Common use of General Covenants of the Corporation Clause in Contracts

General Covenants of the Corporation. (a) So long as any Subscription Receipts remain outstanding the Corporation covenants as follows: (i) it will reserve and conditionally allot and keep available sufficient unissued Underlying Shares and Warrant Shares to enable it to satisfy its obligations pursuant to the Subscription Receipts and Warrants; (ii) it will cause the Underlying Shares and Warrants to be issued pursuant to the conversion of the Subscription Receipts and the certificates representing such Underlying Shares and Warrants to be issued in accordance with the provisions of this Agreement and the Warrant Certificate and all Underlying Shares will be fully paid and non-assessable Common Shares and all Warrants that are issued pursuant to the Subscription Receipts will be duly and validly created in accordance with the terms of the Warrant Certificate; (iii) it will perform and carry out all of the acts or things to be done by it as provided in this Agreement; and (iv) it will make all requisite filings, including filings with appropriate securities commissions and stock exchanges, in connection with the issue of the Units pursuant to the conversion of the Subscription Receipts; (b) In addition, the Corporation covenants with the Subscription Receipt Agent and the Investor that for so long as any Subscription Receipts remain outstanding, it will not do any of the following without the consent of the Investor and then only in accordance with the approval of and in compliance with the rules of the TSX and the NYSE: (i) (A) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares; (B) reduce or combine the outstanding Common Shares into a lesser number of Common Shares; or (C) reclassify the outstanding Common Shares, change the Common Shares into other shares or otherwise reorganize the shares of the Corporation; (ii) issue or distribute to all or substantially all of the holders of Common Shares: (A) shares of any class, rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares; (B) evidence of the Corporation's indebtedness; or (C) any property or other assets; (iii) undertake (A) any reorganization of the Corporation or any consolidation, amalgamation, arrangement, merger or other form of business combination of the Corporation with or into any other Person or other entity other than a direct or indirect wholly-owned subsidiary of the Corporation; or (B) any sale, lease, exchange or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to any other Person or entity or a liquidation, dissolution or winding-up of the Corporation; (iv) take any other action that would otherwise ordinarily require an adjustment to the number of Units, the Underlying Shares or Warrants issuable for each one Subscription Receipt held other than in accordance with the terms and conditions of the Master Purchase Agreement; or (v) consummate the Separation Transaction on or prior to the Escrow Release Date.

General Covenants of the Corporation. (a) So The Corporation covenants with the Trustee, for the benefit of the Trustee and the Warrantholders that so long as any Subscription Receipts Warrants remain outstanding the Corporation covenants as followsand may be exercised for Shares: (i1) it The Corporation will reserve at all times maintain its existence, carry on and conditionally allot conduct its business in a prudent manner in accordance with industry standards and good business practice, keep available sufficient unissued Underlying Shares or cause to be kept proper books of account in accordance with applicable law, and Warrant Shares if and whenever required in writing by the Trustee, file with the Trustee copies of all annual financial statements of the Corporation furnished to enable it to satisfy its obligations pursuant to shareholders during the Subscription Receipts and Warrants;term of this Indenture. (ii2) it will cause The Corporation is duly authorized to create and issue the Underlying Shares and Warrants to be issued hereunder and the Warrant Certificates when issued and certified as herein provided will be legal, valid and binding obligations of the Corporation. (3) The Corporation will cause the Shares from time to time subscribed for pursuant to the conversion exercise of the Subscription Receipts and Warrants issued by the certificates representing such Underlying Shares and Warrants Corporation hereunder, in the manner herein provided, to be duly issued in accordance with the provisions of this Agreement Warrants and the terms hereof. (4) The Corporation will reserve and keep available a sufficient number of Shares for issuance upon the exercise of Warrants issued by the Corporation hereunder. (5) Upon the exercise by the holder of any Warrant Certificate of the right to purchase provided for therein and herein and, upon payment of the Exercise Price applicable thereto for each Share in respect of which the right of purchase is so exercised, all Underlying Shares will issuable upon the exercise of Warrants shall be issued as fully paid and non-assessable Common assessable. (6) The Corporation will cause the certificates representing the Shares and all Warrants that are issued from time to time to be acquired pursuant to the Subscription Receipts will exercise of the Warrants in the manner herein provided, to be duly issued and validly created delivered in accordance with the Warrants and the terms hereof. (7) The Corporation will use commercially reasonable efforts to maintain the listing of the Warrant Certificate;Shares on the Toronto Stock Exchange and the American Stock Exchange, and will take all steps necessary to ensure that the Shares issuable upon exercise of the Warrants will be listed and posted for trading on the Toronto Stock Exchange and American Stock Exchange upon their issue. (iii8) The Corporation will use commercially reasonable efforts to maintain its status as a “reporting issuer” under applicable Securities Laws in the Provinces and as a “reporting company” with the United States Securities and Exchange Commission until the Expiry Date and for a period of 12 months thereafter and shall in a timely fashion file or deposit all documents and reports with the relevant securities commissions and similar securities authorities required to be filed or deposited pursuant to the Securities Laws. (9) it The Corporation shall prepare and file under the Securities Laws any documents required to be filed therewith relating to the proposed distribution of Shares to holders of Warrants upon the exercise thereof. (10) Generally, the Corporation will well and truly perform and carry out all of the acts or things to be done by it as provided in this Agreement; andIndenture. (iv11) it will make all requisite filings, including filings with appropriate securities commissions and stock exchanges, If the Corporation is a party to any transaction in connection with which the issue of Corporation is not the Units pursuant to the conversion of the Subscription Receipts; (b) In additioncontinuing corporation, the Corporation covenants with shall use commercially reasonable efforts to obtain all consents which may be necessary or appropriate under Canadian and United States law to enable the Subscription Receipt Agent and the Investor that for so long as any Subscription Receipts remain outstanding, it will not do any of the following without the consent of the Investor and then only in accordance with the approval of and in compliance with the rules of the TSX and the NYSE: (i) (A) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares; (B) reduce or combine the outstanding Common Shares into a lesser number of Common Shares; or (C) reclassify the outstanding Common Shares, change the Common Shares into other shares or otherwise reorganize the shares of the Corporation; (ii) issue or distribute continuing corporation to all or substantially all of the holders of Common Shares: (A) shares of any class, rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares; (B) evidence of the Corporation's indebtedness; or (C) any property or other assets; (iii) undertake (A) any reorganization of the Corporation or any consolidation, amalgamation, arrangement, merger or other form of business combination of the Corporation with or into any other Person or other entity other than a direct or indirect wholly-owned subsidiary of the Corporation; or (B) any sale, lease, exchange or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to any other Person or entity or a liquidation, dissolution or winding-up of the Corporation; (iv) take any other action that would otherwise ordinarily require an adjustment give effect to the number of Units, the Underlying Shares or Warrants issuable for each one Subscription Receipt held other than in accordance with the terms and conditions of the Master Purchase Agreement; or (v) consummate the Separation Transaction on or prior to the Escrow Release DateWarrants.

