Common use of General Covenants of the Company Clause in Contracts

General Covenants of the Company. The Company represents, warrants and covenants with the Trustee for the benefit of the Trustee and the Warrantholders that: (a) it will at all times maintain its existence, carry on and conduct its business in a proper, efficient and business-like manner and in accordance with good business practice, keep or cause to be kept proper books of account in accordance with generally accepted accounting practice, and, if and whenever required in writing by the Trustee, file with the Trustee copies of all annual statements of the Company furnished to its shareholders during the term of this Indenture; (b) it is duly authorized to create and issue the Warrants to be issued under this Indenture and the Series A Warrant Certificates, the Series B Warrant Certificates and the Series C Warrant Certificates when issued and certified as provided in this Indenture will be legal, valid and binding obligations of the Company; (c) subject to the provisions of this Indenture, it will cause the Warrant Shares from time to time subscribed for and purchased pursuant to the exercise of Warrants, and the certificates representing such Warrant Shares, to be duly and validly issued; (d) at all times while any Warrants are outstanding it will reserve and there will remain unissued out of its authorized capital a number of Common Shares sufficient to enable the Company to meet its obligation to issue Warrant Shares on the exercise of Warrants outstanding under this Indenture from time to time; (e) upon the exercise by the holder of any Warrants of the right of purchase provided for therein and in this Indenture and, upon payment of the Subscription Price applicable thereto for each Warrant Share in respect of which the right of purchase is so exercised, all Warrant Shares issuable upon the exercise will be duly and validly issued as fully paid and non-assessable; (f) the Company will use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchange for a period of at least 12 months from the date hereof; (g) the Company will use its commercially reasonable efforts to maintain its status as a reporting issuer” pursuant to and not in default of each of the B.C. Act, the Alberta Act and the Ontario Act for a period of 12 months from the date hereof; (h) the Company will use its commercially reasonable efforts to keep the registration statement filed under the United States Securities Act of 1933 on Form SB-2, effective for 12 months from the date hereof; and (i) it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all other acts, deeds and assurances in law as the Trustee may reasonably require for better accomplishing and effecting the intentions and provisions of this Indenture.

General Covenants of the Company. The Company represents, warrants and covenants with the Trustee Warrant Agent for the benefit of the Trustee Warrant Agent and the Warrantholders thatthat so long as any Warrants remain outstanding: (a1) it The Company will at all times maintain its existence, existence and will carry on and conduct its business in a proper, efficient and business-like prudent manner and in accordance with industry standards and good business practice, will keep or cause to be kept proper books of account in accordance with generally accepted accounting practice, andapplicable law and will, if and whenever required in writing by the TrusteeWarrant Agent, file with the Trustee Warrant Agent copies of all annual statements of the Company furnished to its shareholders during the term of this Indenture;indenture. (b2) it is duly authorized to create and issue the Warrants to be issued under this Indenture and the Series A Warrant Certificates, the Series B Warrant Certificates and the Series C Warrant Certificates when issued and certified as provided in this Indenture will be legal, valid and binding obligations of the Company; (c) subject to the provisions of this Indenture, it will cause the Warrant Shares from time to time subscribed for and purchased pursuant to the exercise of Warrants, and the certificates representing such Warrant Shares, to be duly and validly issued; (d) at all times while any Warrants are outstanding it will reserve and there will remain unissued out of its authorized capital a number of Common Shares sufficient to enable the Company to meet its obligation to issue Warrant Shares on the exercise of Warrants outstanding under this Indenture from time to time; (e) upon the exercise by the holder of any Warrants of the right of purchase provided for therein and in this Indenture and, upon payment of the Subscription Price applicable thereto for each Warrant Share in respect of which the right of purchase is so exercised, all Warrant Shares issuable upon the exercise will be duly and validly issued as fully paid and non-assessable; (f) the The Company will use its commercially reasonable best efforts to maintain the listing of the Common Shares on the Exchange TSX and the NYSE and to have the Common Shares issued pursuant to the exercise of the Warrants listed and posted for a period of at least 12 months from trading on the date hereof;TSX and the NYSE as expeditiously as possible. (g3) The Company will reserve and keep available a sufficient number of Subject Securities for issuance upon the exercise of Warrants issued by the Company. (4) The Company will cause the Subject Securities from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof. (5) The Company will cause the certificates representing the Subject Securities from time to time to be acquired pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof. (6) All Subject Securities that shall be issued by the Company upon exercise of the rights provided for herein, upon payment of the Exercise Price, shall be issued as fully paid and non-assessable common shares. (7) The Company will use its commercially reasonable best efforts to maintain its status as a “reporting issuer” pursuant to and or reporting company not in default of the requirements of applicable Securities Laws until the Time of Expiry. (8) The Company will well and truly perform and carry out all the acts and things to be done by it as provided in this indenture. (9) The Company will provide to each Warrantholder copies of the B.C. Act, the Alberta Act and the Ontario Act for a period of 12 months all financial statements sent to registered shareholders from the date hereof;hereof and while any Warrants remain outstanding. (h10) the The Company will use its commercially reasonable efforts to keep promptly advise the registration statement filed Warrant Agent and the Warrantholders in writing of any default under the United States Securities Act of 1933 on Form SB-2, effective for 12 months from the date hereof; and (i) it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all other acts, deeds and assurances in law as the Trustee may reasonably require for better accomplishing and effecting the intentions and provisions terms of this Indentureindenture.

