and delivery of the Additional Subscription Receipts or Additional Underlying Units upon exercise of the Over-Allotment Option and, if applicable, the issuance and delivery of the Unit Shares and Warrants comprising the Additional Underlying Units upon conversion of the Additional Subscription Receipts do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with any of the terms, conditions or provisions of the articles or by-laws of the Company or the resolutions of the shareholders or directors of the Company or the Business Corporations Act (British Columbia) or Applicable Securities Laws; (xxiii) Computershare Investor Services Inc. has been duly appointed the transfer agent and registrar for the benefit of the parties hereto and their respective successors and assigns, subject to the express provisions hereof relating to successors and assigns, and no other Person whatsoever shall have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise. 14.9 The parties acknowledge that they have required that this Agreement and all related documents be prepared in English.Shares;