General Covenants of the Corporation. (a) So The Corporation covenants with the Subscription Receipt Agent for the benefit of the Subscription Receipt Agent and the Subscription Receiptholders that so long as any Subscription Receipts remain outstanding the Corporation covenants as followsand may be exercised for Common Shares and Warrants: (i1) it The Corporation will reserve at all times maintain its existence and conditionally allot will carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice, will keep available sufficient unissued Underlying Shares and Warrant Shares or cause to enable it to satisfy its obligations pursuant to the Subscription Receipts and Warrants;be kept proper books of account in accordance with applicable law. (ii2) it The Corporation will cause the Underlying ensure that a sufficient number of Common Shares and Warrants are created, allotted and reserved for issuance upon the automatic exercise of Subscription Receipts issued by the Corporation and that a sufficient number of Common Shares are reserved for issuance upon the exercise of the Warrants. (3) It is duly authorized to be issued pursuant to the conversion of create and issue the Subscription Receipts and the certificates representing such Underlying Subscription Receipts, when issued and countersigned as herein provided, will be valid and enforceable obligations of the Corporation. (4) The Corporation will cause the Common Shares and Warrants issuable pursuant to the automatic exercise of the Subscription Receipts issued by the Corporation hereunder, in the manner herein provided, to be duly issued in accordance with the provisions of this Agreement Subscription Receipts and the Warrant Certificate and all Underlying terms hereof. (5) The Common Shares will issuable pursuant to the automatic exercise of the Subscription Receipts shall be issued as fully paid and non-assessable Common voting shares in the capital stock of the Corporation. (6) The Warrant Shares and all Warrants that are issued issuable pursuant to the exercise of the Warrants underlying the Subscription Receipts will shall be duly issued as fully paid and validly created non-assessable voting shares in accordance with the terms capital stock of the Warrant Certificate;Corporation. (iii7) it If in the opinion of Counsel, any instrument is required to be filed with, or any permission is required to be obtained from any governmental authority in the United States or Canada or any other step is required under any federal or provincial law of Canada or federal or state law of the United States before any Common Shares may properly and legally be issued upon due exercise of the Subscription Receipts, the Corporation shall promptly take such required action. (8) Generally, the Corporation will well and truly perform and carry out all of the acts or and things to be done by it as provided in this Agreement; and. (iv9) it The Corporation will make all requisite filings, including filings with appropriate securities commissions and stock exchanges, in connection with the issue of the Units pursuant to the conversion of the Subscription Receipts; (b) In addition, the Corporation covenants with notify the Subscription Receipt Agent and the Investor that for so long as any Subscription Receipts remain outstanding, it will not do any of the following without the consent of the Investor and then only in accordance with the approval of and in compliance with the rules of the TSX and the NYSE: (i) (A) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares; (B) reduce or combine the outstanding Common Shares into a lesser number of Common Shares; or (C) reclassify the outstanding Common Shares, change the Common Shares into other shares or otherwise reorganize the shares of the Corporation; (ii) issue or distribute to all or substantially all of the holders of Common Shares: (A) shares BayFront of any class, rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares; (B) evidence of the Corporation's indebtedness; or (C) any property or other assets; (iii) undertake (A) any reorganization of the Corporation or any consolidation, amalgamation, arrangement, merger or other form of business combination of the Corporation with or into any other Person or other entity other than a direct or indirect wholly-owned subsidiary of the Corporation; or (B) any sale, lease, exchange or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to any other Person or entity or a liquidation, dissolution or winding-up of the Corporation; (iv) take any other action that would otherwise ordinarily require an adjustment to the number of Units, the Underlying Shares or Warrants issuable for each one Subscription Receipt held other than in accordance with the terms and conditions of the Master Purchase default under this Agreement; or (v) consummate the Separation Transaction on or prior to the Escrow Release Date.