General Covenants of the Company. The So long as any Subscription Receipts remain outstanding the Company represents, warrants and covenants with the Trustee for the benefit of the Trustee and the Warrantholders thatas follows: (a) it will at all times maintain its existence, carry on and conduct its business in a proper, efficient and business-like manner and cause the Common Shares issuable pursuant to the conversion of the Subscription Receipts to be duly issued in accordance with good business practice, keep or cause to be kept proper books of account in accordance with generally accepted accounting practice, and, if the Subscription Receipt Certificates and whenever required in writing by the Trustee, file with the Trustee copies of all annual statements of the Company furnished to its shareholders during the term of this Indentureterms hereof; (b) it is duly authorized to create and issue all Common Shares issuable upon the Warrants to be issued under this Indenture and the Series A Warrant Certificates, the Series B Warrant Certificates and the Series C Warrant Certificates when issued and certified as provided in this Indenture will be legal, valid and binding obligations conversion of the CompanySubscription Receipts (in accordance with the terms hereof and of the Subscription Receipt Certificates) shall be credited as fully paid-up; (c) subject to the provisions of this Indenture, it will cause the Warrant Shares from time to time subscribed for and purchased Common Share Purchase Warrants issuable pursuant to the exercise conversion of Warrants, and the certificates representing such Warrant Shares, Subscription Receipts to be duly issued in accordance with the Subscription Receipt Certificates and validly issuedthe terms hereof; (d) at all times while any Warrants are outstanding it will reserve and there will remain unissued out of its authorized capital a number of Common Shares sufficient to enable the Company to meet its obligation to issue Warrant Shares on the exercise of Warrants outstanding under this Indenture from time to time; (e) upon the exercise by the holder of any Warrants of the right of purchase provided for therein and in this Indenture and, upon payment of the Subscription Price applicable thereto for each Warrant Share in respect of which the right of purchase is so exercised, all Warrant Shares issuable upon the due exercise will of the Common Share Purchase Warrants in accordance with the terms and conditions of the certificates representing such Common Share Purchase Warrants shall be duly and validly issued credited as fully paid and nonpaid-assessableup; (e) it will use reasonable commercial efforts to maintain its corporate existence; (f) the Company generally, it will use its commercially reasonable efforts to maintain the listing well and truly perform and carry out all of the Common Shares on the Exchange for a period of at least 12 months from the date hereof; (g) the Company will use its commercially reasonable efforts acts or things to maintain its status be done by it as a reporting issuer” pursuant to provided in this Agreement and not in default of each of the B.C. Act, the Alberta Act and the Ontario Act for a period of 12 months from the date hereof; (h) the Company will use its commercially reasonable efforts to keep the registration statement filed under the United States Securities Act of 1933 on Form SB-2, effective for 12 months from the date hereof; and (i) it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered delivered, all other acts, deeds and assurances in law as the Trustee Subscription Receipt Agent may reasonably require for the better accomplishing and effecting the intentions and provisions of this Indenture.Agreement; and (g) upon becoming aware of the same, it will promptly advise the Subscription Receipt Agent in writing of any default by the Company of the terms of this Agreement; and

General Covenants of the Company. The Company representscovenants and agrees that, warrants and covenants with unless otherwise contemplated herein, the Trustee for the benefit of the Trustee and the Warrantholders thatCompany shall: (a) it will at all times maintain in consultation with CanaFarma and its existencecounsel, carry on prepare and conduct its business in a proper, efficient and business-like manner and file the Prospectus prepared in accordance with good business practicethe CSE rules and rules and policies of the Commissions, keep or cause to be kept proper books of account all in accordance with generally accepted accounting practice, and, if and whenever required in writing by the Trustee, file with the Trustee copies of all annual statements of the Company furnished to its shareholders during the term of this Indentureapplicable laws; (b) it is duly authorized give its consent (and provide such other reasonable assurances as may be required) and use its best efforts to create and issue obtain (including the Warrants provision of such reasonable assurances as may be required), consents of all other Persons to the transactions contemplated by this Agreement, as may be issued under this Indenture and the Series A Warrant Certificatesrequired pursuant to any statute, the Series B Warrant Certificates and the Series C Warrant Certificates when issued and certified as provided in this Indenture will be legal, valid and binding obligations of the Companylaw or ordinance or by any governmental or other regulatory authority having jurisdiction; (c) subject upon the Company receiving notification or other information from any regulatory authority or body concerning the transactions contemplated hereunder, such information shall be promptly disclosed in writing to the provisions of this Indenture, it will cause the Warrant Shares from time to time subscribed solicitors for and purchased pursuant to the exercise of Warrants, and the certificates representing such Warrant Shares, to be duly and validly issuedCanaFarma; (d) at in consultation with CanaFarma and its counsel, forthwith use its best efforts to obtain all times while any Warrants are outstanding it will reserve necessary regulatory approvals and there will remain unissued out to make application to the CSE for listing of its authorized capital a number the KYC Shares issuable in connection with the Transaction following the Closing, and shall assist in making all submissions, prepare all press releases and circulars and make all notifications required with respect to this Transaction and the issuance of Common Resulting Issuer Shares sufficient to enable the Company to meet its obligation to issue Warrant and Series A Preferred Shares on the exercise of Warrants outstanding under this Indenture from time to timeas contemplated hereunder; (e) upon take all steps necessary to make proper disclosure within such time as required by any regulatory authority, and any other applicable statutes and laws concerning this Agreement and the exercise by the holder of any Warrants of the right of purchase provided for therein and in this Indenture and, upon payment of the Subscription Price applicable thereto for each Warrant Share in respect of which the right of purchase is so exercised, all Warrant Shares issuable upon the exercise will be duly and validly issued as fully paid and non-assessabletransactions contemplated herein; (f) the Company will use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchange for a period of at least 12 months from the date hereof; (g) the Company will use its commercially reasonable best efforts to maintain its status as a reporting issuer” pursuant to and not issuer in default of good standing in each of Alberta and British Columbia; (g) use all reasonable commercial efforts to satisfy (or cause the B.C. Actsatisfaction of) the conditions precedent to its obligations hereunder set forth in Article 5 to the extent the same is within its control and take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable laws to complete the Transaction, including using its reasonable commercial efforts to: (i) obtain all necessary waivers, consents and approvals required to be obtained by it from other parties to loan agreements, leases and other contracts; (ii) obtain all necessary consents, approvals and authorizations as are required to be obtained by it under any applicable laws; (iii) effect all necessary registrations and filings and submissions of information requested by governmental entities required to be effected by it in connection with the Transaction and participate and appear in any proceedings of either party before governmental entities in connection with the Transaction; (iv) oppose, lift or rescind any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting the ability of the parties to consummate, the Alberta Act transactions contemplated hereby or by the Transaction; (v) fulfill all conditions and satisfy all provisions of this Agreement; (vi) cooperate with the Ontario Act for a period other party to this Agreement in connection with the performance by it of 12 months its obligations hereunder; and (vii) not take any action, refrain from taking any action, or permit any action to be taken or not taken, inconsistent with this Agreement or which would reasonably be expected to significantly impede the date hereofconsummation of the Transaction; (h) the Company will use its commercially reasonable efforts agrees to keep enter into such other agreements as may be necessary to effect the registration statement filed under Transaction in reliance upon Section 2.11 Business combination and reorganization and/or Section 2.16 Take-over bid and issuer bid of National Instrument 45-106 Prospectus Exemptions; (i) provided that the United States Securities Act applicable requirements are met, validly issue the Reporting Issuer Shares and Series A Preferred Shares hereunder as fully paid, non-assessable and, except for resale restrictions imposed by the applicable Canadian securities laws (including Section 2.6 Seasoning Period of 1933 on Form SB-2National Instrument 00-000 Xxxxxxx xx Xxxxxxxxxx) xxx Xxxxxx Xxxxxx securities laws (including applicable legend requirements) and the escrow requirements imposed by the Exchange, effective for 12 months from free and clear of all mortgages, liens, charges, security deposits, adverse claims, pledges, encumbrances, rights, privileges and demands whatsoever; (j) prior to the date hereofClosing Date, the Company shall not issue any additional securities; and (ik) it the Company will do, execute, acknowledge make any filings required under applicable securities laws within the prescribed time periods related to the issuance of the Resulting Issuer Shares and deliver or cause to be done, executed, acknowledged and delivered all other acts, deeds and assurances in law Series A Preferred Shares issued as the Trustee may reasonably require for better accomplishing and effecting the intentions and provisions of this IndentureConsideration.