General Covenants of the Corporation. The Corporation represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that: (a1) So The Corporation will at all times, so long as any Subscription Receipts Warrants remain outstanding outstanding, maintain its existence, unless otherwise inconsistent with the Corporation covenants as follows:fiduciary duties of the board of directors of the Corporation. (i2) it will reserve The Corporation is duly authorized to create and conditionally allot and keep available sufficient unissued Underlying Shares and Warrant Shares to enable it to satisfy its obligations pursuant to issue the Subscription Receipts and Warrants; (ii) it will cause the Underlying Shares and Warrants to be issued hereunder and the Warrants, when issued, Authenticated and certified, as applicable, will be legal, valid, binding and enforceable obligations of the Corporation. (3) The Corporation will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) continue to be or are listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Corporation) and the Nasdaq (or such other United States stock exchange acceptable to the Corporation), and to take all such reasonable steps and actions to do all such reasonable things that may be required to maintain its status as a “reporting issuer” not in default of the requirements of Securities Laws where it is or may, from time to time, be a reporting issuer, provided that the Corporation shall not be required to comply with this Section following the completion of, and this Section shall not be construed as limiting or restricting the Corporation to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Corporation ceasing to be a reporting issuer. (4) The Corporation will use reasonable commercial efforts to obtain any approval or consent of the TSX required pursuant to Section 3.13(4), including seeking shareholder approval, if required, and in connection with such efforts shall execute, file and/or deliver, as applicable, all necessary documents, instruments and submissions and take all such other steps as may be necessary under applicable Securities Laws or TSX requirements to obtain such approval or consent. (5) Subject to Section 3.13, the Corporation will allot and reserve and keep available a sufficient number of Warrant Shares for issuance upon the exercise of Warrants issued by the Corporation. (6) The Corporation will cause the Warrant Shares from time to time subscribed for pursuant to the conversion of Warrants issued by the Subscription Receipts and Corporation hereunder, in the certificates representing such Underlying Shares and Warrants manner herein provided, to be duly issued in accordance with the provisions of this Agreement Warrants and the terms hereof. (7) The Corporation will cause any certificates representing the Warrant Certificate Shares from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and all Underlying delivered in accordance with the Warrants and the terms hereof. (8) All Warrant Shares will that shall be issued by the Corporation upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable Common Shares and all Warrants that are issued pursuant to the Subscription Receipts will be duly and validly created in accordance with the terms of the Warrant Certificate;Shares. (iii9) it The Corporation will perform and carry out all of the acts or things to be done by it as provided in this Agreement; andIndenture. (iv10) it The Corporation will make all requisite filings, including filings with appropriate securities commissions use its commercially reasonable efforts to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and stock exchanges, in connection with will not take any action or omit to take any action which would have the issue effect of preventing the Warrantholders from receiving any of the Units pursuant to the conversion Warrant Shares issuable upon exercise of the Subscription Receipts;Warrants. (b11) In addition, The Corporation will promptly notify the Corporation covenants with the Subscription Receipt Warrant Agent and the Investor that for so long as any Subscription Receipts remain outstanding, it will not do any of the following without the consent of the Investor and then only Warrantholders in accordance with the approval of and in compliance with the rules of the TSX and the NYSE: (i) (A) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares; (B) reduce or combine the outstanding Common Shares into a lesser number of Common Shares; or (C) reclassify the outstanding Common Shares, change the Common Shares into other shares or otherwise reorganize the shares of the Corporation; (ii) issue or distribute to all or substantially all of the holders of Common Shares: (A) shares writing of any class, rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares; (B) evidence of the Corporation's indebtedness; or (C) any property or other assets; (iii) undertake (A) any reorganization of the Corporation or any consolidation, amalgamation, arrangement, merger or other form of business combination of the Corporation with or into any other Person or other entity other than a direct or indirect wholly-owned subsidiary of the Corporation; or (B) any sale, lease, exchange or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to any other Person or entity or a liquidation, dissolution or winding-up of the Corporation; (iv) take any other action that would otherwise ordinarily require an adjustment to the number of Units, the Underlying Shares or Warrants issuable for each one Subscription Receipt held other than in accordance with default under the terms and conditions of the Master Purchase Agreement; or (v) consummate the Separation Transaction on or prior to the Escrow Release Datethis Indenture which remains unrectified for more than 10 Business Days following its occurrence.

General Covenants of the Corporation. (a) So long as any Subscription Receipts remain outstanding the The Corporation covenants as follows:and agrees that it is duly authorized to enter into and perform its obligations under its Warrant certificate. (ib) it will reserve and conditionally allot and keep available sufficient unissued Underlying Shares and Warrant Shares to enable it to satisfy its obligations pursuant to the Subscription Receipts and Warrants; (ii) it The Corporation will cause the Underlying Shares and Warrants from time to be issued pursuant to the conversion of the Subscription Receipts time subscribed for and the certificates representing such Underlying the Shares and Warrants to be issued in accordance with duly issued. At all times until the provisions of this Agreement and Expiry Time while the Warrant Certificate is outstanding, the Corporation shall reserve and all Underlying there shall remain unissued out of its authorized capital a number of Shares will sufficient to satisfy the exercise of the Warrant. All Shares issued upon the due exercise of the Warrant shall be fully paid and non-assessable Common Shares assessable. (c) The Corporation covenants and agrees that all Warrants that are issued pursuant things necessary have been done and performed to create the Warrant and to make the Warrant and this Warrant certificate legal, valid and binding upon the Corporation with the benefits and subject to the Subscription Receipts terms of this Warrant certificate. The Corporation will do, execute, acknowledge and deliver or cause to be duly done, executed, acknowledged and validly created delivered, all other acts, deeds and assurances in law as may be reasonably required for the better accomplishing and effecting of the intentions and provisions of this Warrant certificate. (d) Subject to the express provisions hereof, the Corporation will carry on and conduct and will cause to be carried on and conducted its business in a proper and efficient manner and will cause to be kept proper books of account in accordance with the terms of the Warrant Certificate; (iii) it will perform and carry out all of the acts or things to be done by it as provided in this Agreementgenerally accepted accounting practice; and (iv) it will make all requisite filings, including filings with appropriate securities commissions and stock exchanges, in connection with the issue of the Units pursuant subject to the conversion of the Subscription Receipts; (b) In addition, the Corporation covenants with the Subscription Receipt Agent and the Investor that for so long as any Subscription Receipts remain outstandingexpress provisions hereof, it will not do any of or cause to be done, all things necessary to preserve and keep in full force and effect its corporate existence, provided, however, that nothing herein contained shall prevent the following without the consent of the Investor and then only in accordance with the approval of and in compliance with the rules of the TSX and the NYSE: (i) (A) subdivide amalgamation, consolidation, merger, sale, winding up or redivide the outstanding Common Shares into a greater number of Common Shares; (B) reduce or combine the outstanding Common Shares into a lesser number of Common Shares; or (C) reclassify the outstanding Common Shares, change the Common Shares into other shares or otherwise reorganize the shares of the Corporation; (ii) issue or distribute to all or substantially all of the holders of Common Shares: (A) shares of any class, rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares; (B) evidence of the Corporation's indebtedness; or (C) any property or other assets; (iii) undertake (A) any reorganization liquidation of the Corporation or any consolidation, amalgamation, arrangement, merger or other form of business combination subsidiary of the Corporation with or into the abandonment of any other Person rights and franchises of the Corporation or other entity other than a direct or indirect wholly-owned any subsidiary of the Corporation; or (B) any saleCorporation if, lease, exchange or transfer in the opinion of the undertaking or assets board of directors of the Corporation as an entirety or substantially as an entirety to any other Person or entity or a liquidation, dissolution or winding-up officers of the Corporation;, it would be advisable and in the best interests of the Corporation or of such subsidiary of the Corporation to do so. (ive) The Corporation shall take any other action all such steps and actions and do all such things as may reasonably be necessary to maintain the listing and posting for trading on The Toronto Stock Exchange of those Shares currently listed on The Toronto Stock Exchange. (f) The Corporation will use its reasonable best efforts to ensure that would otherwise ordinarily require an adjustment to the number of Units, Shares issuable upon the Underlying Shares or Warrants issuable for each one Subscription Receipt held other than in accordance with the terms and conditions exercise of the Master Purchase Agreement; or (v) consummate Warrant will be listed and posted for trading on The Toronto Stock Exchange upon their issue or such other stock exchange or automated quotation system on which the Separation Transaction on Shares may, from time to time, be listed, posted or prior to the Escrow Release Datequoted for trading.

General Covenants of the Corporation. (a) So The Corporation covenants with the Subscription Receipt Agent and the Subscription Receiptholders, that so long as any Subscription Receipts remain outstanding the Corporation covenants as followsoutstanding: (i1) it will reserve and conditionally allot and keep available sufficient unissued Underlying Shares and Warrant Shares to enable it to satisfy its obligations pursuant to on the conversion of the Subscription Receipts and WarrantsReceipts; (ii2) it will cause the Underlying Shares to be issued pursuant to the conversion of the Subscription Receipts and Warrants all Underlying Shares will be fully paid and non-assessable Common Shares of the Corporation; (3) it will cause the Underlying Shares to be issued pursuant to the conversion of the Subscription Receipts and the certificates representing such Underlying Shares and Warrants to be duly issued and delivered in accordance with the provisions of this Agreement and the Warrant Certificate terms hereof and all Underlying Shares that are issued on the exchange of the Subscription Receipts will be fully paid and non-assessable Common Shares of the Corporation; (4) it is duly authorized to create and all Warrants that are issued pursuant to issue the Subscription Receipts will and, when issued and Authenticated as herein provided, such Subscription Receipts shall be duly valid and validly created enforceable against the Corporation in accordance with the terms of the Warrant Certificateherein; (iii5) it will use commercially reasonable efforts to at all times maintain its corporate existence; (6) it will use all commercially reasonable efforts to ensure that the Common Shares are listed and posted for trading on the TSXV following completion of the Acquisition; (7) generally, it will well and truly perform and carry out all of the acts or things to be done by it as provided in this Agreement and that it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as the Subscription Receipt Agent may reasonably require for the better accomplishing and effecting the intentions and provisions of this Agreement; and (iv) 8) upon becoming aware of any default under the terms of this Agreement, it will make all requisite filings, including filings with appropriate securities commissions and stock exchanges, in connection with the issue of the Units pursuant to the conversion of the Subscription Receipts; (b) In addition, the Corporation covenants with promptly advise the Subscription Receipt Agent and the Investor that for so long as any Subscription Receipts remain outstanding, it will not do any Receiptholders in writing of the following without the consent of the Investor and then only in accordance with the approval of and in compliance with the rules of the TSX and the NYSE: (i) (A) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares; (B) reduce or combine the outstanding Common Shares into a lesser number of Common Shares; or (C) reclassify the outstanding Common Shares, change the Common Shares into other shares or otherwise reorganize the shares of the Corporation; (ii) issue or distribute to all or substantially all of the holders of Common Shares: (A) shares of any class, rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares; (B) evidence of the Corporation's indebtedness; or (C) any property or other assets; (iii) undertake (A) any reorganization of the Corporation or any consolidation, amalgamation, arrangement, merger or other form of business combination of the Corporation with or into any other Person or other entity other than a direct or indirect wholly-owned subsidiary of the Corporation; or (B) any sale, lease, exchange or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to any other Person or entity or a liquidation, dissolution or winding-up of the Corporation; (iv) take any other action that would otherwise ordinarily require an adjustment to the number of Units, the Underlying Shares or Warrants issuable for each one Subscription Receipt held other than in accordance with the terms and conditions of the Master Purchase Agreement; or (v) consummate the Separation Transaction on or prior to the Escrow Release Datesame.

General Covenants of the Corporation. (a) So The Corporation covenants with the Trustee, for the benefit of the Trustee and the Warrantholders that so long as any Subscription Receipts Warrants remain outstanding the Corporation covenants as followsand may be exercised for Shares: (i1) it The Corporation will reserve at all times maintain its existence, carry on and conditionally allot conduct its business in a prudent manner in accordance with industry standards and good business practice, keep available sufficient unissued Underlying Shares or cause to be kept proper books of account in accordance with applicable law, and Warrant Shares if and whenever required in writing by the Trustee, file with the Trustee copies of all annual financial statements of the Corporation furnished to enable it to satisfy its obligations pursuant to shareholders during the Subscription Receipts and Warrants;term of this Indenture. (ii2) it will cause The Corporation is duly authorized to create and issue the Underlying Shares and Warrants to be issued hereunder and the Warrant Certificates when issued and certified as herein provided will be legal, valid and binding obligations of the Corporation. (3) The Corporation will cause the Shares from time to time subscribed for pursuant to the conversion exercise of the Subscription Receipts and Warrants issued by the certificates representing such Underlying Shares and Warrants Corporation hereunder, in the manner herein provided, to be duly issued in accordance with the provisions of this Agreement Warrants and the terms hereof. (4) The Corporation will reserve and keep available a sufficient number of Shares for issuance upon the exercise of Warrants issued by the Corporation hereunder. (5) Upon the exercise by the holder of any Warrant Certificate of the right to purchase provided for therein and herein and, upon payment of the Exercise Price applicable thereto for each Share in respect of which the right of purchase is so exercised, all Underlying Shares will issuable upon the exercise of Warrants shall be issued as fully paid and non-assessable Common assessable. (6) The Corporation will cause the certificates representing the Shares and all Warrants that are issued from time to time to be acquired pursuant to the Subscription Receipts will exercise of the Warrants in the manner herein provided, to be duly issued and validly created delivered in accordance with the Warrants and the terms hereof. (7) The Corporation will use commercially reasonable efforts to maintain the listing of the Warrant Certificate;Shares on the Toronto Stock Exchange and the American Stock Exchange, and will take all steps necessary to ensure that the Shares issuable upon exercise of the Warrants will be listed and posted for trading on the Toronto Stock Exchange and American Stock Exchange upon their issue. (iii8) The Corporation will use commercially reasonable efforts to maintain its status as a “reporting issuer” under applicable Securities Laws in the Province and as a “reporting company” with the United States Securities and Exchange Commission until the