General Covenants of the Company. 3.1. The Company represents, warrants and covenants with the Trustee for the benefit of the Trustee and the Warrantholders thatHolder that so long as any Warrants remain outstanding: (a) it is duly authorized to enter into and perform its obligations under this Certificate; (b) all things necessary have been done and performed to create the Warrants and to make the Warrants and this Certificate legal, valid and binding upon the Company with the benefits and subject to the terms of this Certificate; (c) it will at all times maintain its corporate existence, carry on and conduct its business in a proper, efficient and business-like manner and in accordance with good business practice, keep or cause to be kept proper books of account in accordance with generally accepted accounting practice, and, if and whenever required in writing by the Trustee, file with the Trustee copies of all annual statements of the Company furnished to its shareholders during the term of this Indenture; (bd) it is duly authorized will use reasonable commercial efforts to create maintain the listing of its common shares on the TSX and issue to have the Shares issued pursuant to the exercise of the Warrants to be issued under this Indenture listed and posted for trading on the Series A Warrant Certificates, the Series B Warrant Certificates and the Series C Warrant Certificates when issued and certified TSX as provided in this Indenture will be legal, valid and binding obligations of the Companyexpeditiously as possible; (ce) subject to it will reserve and keep available a sufficient number of Shares for issuance upon the provisions exercise of this Indenture, Warrants; (f) it will cause the Warrant Shares from time to time subscribed for and purchased pursuant to the exercise of WarrantsWarrants issued by the Company hereunder, and in the certificates representing such Warrant Sharesmanner herein provided, to be duly issued in accordance with the Warrants and validly issuedthe terms hereof; (dg) at all times while any Warrants are outstanding it will reserve and there will remain unissued out of its authorized capital a number of Common cause the certificates representing the Shares sufficient to enable the Company to meet its obligation to issue Warrant Shares on the exercise of Warrants outstanding under this Indenture from time to timetime to be acquired pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof; (eh) it will issue all Shares upon the exercise by the holder of any Warrants of the right of purchase rights provided for therein and in this Indenture and, upon payment of the Subscription Price applicable thereto for each Warrant Share in respect of which the right of purchase is so exercised, all Warrant Shares issuable upon the exercise will be duly and validly issued herein as fully paid and non-assessableassessable common shares; (fi) the Company it will use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchange for a period of at least 12 months from the date hereof; (g) the Company will use its commercially reasonable efforts to maintain its status as a “reporting issuer” pursuant to and not in default of each the requirements of the B.C. ActProvinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec and New Brunswick until the Alberta Act and the Ontario Act for a period Time of 12 months from the date hereofExpiry; (hj) generally, the Company will well and truly perform and carry out all the acts and things to be done by it as provided in this Certificate; (k) it will promptly advise the Holder in writing of any default under the terms of this Certificate; (l) if, in the opinion of counsel, any instrument is required to be filed with, or any permission, order or ruling is required to be obtained from, any securities administrator or any other step is required under any federal or provincial law of Canada before the Shares may be issued or delivered to the Holder or resold by such Holder, the Company covenants that it will use its commercially reasonable efforts to keep file such instrument, obtain such permission, order or ruling or take all such other actions, at its expense, as is required or appropriate in the registration statement filed under the United States Securities Act of 1933 on Form SB-2, effective for 12 months from the date hereofcircumstances; and (im) it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered delivered, all other acts, deeds and assurances in law as may be reasonably required for the Trustee may reasonably require for better accomplishing and effecting of the intentions and provisions of this IndentureCertificate.