Expiry Date and for a period of 12 months thereafter. (9) it The Corporation shall prepare and file under the Securities Laws any documents required to be filed therewith relating to the proposed distribution of Shares to holders of Warrants upon the exercise thereof. (10) Generally, the Corporation will well and truly perform and carry out all of the acts or things to be done by it as provided in this Agreement; and (iv) it will make all requisite filings, including filings with appropriate securities commissions and stock exchanges, in connection with the issue of the Units pursuant to the conversion of the Subscription Receipts; (b) In addition, the Corporation covenants with the Subscription Receipt Agent and the Investor that for so long as any Subscription Receipts remain outstanding, it will not do any of the following without the consent of the Investor and then only in accordance with the approval of and in compliance with the rules of the TSX and the NYSE: (i) (A) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares; (B) reduce or combine the outstanding Common Shares into a lesser number of Common Shares; or (C) reclassify the outstanding Common Shares, change the Common Shares into other shares or otherwise reorganize the shares of the Corporation; (ii) issue or distribute to all or substantially all of the holders of Common Shares: (A) shares of any class, rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares; (B) evidence of the Corporation's indebtedness; or (C) any property or other assets; (iii) undertake (A) any reorganization of the Corporation or any consolidation, amalgamation, arrangement, merger or other form of business combination of the Corporation with or into any other Person or other entity other than a direct or indirect wholly-owned subsidiary of the Corporation; or (B) any sale, lease, exchange or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to any other Person or entity or a liquidation, dissolution or winding-up of the Corporation; (iv) take any other action that would otherwise ordinarily require an adjustment to the number of Units, the Underlying Shares or Warrants issuable for each one Subscription Receipt held other than in accordance with the terms and conditions of the Master Purchase Agreement; or (v) consummate the Separation Transaction on or prior to the Escrow Release DateIndenture.

General Covenants of the Corporation. (a) So long as any Subscription Receipts remain outstanding the Corporation represents, warrants and covenants with the Subscription Receipt Agent and the Agents as follows: (ia) it the Corporation 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 Corporation in accordance with the terms herein; (b) the Corporation will reserve ensure that as at the Conversion Time a sufficient number of Common Shares are authorized, reserved and conditionally allot and keep available sufficient unissued Underlying Shares and Warrant Shares to enable for issuance for the purpose of enabling it to satisfy its obligations pursuant to issue Common Shares upon the conversion of the Subscription Receipts and Warrantsissued by it; (iic) it the Corporation will cause the Underlying Common Shares and Warrants to be issued any certificates representing the Common Shares acquired pursuant to the conversion of the Subscription Receipts and the certificates representing such Underlying Shares and Warrants issued by it to be duly issued and delivered in accordance with the provisions terms hereof; (d) all Common Shares which shall be issued upon the conversion of the Subscription Receipts (in accordance with the terms of this Agreement and the Warrant Certificate and all Underlying Shares will Agreement), shall be validly issued as fully paid and non-assessable shares of the Corporation; (e) the Corporation will use commercially reasonable efforts to cause the Subscription Receipt Agent to keep open the registers of Receiptholders as required herein and will not take any action or omit to take any action which would have the effect of preventing the Receiptholders from receiving any of the Common Shares issued upon conversion of the Subscription Receipts; (f) the Corporation will make all requisite filings, including any required filings with appropriate Securities Regulators and all Warrants that are issued pursuant to stock exchanges, as applicable, in connection with the conversion of the Subscription Receipts and the issue of the Common Shares; (g) the Corporation will be duly maintain its corporate existence and validly created carry on and conduct its business, and that of its subsidiaries, in a prudent manner in accordance with the terms industry standards and good business practices, and will keep or cause to be kept proper books of the Warrant Certificateaccount in accordance with applicable law and generally accepted accounting principles; (iiih) it generally, the Corporation will perform and carry out all of the acts or things to be done by it as provided in this Agreement and that it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as the Subscription Receipt Agent or the Agents may reasonably require for the better accomplishing and effecting of the intentions and provisions of this Agreement; and (ivi) it will make all requisite filings, including filings with appropriate securities commissions and stock exchanges, in connection with the issue of the Units pursuant to the conversion of the Subscription Receipts; (b) In addition, the Corporation covenants with will promptly advise the Subscription Receipt Agent Agent, the Co-Lead Agents, on behalf of the Agents, and the Investor that for so long as any Subscription Receipts remain outstanding, it will not do any of the following without the consent of the Investor and then only Receiptholders in accordance with the approval of and in compliance with the rules of the TSX and the NYSE: (i) (A) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares; (B) reduce or combine the outstanding Common Shares into a lesser number of Common Shares; or (C) reclassify the outstanding Common Shares, change the Common Shares into other shares or otherwise reorganize the shares of the Corporation; (ii) issue or distribute to all or substantially all of the holders of Common Shares: (A) shares writing of any class, rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares; (B) evidence of the Corporation's indebtedness; or (C) any property or other assets; (iii) undertake (A) any reorganization of the Corporation or any consolidation, amalgamation, arrangement, merger or other form of business combination of the Corporation with or into any other Person or other entity other than a direct or indirect wholly-owned subsidiary of the Corporation; or (B) any sale, lease, exchange or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to any other Person or entity or a liquidation, dissolution or winding-up of the Corporation; (iv) take any other action that would otherwise ordinarily require an adjustment to the number of Units, the Underlying Shares or Warrants issuable for each one Subscription Receipt held other than in accordance with default under the terms and conditions of the Master Purchase this Agreement; or (v) consummate the Separation Transaction on or prior to the Escrow Release Date.

General Covenants of the Corporation. The Corporation covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that so long as any Warrants remain outstanding: (a) So long as any Subscription Receipts remain outstanding the Corporation covenants as follows:will at all times maintain its corporate existence, will carry on and conduct its business in a proper, efficient and business-like manner and in accordance with good business practice and will cause to be kept proper books of account in accordance with generally accepted accounting practices; (ib) it the Corporation will reserve cause certificates representing the Common Shares, if any, from time to time subscribed and conditionally allot and keep available sufficient unissued Underlying Shares and Warrant Shares to enable it to satisfy its obligations paid for pursuant to the Subscription Receipts and Warrants; (ii) it will cause the Underlying Shares and exercise of Warrants to be issued pursuant to the conversion of the Subscription Receipts and the certificates representing such Underlying Shares and Warrants to be issued delivered in accordance with the provisions terms hereof; (c) all Common Shares which are issued upon exercise of this Agreement the right to subscribe for and purchase provided for herein, upon payment of the Warrant Certificate and all Underlying Shares will Exercise Price herein provided for, shall be fully paid and non-assessable shares; (d) the Corporation will reserve and conditionally allot for the purpose and keep available a sufficient number of Common Shares for the purpose of enabling the Corporation to satisfy its obligations to issue Common Shares upon the exercise of the Warrants, and all Warrants shall, when countersigned and registered as provided herein, be valid and enforceable against the Corporation; (e) subject to section 6.4, the Corporation will give to the Warrant Agent notice of its intention to fix a record date, or effective date, as the case may be, for any event referred to in section 6.1 hereof which may give rise to an adjustment in the Exercise Price or in the number of Common Shares purchasable upon the exercise of 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 are issued the Corporation shall only be required to specify in such notice such particulars of such event as shall have been fixed and determined on the date on which such notice is given, and such notice shall be given in each case not less than 10 days prior to the applicable record date or effective date, as the case may be; (f) the Corporation will not close its transfer books nor take any other action which might deprive a Warrantholder of the opportunity of exercising the right of purchase pursuant to the Subscription Receipts Warrants held by such Person during the period of 10 days after the giving of a notice required by this section 8.1 or unduly restrict such opportunity; (g) if the Corporation is a party to any transaction in which the Corporation is not the continuing corporation, the Corporation shall use commercially reasonable efforts to obtain all consents which may be necessary or appropriate under Canadian law to enable the continuing corporation to give effect to the Warrants; (h) the Corporation will be duly give notice to the Warrantholders and validly created in accordance with the Warrant Agent of a default under the terms of the Warrant Certificate; (iii) it Indenture; and generally, the Corporation will use commercially reasonable efforts to well and truly perform and carry out all of the acts or things to be done by it the Corporation as provided in this Agreement; and (iv) it will make all requisite filings, including filings with appropriate securities commissions and stock exchanges, in connection with the issue of the Units pursuant to the conversion of the Subscription Receipts; (b) In addition, the Corporation covenants with the Subscription Receipt Agent and the Investor that for so long as any Subscription Receipts remain outstanding, it will not do any of the following without the consent of the Investor and then only in accordance with the approval of and in compliance with the rules of the TSX and the NYSE: (i) (A) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares; (B) reduce or combine the outstanding Common Shares into a lesser number of Common Shares; or (C) reclassify the outstanding Common Shares, change the Common Shares into other shares or otherwise reorganize the shares of the Corporation; (ii) issue or distribute to all or substantially all of the holders of Common Shares: (A) shares of any class, rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares; (B) evidence of the Corporation's indebtedness; or (C) any property or other assets; (iii) undertake (A) any reorganization of the Corporation or any consolidation, amalgamation, arrangement, merger or other form of business combination of the Corporation with or into any other Person or other entity other than a direct or indirect wholly-owned subsidiary of the Corporation; or (B) any sale, lease, exchange or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to any other Person or entity or a liquidation, dissolution or winding-up of the Corporation; (iv) take any other action that would otherwise ordinarily require an adjustment to the number of Units, the Underlying Shares or Warrants issuable for each one Subscription Receipt held other than in accordance with the terms and conditions of the Master Purchase Agreement; or (v) consummate the Separation Transaction on or prior to the Escrow Release DateIndenture.

General Covenants of the Corporation. The Corporation represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that: (a) So long it will at all times (to the extent within its control) maintain its existence, carry on and conduct its business in a proper, efficient and business-like manner and in accordance with good business practice, keep or cause to be kept proper books of account in accordance with generally accepted accounting principles in Canada; (b) it is duly authorized to create and issue the Warrants to be issued under this Indenture and the Warrant Certificates when issued and certified as provided in this Indenture will be legal, valid and binding obligations of the Corporation; (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 issued; (d) at all times while any Subscription Receipts Warrants are outstanding it will reserve and there will remain outstanding unissued out of its authorized capital a sufficient number of Common Shares to enable the Corporation covenants 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 Warrantholder of the right of purchase provided for in the Warrants and in this Indenture and, upon payment of the Exercise 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 issued as follows:fully paid and non-assessable; (f) the Corporation will use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchange or another North American stock exchange for a period of at least two years from the date hereof; (g) the Corporation 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 two years from the date hereof; and (h) if at any time no Registration Statement is effective, it will give notice to the Warrant Agent within three Business Days and will give notice to each Warrantholder shown on the register of holders of Warrants kept by the Warrant Agent pursuant to this Indenture of such fact as soon as reasonably practicable, but in any event such notice must be sent within five Business Days, after learning that no Registration Statement is effective. Such notice must be sent by fax if possible to any securities depositary that is a registered holder; (i) it will reserve and conditionally allot and keep available sufficient unissued Underlying Shares and Warrant Shares use commercially reasonable efforts to enable it to satisfy its obligations pursuant to maintain the Subscription Receipts and Warrants; (ii) it will cause Registration Statement continuously effective under the Underlying Shares and Warrants to be issued pursuant to U.S. Securities Act until the conversion Expiry Date or exercise of the Subscription Receipts and the certificates representing such Underlying Shares and Warrants to be issued in accordance with the provisions of this Agreement and the Warrant Certificate and all Underlying Shares will be fully paid and non-assessable Common Shares and all Warrants (provided, however, that are issued pursuant to the Subscription Receipts will be duly and validly created in accordance with the terms of the Warrant Certificate; (iii) it will perform and carry out all of the acts or things to be done by it as provided in this Agreement; and (iv) it will make all requisite filings, including filings with appropriate securities commissions and stock exchanges, in connection with the issue of the Units pursuant to the conversion of the Subscription Receipts; (b) In addition, the Corporation covenants with the Subscription Receipt Agent and the Investor that for so long as any Subscription Receipts remain outstanding, it will not do any of the following without the consent of the Investor and then only in accordance with the approval of and in compliance with the rules of the TSX and the NYSE: (i) (A) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares; (B) reduce or combine the outstanding Common Shares into a lesser number of Common Shares; or (C) reclassify the outstanding Common Shares, change the Common Shares into other shares or otherwise reorganize the shares of nothing shall prevent the Corporation; (ii) issue or distribute to all or substantially all of the holders of Common Shares: (A) shares of any class, rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares; (B) evidence of the Corporation's indebtedness; or (C) any property or other assets; (iii) undertake (A) any reorganization of the Corporation or any consolidation, ’s amalgamation, arrangement, merger or other form of business combination sale, including any take-over bid, and any associated delisting or deregistration or ceasing to be a reporting issuer, provided that, so long as the Warrants are still outstanding and represent a right to acquire securities of the Corporation with or into any other Person or other entity other than a direct or indirect wholly-owned subsidiary of acquiring company, the Corporationacquiring company shall assume our obligations under this Warrant Indenture); or (B) any sale, lease, exchange or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to any other Person or entity or a liquidation, dissolution or winding-up of the Corporation;and (ivj) take any it will do, execute, file, acknowledge and deliver or cause to be done, executed, filed, acknowledged and delivered all other action that would otherwise ordinarily acts, instruments, deeds and assurances as the Warrant Agent may reasonably require an adjustment to for better accomplishing and effecting the number intentions and provisions of Units, the Underlying Shares or Warrants issuable for each one Subscription Receipt held other than in accordance with the terms and conditions of the Master Purchase Agreement; or (v) consummate the Separation Transaction on or prior to the Escrow Release Datethis Indenture.