General Covenants of the Company. The Company representshereby covenants and agrees that, warrants and covenants with the Trustee for the benefit of the Trustee and the Warrantholders thatunless otherwise contemplated herein: (a) it will at all times maintain its existence, carry on the Company shall assist with the preparation and conduct its business in a proper, efficient and business-like manner and filing of the Filing Statement prepared in accordance with good business practice, keep or cause to be kept proper books of account in accordance with generally accepted accounting practice, and, if and whenever required in writing by the Trustee, file with the Trustee copies of all annual statements of the Company furnished to its shareholders during the term of this IndentureCSE rules; (b) it is duly authorized to create the Company shall, during the Interim Period, preserve intact as a going concern its business organization and issue goodwill, and shall keep available the Warrants to be issued under this Indenture services of its officers and the Series A Warrant Certificates, the Series B Warrant Certificates employees as a group and the Series C Warrant Certificates when issued and certified as provided in this Indenture will be legal, valid and binding obligations of the Companyshall maintain its business relationships; (c) subject the Company shall give its consent (and provide such other reasonable assurances as may be required) and use its respective best efforts to obtain (including the provision of such reasonable assurances as may be required), consents of all other Persons to the provisions of Transaction as contemplated by this IndentureAgreement, it will cause the Warrant Shares from time to time subscribed for and purchased as may be required pursuant to the exercise of Warrantsany statute, and the certificates representing such Warrant Shares, to be duly and validly issuedlaw or ordinance or by any governmental or other regulatory authority having jurisdiction; (d) at all times while any Warrants are outstanding it will reserve and there will remain unissued out of its authorized capital a number of Common Shares sufficient to enable the Company shall use all reasonable commercial efforts to meet satisfy (or cause the satisfaction of) the conditions precedent to its obligation obligations hereunder set forth in Article 5 to issue Warrant Shares on the exercise of Warrants outstanding under this Indenture from time extent the same is within its control and take, or cause to time; (e) upon the exercise by the holder of any Warrants of the right of purchase provided for therein and in this Indenture and, upon payment of the Subscription Price applicable thereto for each Warrant Share in respect of which the right of purchase is so exercisedbe taken, all Warrant Shares issuable upon the exercise will be duly other action and validly issued as fully paid and non-assessable; (f) the Company will use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchange for a period of at least 12 months from the date hereof; (g) the Company will use its commercially reasonable efforts to maintain its status as a reporting issuer” pursuant to and not in default of each of the B.C. Act, the Alberta Act and the Ontario Act for a period of 12 months from the date hereof; (h) the Company will use its commercially reasonable efforts to keep the registration statement filed under the United States Securities Act of 1933 on Form SB-2, effective for 12 months from the date hereof; and (i) it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all other actsthings necessary, deeds proper or advisable under all applicable laws to complete the Transaction as contemplated hereby, including using its reasonable commercial efforts to: (i) obtain all necessary waivers, consents and assurances approvals required to be obtained by it from other parties to loan agreements, leases and other contracts; (ii) obtain all necessary consents, approvals and authorizations as are required to be obtained by it under any applicable laws; (iii) effect all necessary registrations and filings and submissions of information requested by governmental entities required to be effected by it in law as connection with the Trustee may reasonably require for better accomplishing Transaction and effecting participate and appear in any proceedings of either party before governmental entities in connection with the intentions Transaction; (iv) oppose, lift or rescind any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting the ability of the parties to consummate, the transactions contemplated hereby or by the Transaction; (v) fulfill all conditions and satisfy all provisions of this Indenture.Agreement; (vi) cooperate with the other parties to this Agreement in connection with the performance by it of its obligations hereunder; and (vii) not take any action, refrain from taking any action, or permit any action to be taken or not taken, inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction; (e) the Company agrees to enter into such other agreements as may be necessary to effect the Transaction in reliance upon Section 211 Business combination and reorganization and/or Section

General Covenants of the Company. The Company represents, warrants covenants and covenants agrees with the Trustee Warrant Agent for the benefit of the Trustee Warrant Agent and the Warrantholders thatthat so long as any Warrants remain outstanding: (a1) it will at all times maintain its existenceThe Warrants, carry on and conduct its business in a proper, efficient and business-like manner and in accordance with good business practice, keep or cause to be kept proper books of account in accordance with generally accepted accounting practice, and, if and whenever required in writing by the Trustee, file with the Trustee copies of all annual statements of the Company furnished to its shareholders during the term of this Indenture; (b) it is duly authorized to create and issue the Warrants to be issued under this Indenture and the Series A Warrant Certificates, the Series B Warrant Certificates and the Series C Warrant Certificates when issued and certified countersigned as provided in this Indenture herein provided, will be legal, valid and binding obligations of enforceable against the Company; (c) Company and, subject to the provisions of this Indenture, it the Company will cause the Warrant underlying Shares from time to time subscribed for and purchased acquired pursuant to the exercise of Warrants, Warrants under this Indenture and the certificates representing such Warrant Shares, underlying Shares to be duly delivered, all in accordance with the Warrant Certificates and validly issued; (d) at the terms hereof. At all times prior to the Time of Expiry, while any of the Warrants are outstanding it will outstanding, the Company shall reserve and there will remain shall be conditionally allotted but unissued out of its authorized capital a authorised capital, the necessary number of Common underlying Shares. All underlying Shares sufficient delivered pursuant to enable the Company to meet its obligation to issue Warrant Shares on the exercise of the Warrants outstanding under this Indenture from time to time; (e) upon the exercise by the holder of any Warrants of the right of purchase provided for therein and in this Indenture and, upon payment of the Subscription Price applicable thereto for each Warrant Share in respect of which the right of purchase is so exercised, all Warrant Shares issuable upon the exercise will shall be duly and validly issued as fully paid and non-assessable;non- assessable and shall be delivered free and clear of any encumbrances. (f2) the The Company will use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchange for a period of at least 12 months from the date hereof; (g) the Company will use its commercially reasonable efforts to maintain its status as a reporting issuer” pursuant to and not in default of each of the B.C. Act, the Alberta Act and the Ontario Act for a period of 12 months from the date hereof; (h) the Company will use its commercially reasonable efforts to keep the registration statement filed under the United States Securities Act of 1933 on Form SB-2, effective for 12 months from the date hereof; and (i) it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered delivered, all other acts, deeds and assurances in law as the Trustee Warrant Agent may reasonably require for the better accomplishing and effecting of the intentions and provisions of this Indenture. (3) Subject to the express provisions hereof, the Company will do or cause to be done, all things necessary to preserve and keep in full force and effect its corporate existence, provided, however, that (subject to Section 2.12 and 2.13) nothing herein contained shall prevent the amalgamation, consolidation, merger, sale, winding up or liquidation of the Company or any subsidiary of the Company or the abandonment of any rights and franchises of the Company or any subsidiary of the Company if, in the opinion of the Directors or officers of the Company, it would be advisable and in the best interest of the Company or of such subsidiary of the Company to do so. (4) The Company shall take all such reasonable steps and actions to do all such reasonable things that may be required to maintain the listing and posting for trading of the Shares and the Warrants (subject to trading in the Warrants not commencing until the Warrants are no longer subject to resale restrictions pursuant to section 2.5 of National Instrument 45-102 of the Canadian Securities Administrators and the Company has obtained all requisite regulatory approvals for such listing, including the approval of the TSX or such other recognized stock exchange or quotation system as the Underwriters may approve, acting reasonably) on the TSX or such other recognized stock exchange or quotation system as the Underwriters may approve, acting reasonably, until such time as Warrants cease to be outstanding and to maintain its status as a ìreporting issuer” not in default of the requirements of the securities acts and regulations of all provinces and territories of Canada where it is or may, from time to time, be a reporting issuer, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Company ceasing to be a reporting issuer so long as the holders of Shares receive securities of an entity which is listed on a stock exchange in Canada or such other exchange as may be agreed upon by the Company and the Underwriters or the holders of the Shares have approved the transaction. (5) The Company covenants that, in the event that it shall begin or cease to file as a ìforeign issuer”, the Company shall promptly deliver to the Warrant Agent an officerís certificate (in a form provided by the Warrant Agent) certifying such ìreporting issuer” status and other information as the Warrant Agent may require at such given time. (6) The Company will cause the Warrant Agent to keep opened the register of Warrantholders and transfers of Warrants referred to in section 2.8(1) and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from exercising any of the Warrants or receiving any of the underlying Shares upon such exercise. (7) The Company will make all requisite filings, registrations and notices, including those required to be made with the appropriate securities commissions and the TSX and the Company shall pay all corresponding fees, in connection with the exercise of the Warrants. (8) The Company will perform and carry out all the acts and things to be done by it as provided in this Indenture. (9) The Company will promptly advise the Warrant Agent and the Warrantholders in writing of any default under the terms of this Indenture.