General Covenants of the Corporation. (a) So The Corporation covenants with the Subscription Receipt and Escrow Agent for the benefit of the Subscription Receipt and Escrow Agent and the Subscription Receiptholders that so long as any Subscription Receipts remain outstanding the Corporation covenants as followsoutstanding: (i1) it The Corporation will at all times maintain its existence and will carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice, will keep or cause to be kept proper books of account in accordance with applicable law and will, if and whenever required in writing by the Subscription Receipt and Escrow Agent, file with the Subscription Receipt and Escrow Agent copies of all annual and interim financial statements of the Corporation (including the notes thereto and the auditors’ report thereon, if applicable) furnished to its shareholders during the term of this Agreement. (2) The Corporation will reserve and conditionally allot and keep available a sufficient unissued Underlying number of Common Shares and Warrant Shares to enable it to satisfy its obligations pursuant to for issuance upon the exchange of Subscription Receipts issued by the Corporation and Warrants;upon the due exercise of the Warrants and the Rights. (ii3) it The Corporation will cause the Underlying Shares Common Shares, Warrants and Warrants Rights to be issued pursuant to the conversion exchange of the Subscription Receipts issued by the Corporation hereunder, in the manner herein provided, to be duly issued in accordance with the Subscription Receipts and the certificates representing terms hereof, and when so issued such Underlying Common Shares shall be fully paid for and non-assessable. (4) The Corporation shall cause the holders of the Common Shares, Warrants and Rights to be entered forthwith on the register for the Common Shares, Warrants and Rights, and the Common Shares, Warrants and Rights so acquired shall be deemed to have been issued, and the person or persons to whom such securities are to be issued in accordance with shall be deemed to have become the provisions holder or holders of this Agreement record of such Common Shares, Warrants and Rights, on the Warrant Certificate and all Underlying Shares will be fully paid and non-assessable Common Shares and all Warrants that are issued pursuant to the Subscription Receipts will be duly and validly created in accordance with the terms of the Warrant Certificate;Exchange Date. (iii5) it Generally, the Corporation will perform and carry out all of the acts or and things to be done by it as provided in this Agreement; and. (iv6) it The Corporation will make all requisite filings, including filings with appropriate securities commissions and stock exchanges, in connection with the issue of the Units pursuant to the conversion of the Subscription Receipts; (b) In addition, the Corporation covenants with notify the Subscription Receipt and Escrow Agent and the Investor that for so long as any Subscription Receipts remain outstanding, it will not do any of the following without the consent of the Investor and then only in accordance with the approval of and in compliance with the rules of the TSX and the NYSE: (i) (A) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares; (B) reduce or combine the outstanding Common Shares into a lesser number of Common Shares; or (C) reclassify the outstanding Common Shares, change the Common Shares into other shares or otherwise reorganize the shares of the Corporation; (ii) issue or distribute to all or substantially all of the holders of Common Shares: (A) shares Receiptholders of any class, rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares; (B) evidence of the Corporation's indebtedness; or (C) any property or other assets; (iii) undertake (A) any reorganization of the Corporation or any consolidation, amalgamation, arrangement, merger or other form of business combination of the Corporation with or into any other Person or other entity other than a direct or indirect wholly-owned subsidiary of the Corporation; or (B) any sale, lease, exchange or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to any other Person or entity or a liquidation, dissolution or winding-up of the Corporation; (iv) take any other action that would otherwise ordinarily require an adjustment to the number of Units, the Underlying Shares or Warrants issuable for each one Subscription Receipt held other than in accordance with the terms and conditions of the Master Purchase default under this Agreement; or (v) consummate the Separation Transaction on or prior to the Escrow Release Date.