General Covenants of the Company. The Company represents, warrants covenants and covenants agrees with the Trustee Warrant Agent for the benefit of the Trustee Warrant Agent and the Warrantholders thatthat so long as any Warrants remain outstanding: (a1) it will at all times maintain its existenceThe Warrants, carry on and conduct its business in a proper, efficient and business-like manner and in accordance with good business practice, keep or cause to be kept proper books of account in accordance with generally accepted accounting practice, and, if and whenever required in writing by the Trustee, file with the Trustee copies of all annual statements of the Company furnished to its shareholders during the term of this Indenture; (b) it is duly authorized to create and issue the Warrants to be issued under this Indenture and the Series A Warrant Certificates, the Series B Warrant Certificates and the Series C Warrant Certificates when issued and certified countersigned as provided in this Indenture herein provided, will be legal, valid and binding obligations of enforceable against the Company; (c) Company and, subject to the provisions of this Indentureindenture, it the Company will cause the Warrant underlying Shares from time to time subscribed for and purchased acquired pursuant to the exercise of Warrants, Warrants under this indenture and the certificates representing such Warrant Shares, underlying Shares to be duly delivered, all in accordance with the Warrant Certificates and validly issued; (d) at the terms hereof. At all times prior to the Time of Expiry, while any of the Warrants are outstanding it will outstanding, the Company shall reserve and there will remain shall be conditionally allotted but unissued out of its authorized capital a authorised capital, the necessary number of Common underlying Shares. All underlying Shares sufficient delivered pursuant to enable the Company to meet its obligation to issue Warrant Shares on the exercise of the Warrants outstanding under this Indenture from time to time; (e) upon the exercise by the holder of any Warrants of the right of purchase provided for therein and in this Indenture and, upon payment of the Subscription Price applicable thereto for each Warrant Share in respect of which the right of purchase is so exercised, all Warrant Shares issuable upon the exercise will shall be duly and validly issued as fully paid and non-assessable;non- assessable and shall be delivered free and clear of any encumbrances. (f2) the The Company will use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchange for a period of at least 12 months from the date hereof; (g) the Company will use its commercially reasonable efforts to maintain its status as a reporting issuer” pursuant to and not in default of each of the B.C. Act, the Alberta Act and the Ontario Act for a period of 12 months from the date hereof; (h) the Company will use its commercially reasonable efforts to keep the registration statement filed under the United States Securities Act of 1933 on Form SB-2, effective for 12 months from the date hereof; and (i) it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered delivered, all other acts, deeds and assurances in law as the Trustee Warrant Agent may reasonably require for the better accomplishing and effecting of the intentions and provisions of this Indentureindenture. (3) Subject to the express provisions hereof, the Company will do or cause to be done, all things necessary to preserve and keep in full force and effect its corporate existence, provided, however, that (subject to Section 2.12 and 2.13) nothing herein contained shall prevent the amalgamation, consolidation, merger, sale, winding up or liquidation of the Company or any subsidiary of the Company or the abandonment of any rights and franchises of the Company or any subsidiary of the Company if, in the opinion of the directors or officers of the Company, it would be advisable and in the best interest of the Company or of such subsidiary of the Company to do so. (4) The Company shall take all such reasonable steps and actions to do all such reasonable things that may be required to maintain the listing and posting for trading of the Shares on the TSXV until such time as Warrants cease to be outstanding and to maintain its status as a “reporting issuer” not in default of the requirements of the securities acts and regulations of all provinces and territories of Canada where it is or may, from time to time, be a reporting issuer. (5) The Corporation will cause the Warrant Agent to keep opened the register of Warrantholders and transfers of Warrants referred to in section 2.8(1) and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from exercising any of the Warrants or receiving any of the underlying Shares upon such exercise. (6) The Company will make all requisite filings, registrations and notices, including those required to be made with the appropriate securities commissions and the TSXV and the Company shall pay all corresponding fees, in connection with the exercise of the Warrants. (7) The Company will perform and carry out all the acts and things to be done by it as provided in this indenture. (8) The Company will promptly advise the Warrant Agent and the Warrantholders in writing of any default under the terms of this indenture.

General Covenants of the Company. The So long as any Subscription Receipts remain outstanding the Company represents, represents warrants and covenants with the Trustee for the benefit of the Trustee and the Warrantholders thatas follows: (a) it the Company is duly authorized to create and issue the Subscription Receipts and, when issued and Authenticated as herein provided, such Subscription Receipts shall be valid and enforceable against the Company in accordance with the terms herein; (b) the Company will at all times reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Underlying Shares upon the conversion of the Subscription Receipts issued by it, as well as the Common Shares underlying the Warrants; (c) the Company will cause the Underlying Shares and any certificates representing the Underlying Shares acquired pursuant to the deemed conversion of the Subscription Receipts issued by it to be duly issued in accordance with the Subscription Receipts and the terms hereof; (d) all Underlying Shares which shall be issued upon deemed conversion of the Subscription Receipts (in accordance with the terms hereof and of the Subscription Receipts) shall be fully paid and non-assessable; (e) it will maintain its existence, corporate existence and carry on and conduct its business in a proper, efficient and business-like prudent manner and in accordance with industry standards and good business practicepractices, and will keep or cause to be kept proper books of account in accordance with generally accepted accounting practice, and, if and whenever required in writing by the Trustee, file with the Trustee copies of all annual statements of the Company furnished to its shareholders during the term of this Indenture; (b) it is duly authorized to create and issue the Warrants to be issued under this Indenture and the Series A Warrant Certificates, the Series B Warrant Certificates and the Series C Warrant Certificates when issued and certified as provided in this Indenture will be legal, valid and binding obligations of the Company; (c) subject to the provisions of this Indenture, it will cause the Warrant Shares from time to time subscribed for and purchased pursuant to the exercise of Warrants, and the certificates representing such Warrant Shares, to be duly and validly issued; (d) at all times while any Warrants are outstanding it will reserve and there will remain unissued out of its authorized capital a number of Common Shares sufficient to enable the Company to meet its obligation to issue Warrant Shares on the exercise of Warrants outstanding under this Indenture from time to time; (e) upon the exercise by the holder of any Warrants of the right of purchase provided for therein and in this Indenture and, upon payment of the Subscription Price applicable thereto for each Warrant Share in respect of which the right of purchase is so exercised, all Warrant Shares issuable upon the exercise will be duly and validly issued as fully paid and non-assessablelaw; (f) the Company generally, it will use its commercially reasonable efforts to maintain the listing well and truly perform and carry out all of the Common Shares on the Exchange for a period of at least 12 months from the date hereof; (g) the Company will use its commercially reasonable efforts acts or things to maintain its status be done by it as a reporting issuer” pursuant to provided in this Agreement and not in default of each of the B.C. Act, the Alberta Act and the Ontario Act for a period of 12 months from the date hereof; (h) the Company will use its commercially reasonable efforts to keep the registration statement filed under the United States Securities Act of 1933 on Form SB-2, effective for 12 months from the date hereof; and (i) that it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered delivered, all other acts, deeds and assurances in law as the Trustee Subscription Receipt Agent may reasonably require for the better accomplishing and effecting of the intentions and provisions of this IndentureAgreement; and (g) it will promptly advise the Subscription Receipt Agent and the Subscription Receiptholders in writing of any default under the terms of this Agreement.

General Covenants of the Company. The Company represents, warrants covenants and covenants agrees with the Trustee Warrant Agent for the benefit of the Trustee Warrant Agent and the Warrantholders thatthat so long as any Warrants remain outstanding: (a1) it will at all times maintain its existenceThe Warrants, carry on and conduct its business in a proper, efficient and business-like manner and in accordance with good business practice, keep or cause to be kept proper books of account in accordance with generally accepted accounting practice, and, if and whenever required in writing by the Trustee, file with the Trustee copies of all annual statements of the Company furnished to its shareholders during the term of this Indenture; (b) it is duly authorized to create and issue the Warrants to be issued under this Indenture and the Series A Warrant Certificates, the Series B Warrant Certificates and the Series C Warrant Certificates when issued and certified countersigned as provided in this Indenture herein provided, will be legal, valid and binding obligations of enforceable against the Company; (c) Company and, subject to the provisions of this Indentureindenture, it the Company will cause the Warrant underlying Shares from time to time subscribed for and purchased acquired pursuant to the exercise of Warrants, Warrants under this indenture and the certificates representing such Warrant Shares, underlying Shares to be duly delivered, all in accordance with the Warrant Certificates and validly issued; (d) at the terms hereof. At all times prior to the Time of Expiry, while any of the Warrants are outstanding it will outstanding, the Company shall reserve and there will remain shall be conditionally allotted but unissued out of its authorized capital a authorised capital, the necessary number of Common underlying Shares. All underlying Shares sufficient delivered pursuant to enable the Company to meet its obligation to issue Warrant Shares on the exercise of the Warrants outstanding under this Indenture from time to time; (e) upon the exercise by the holder of any Warrants of the right of purchase provided for therein and in this Indenture and, upon payment of the Subscription Price applicable thereto for each Warrant Share in respect of which the right of purchase is so exercised, all Warrant Shares issuable upon the exercise will shall be duly and validly issued as fully paid and non-assessable;non- assessable and shall be delivered free and clear of any encumbrances. (f2) the The Company will use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchange for a period of at least 12 months from the date hereof; (g) the Company will use its commercially reasonable efforts to maintain its status as a reporting issuer” pursuant to and not in default of each of the B.C. Act, the Alberta Act and the Ontario Act for a period of 12 months from the date hereof; (h) the Company will use its commercially reasonable efforts to keep the registration statement filed under the United States Securities Act of 1933 on Form SB-2, effective for 12 months from the date hereof; and (i) it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered delivered, all other acts, deeds and assurances in law as the Trustee Warrant Agent may reasonably require for the better accomplishing and effecting of the intentions and provisions of this Indentureindenture. (3) Subject to the express provisions hereof, the Company will do or cause to be done, all things necessary to preserve and keep in full force and effect its corporate existence, provided, however, that (subject to Section 2.12 and 2.13) nothing herein contained shall prevent the amalgamation, consolidation, merger, sale, winding up or liquidation of the Company or any subsidiary of the Company or the abandonment of any rights and franchises of the Company or any subsidiary of the Company if, in the opinion of the directors or officers of the Company, it would be advisable and in the best interest of the Company or of such subsidiary of the Company to do so. (4) The Company shall take all such reasonable steps and actions to do all such reasonable things that may be required to maintain the listing and posting for trading of the Shares and the Warrants (subject to trading in the Warrants not commencing until the Warrants are no longer subject to resale restrictions pursuant to section 2.5 of National Instrument 45-102 of the Canadian Securities Administrators and the Company has obtained all requisite regulatory approvals for such listing, including the approval of the TSXV, the Toronto Stock Exchange or such other recognized stock exchange or quotation system as the Underwriters may approve, acting reasonably) on the TSXV, the Toronto Stock Exchange or such other recognized stock exchange or quotation system as the Underwriters may approve, acting reasonably, until such time as Warrants cease to be outstanding and to maintain its status as a “reporting issuer” not in default of the requirements of the securities acts and regulations of all provinces and territories of Canada where it is or may, from time to time, be a reporting issuer, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Company ceasing to be a reporting issuer so long as the holders of Shares receive securities of an entity which is listed on a stock exchange in Canada or such other exchange as may be agreed upon by the Company and the Underwriters or the holders of the Shares have approved the transaction. (5) The Company will cause the Warrant Agent to keep opened the register of Warrantholders and transfers of Warrants referred to in section 2.8(1) and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from exercising any of the Warrants or receiving any of the underlying Shares upon such exercise. (6) The Company will make all requisite filings, registrations and notices, including those required to be made with the appropriate securities commissions and the TSXV and the Company shall pay all corresponding fees, in connection with the exercise of the Warrants. (7) The Company will perform and carry out all the acts and things to be done by it as provided in this indenture. (8) The Company will promptly advise the Warrant Agent and the Warrantholders in writing of any default under the terms of this indenture.

General Covenants of the Company. The Company represents, warrants and covenants with the Trustee Warrant Agent for the benefit of the Trustee Warrant Agent and the Warrantholders thatthat so long as any Warrants remain outstanding and may be exercised for Common Shares: (a1) it The Company will at all times maintain its existence, existence and will carry on and conduct its business in a proper, efficient and business-like prudent manner and in accordance with industry standards and good business practice, and will keep or cause to be kept proper books of account in accordance with generally accepted accounting practice, and, if and whenever required in writing by the Trustee, file with the Trustee copies of all annual statements of the Company furnished to its shareholders during the term of this Indenture;applicable law. (b2) it is duly authorized to create and issue the Warrants to be issued under this Indenture and the Series A Warrant Certificates, the Series B Warrant Certificates and the Series C Warrant Certificates when issued and certified as provided in this Indenture will be legal, valid and binding obligations of the Company; (c) subject to the provisions of this Indenture, it will cause the Warrant Shares from time to time subscribed for and purchased pursuant to the exercise of Warrants, and the certificates representing such Warrant Shares, to be duly and validly issued; (d) at all times while any Warrants are outstanding it will reserve and there will remain unissued out of its authorized capital a number of Common Shares sufficient to enable the Company to meet its obligation to issue Warrant Shares on the exercise of Warrants outstanding under this Indenture from time to time; (e) upon the exercise by the holder of any Warrants of the right of purchase provided for therein and in this Indenture and, upon payment of the Subscription Price applicable thereto for each Warrant Share in respect of which the right of purchase is so exercised, all Warrant Shares issuable upon the exercise will be duly and validly issued as fully paid and non-assessable; (f) the The Company will use its commercially reasonable best efforts to maintain the listing of the Common Shares on the Exchange TSXV (or such other exchange as may be agreed upon by the Company and Agents) and to have the Common Shares issued pursuant to the exercise of the Warrants listed and posted for a period of at least 12 months from trading on the date hereof;TSXV (or such other exchange as may be agreed upon by the Company and Agents) as expeditiously as possible. (g3) The Company will reserve and keep available a sufficient number of Subject Securities for issuance upon the exercise of Warrants issued by the Company. (4) The Company will cause the Subject Securities from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof. (5) The Company will use its commercially reasonable efforts cause the certificates representing the Subject Securities from time to maintain its status as a reporting issuer” time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and not delivered in default of each accordance with the Warrants and the terms hereof. (6) All Subject Securities that shall be issued by the Company upon exercise of the B.C. Act, rights provided for herein shall be issued as fully paid and non-assessable. (7) The Company will perform and carry out all of the Alberta Act acts or things to be done by it as provided in this Indenture. (8) The Company will promptly advise the Warrant Agent and the Ontario Act for a period Warrantholders in writing of 12 months from the date hereof; (h) the Company will use its commercially reasonable efforts to keep the registration statement filed any default under the United States Securities Act of 1933 on Form SB-2, effective for 12 months from the date hereof; and (i) it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all other acts, deeds and assurances in law as the Trustee may reasonably require for better accomplishing and effecting the intentions and provisions terms of this Indenture.

General Covenants of the Company. The Company represents, warrants and covenants with the Trustee Warrant Agent for the benefit of the Trustee Warrant Agent and the Warrantholders thatthat so long as any Warrants remain outstanding: (a1) it The Company will at all times maintain its existence, existence and will carry on and conduct its business in a proper, efficient and business-like prudent manner and in accordance with industry standards and good business practice, will keep or cause to be kept proper books of account in accordance with generally accepted accounting practice, andapplicable law and will, if and whenever required in writing by the TrusteeWarrant Agent, file with the Trustee Warrant Agent copies of all annual statements of the Company furnished to its shareholders during the term of this Indenture;indenture. (b2) it is duly authorized to create and issue the Warrants to be issued under this Indenture and the Series A Warrant Certificates, the Series B Warrant Certificates and the Series C Warrant Certificates when issued and certified as provided in this Indenture will be legal, valid and binding obligations of the Company; (c) subject to the provisions of this Indenture, it will cause the Warrant Shares from time to time subscribed for and purchased pursuant to the exercise of Warrants, and the certificates representing such Warrant Shares, to be duly and validly issued; (d) at all times while any Warrants are outstanding it will reserve and there will remain unissued out of its authorized capital a number of Common Shares sufficient to enable the Company to meet its obligation to issue Warrant Shares on the exercise of Warrants outstanding under this Indenture from time to time; (e) upon the exercise by the holder of any Warrants of the right of purchase provided for therein and in this Indenture and, upon payment of the Subscription Price applicable thereto for each Warrant Share in respect of which the right of purchase is so exercised, all Warrant Shares issuable upon the exercise will be duly and validly issued as fully paid and non-assessable; (f) the The Company will use its commercially reasonable best efforts to maintain the listing of the Common Shares on the Exchange TSX and the AMEX and to have the Common Shares issued pursuant to the exercise of the Warrants listed and posted for a period of at least 12 months from trading on the date hereof;TSX and the AMEX as expeditiously as possible. (g3) The Company will reserve and keep available a sufficient number of Subject Securities for issuance upon the exercise of Warrants issued by the Company. (4) The Company will cause the Subject Securities from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof. (5) The Company will cause the certificates representing the Subject Securities from time to time to be acquired pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof. (6) All Subject Securities that shall be issued by the Company upon exercise of the rights provided for herein, upon payment of the Exercise Price, shall be issued as fully paid and non-assessable common shares. (7) The Company will use its commercially reasonable best efforts to maintain its status as a "reporting issuer” pursuant to and " or reporting company not in default of the requirements of applicable Securities Laws until the Time of Expiry. (8) The Company will well and truly perform and carry out all the acts and things to be done by it as provided in this indenture. (9) The Company will provide to each Warrantholder copies of the B.C. Act, the Alberta Act and the Ontario Act for a period of 12 months all financial statements sent to registered shareholders from the date hereof;hereof and while any Warrants remain outstanding. (h10) the The Company will use its commercially reasonable efforts to keep promptly advise the registration statement filed Warrant Agent and the Warrantholders in writing of any default under the United States Securities Act of 1933 on Form SB-2, effective for 12 months from the date hereof; and (i) it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all other acts, deeds and assurances in law as the Trustee may reasonably require for better accomplishing and effecting the intentions and provisions terms of this Indentureindenture.

General Covenants of the Company. The Company represents, covenants and/or represents and warrants and covenants with the Trustee for Warrant Agent that so long as any Warrant Certificates remain outstanding, until the benefit of the Trustee and the Warrantholders thatExpiry Time: (a1) It will allot and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares in exchange for the Special Warrants. (2) All Common Shares which shall be issued upon exercise of the Special Warrants shall be issued as fully paid and non-assessable shares of the Company. (3) It will at all times maintain its existence, carry allot and cause the certificates representing the Common Shares from time to time issued on exercise of the Special Warrants to be duly issued and conduct its business in a proper, efficient and business-like manner and delivered in accordance with good business practicethe Warrant Certificates and the terms hereof. (4) It will give to the Warrantholders, keep in the manner provided in Article Three, and to the Warrant Agent, notice of its intention to fix a record date, or cause effective date, as the case may be, for any event referred to in Article Four which may give rise to an adjustment of the number of Common Shares issuable upon exercise of Special Warrants and, in each case, such notice shall specify the particulars of such event and the record date, or the effective date, for such event; provided that the Company shall only be required to specify in such notice such particulars of such event as shall have been fixed and determined on the date on which such notice is given. Such notice shall be given in each case not less than twenty-one (21) days prior to the applicable record date or effective date, as the case may be. (5) It will not close its transfer books nor take any other action which might deprive a Warrantholder of the opportunity of exercising the Warrantholder's right to subscribe for and be issued Common Shares upon exercise of the Special Warrants held by such person during the period of ten days after the giving of a notice required by this Section 6.01 or unduly restrict such opportunity. (6) Generally, it will well and truly perform and carry out all of the acts or things to be kept proper books of account done by it as provided in accordance with generally accepted accounting practice, and, if this Indenture. (7) It will carry on business in the ordinary course until the Expiry Time. (8) It will use all reasonable efforts to diligently complete the Acquisition and whenever required in writing by the Trustee, file with the Trustee copies of Amalgamation and satisfy all annual statements of the Company furnished to its shareholders during the term of this Indenture;Escrow Release Conditions by June 24, 1997. (b9) it It is duly authorized to create and issue the Special Warrants to be issued under this Indenture hereunder and the Series A Warrant CertificatesSpecial Warrants, the Series B Warrant Certificates and the Series C Warrant Certificates when issued and certified as provided in this Indenture herein provided, will be legal, valid and binding obligations of enforceable against the Company; (c) Company in accordance with their terms and subject to the provisions of this Indenture. (10) It shall not, it will cause the Warrant Shares from time to time subscribed for and purchased pursuant prior to the exercise earlier of Warrants, the date on which all Special Warrants have been exercised and the certificates representing such Warrant SharesExpiry Time, amend or approve an amendment of the articles of the Company in any manner which would adversely affect the rights of the Warrantholders or any other instrument relating to be duly and validly issued;the issue of the Special Warrants without the consent of the holders of a simple majority of the Special Warrants outstanding. (d11) at all times while any Warrants are outstanding it will reserve and there will remain unissued out of its authorized capital a number of Common Shares sufficient to enable the Company to meet its obligation to issue Warrant Shares on the exercise of Warrants outstanding under this Indenture from time to time; (e) upon the exercise by the holder of any Warrants of the right of purchase provided for therein and in this Indenture and, upon payment of the Subscription Price applicable thereto for each Warrant Share in respect of which the right of purchase is so exercised, all Warrant Shares issuable upon the exercise will be duly and validly issued as fully paid and non-assessable; (f) the Company will use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchange for a period of at least 12 months from the date hereof; (g) the Company will use its commercially reasonable efforts to maintain its status as a reporting issuer” pursuant to and not in default of each of the B.C. Act, the Alberta Act and the Ontario Act for a period of 12 months from the date hereof; (h) the Company will use its commercially reasonable efforts to keep the registration statement filed under the United States Securities Act of 1933 on Form SB-2, effective for 12 months from the date hereof; and (i) it It will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered delivered, all other acts, deeds and assurances in law as the Trustee may be reasonably require for better accomplishing and effecting the intentions and provisions of required to give full effect to this Indenture. (12) It shall, prior to the setting of a record date for any Shareholders' meeting, give at least ten business days' notice to the Warrantholders pursuant to Article Three and permit Warrantholders to attend any such meeting as observers.