General Covenants of the Corporation. The Corporation represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that: (a) So long it will at all times (to the extent within its control) maintain its existence, carry on and conduct its business in a proper, efficient and business-like manner and in accordance with good business practice, keep or cause to be kept proper books of account in accordance with generally accepted accounting principles in Canada; (b) it is duly authorized to create and issue the Warrants to be issued under this Indenture and the Warrant Certificates when issued and certified as provided in this Indenture will be legal, valid and binding obligations of the Corporation; (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 issued; (d) at all times while any Subscription Receipts Warrants are outstanding it will reserve and there will remain outstanding unissued out of its authorized capital a sufficient number of Common Shares to enable the Corporation covenants 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 Warrantholder of the right of purchase provided for in the Warrants and in this Indenture and, upon payment of the Exercise 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 issued as follows:fully paid and non-assessable; (f) the Corporation will use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchange or another North American stock exchange for a period of at least two years from the date hereof; (g) the Corporation 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 two years from the date hereof; (h) if at any time no Registration Statement is effective, it will give notice to the Warrant Agent within three Business Days and will give notice to each Warrantholder shown on the register of holders of Warrants kept by the Warrant Agent pursuant to this Indenture of such fact as soon as reasonably practicable, but in any event such notice must be sent within five Business Days, after learning that no Registration Statement is effective. Such notice must be sent by fax if possible to any securities depositary that is a registered holder; (i) it will reserve and conditionally allot and keep available sufficient unissued Underlying Shares and Warrant Shares use commercially reasonable efforts to enable it to satisfy its obligations pursuant to maintain the Subscription Receipts and Warrants; (ii) it will cause Registration Statement continuously effective under the Underlying Shares and Warrants to be issued pursuant to U.S. Securities Act until the conversion Expiry Date or exercise of the Subscription Receipts and the certificates representing such Underlying Shares and Warrants to be issued in accordance with the provisions of this Agreement and the Warrant Certificate and all Underlying Shares will be fully paid and non-assessable Common Shares and all Warrants (provided, however, that are issued pursuant to the Subscription Receipts will be duly and validly created in accordance with the terms of the Warrant Certificate; (iii) it will perform and carry out all of the acts or things to be done by it as provided in this Agreement; and (iv) it will make all requisite filings, including filings with appropriate securities commissions and stock exchanges, in connection with the issue of the Units pursuant to the conversion of the Subscription Receipts; (b) In addition, the Corporation covenants with the Subscription Receipt Agent and the Investor that for so long as any Subscription Receipts remain outstanding, it will not do any of the following without the consent of the Investor and then only in accordance with the approval of and in compliance with the rules of the TSX and the NYSE: (i) (A) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares; (B) reduce or combine the outstanding Common Shares into a lesser number of Common Shares; or (C) reclassify the outstanding Common Shares, change the Common Shares into other shares or otherwise reorganize the shares of nothing shall prevent the Corporation; (ii) issue or distribute to all or substantially all of the holders of Common Shares: (A) shares of any class, rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares; (B) evidence of the Corporation's indebtedness; or (C) any property or other assets; (iii) undertake (A) any reorganization of the Corporation or any consolidation, ’s amalgamation, arrangement, merger or other form of business combination sale, including any take-over bid, and any associated delisting or deregistration or ceasing to be a reporting issuer, provided that, so long as the Warrants are still outstanding and represent a right to acquire securities of the Corporation with or into any other Person or other entity other than a direct or indirect wholly-owned subsidiary of acquiring company, the Corporationacquiring company shall assume our obligations under this Warrant Indenture); or (B) any sale, lease, exchange or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to any other Person or entity or a liquidation, dissolution or winding-up of the Corporation;and (ivj) take any it will do, execute, file, acknowledge and deliver or cause to be done, executed, filed, acknowledged and delivered all other action that would otherwise ordinarily acts, instruments, deeds and assurances as the Warrant Agent may reasonably require an adjustment to for better accomplishing and effecting the number intentions and provisions of Units, the Underlying Shares or Warrants issuable for each one Subscription Receipt held other than in accordance with the terms and conditions of the Master Purchase Agreement; or (v) consummate the Separation Transaction on or prior to the Escrow Release Datethis Indenture.

General Covenants of the Corporation. (a) So The Corporation covenants with the Subscription Receipt Trustee that so long as any Subscription Receipts remain outstanding the Corporation covenants as followsoutstanding: (i) it will reserve and conditionally allot and keep available a sufficient unissued Underlying number of ACOR Shares and Warrant Shares to enable for the purpose of enabling it to satisfy its obligations pursuant to issue ACOR Shares upon the deemed exercise of the Subscription Receipts and WarrantsReceipts; (ii) it will cause the Underlying ACOR Shares and Warrants the certificates representing the ACOR Shares from time to be issued time acquired pursuant to the conversion deemed exercise of the Subscription Receipts and the certificates representing such Underlying Shares and Warrants to be duly issued and delivered in accordance with the provisions of this Agreement and the Warrant Certificate and Subscription Receipt Certificate(s); (iii) all Underlying ACOR Shares will be fully paid and non-assessable Common Shares and all Warrants that are issued pursuant to the Subscription Receipts will be duly fully paid and validly created in accordance with the terms of the Warrant Certificatenon-assessable; (iiiiv) it will use reasonable commercial efforts to maintain its corporate existence and carry on its business in the ordinary course; (v) it will make all requisite filings under applicable Canadian securities legislation; (vi) it will use its reasonable commercial efforts to ensure that the outstanding ACOR Shares are listed and posted for trading on the OTCBB; and (vii) generally, it will well and truly perform and carry out all of the acts or things to be done by it as provided in this Agreement; and (iv) it will make all requisite filings, including filings with appropriate securities commissions and stock exchanges, in connection with the issue of the Units pursuant to the conversion of the Subscription Receipts;. (b) In addition, the Corporation covenants with the Subscription Receipt Agent and Trustee, that, from the Investor date hereof to the earlier of the date that for so long as any Subscription Receipts remain outstanding, the Issuance Right or the Refund Right occurs it will not do any of the following without the consent of the Investor and then only in accordance with the approval of and in compliance with the rules of the TSX and the NYSEfollowing: (i) (A) subdivide or redivide the outstanding Common ACOR Shares into a greater number of Common Shares; (B) reduce or combine the outstanding Common Shares into a lesser number of Common Shares; or (C) reclassify the outstanding Common Shares, change the Common Shares into other shares or otherwise reorganize the shares of the Corporationshares; (ii) reduce, combine or consolidate the outstanding ACOR Shares into a smaller number of shares; (iii) issue or distribute ACOR Shares to holders of all or substantially all of the outstanding ACOR Shares by way of a dividend or distribution; (iv) fix a record date for the making of a distribution to all or substantially all the holders of Common Sharesits outstanding ACOR Shares of: (Ai) shares of any class, class other than ACOR Shares and other than shares distributed to holders of ACOR Shares who have elected to receive dividends in the form of such shares in lieu of dividends paid in the ordinary course; or (ii) rights, options or warrants entitling holders to acquire Common subscribe for or purchase ACOR Shares or securities convertible into or exchangeable for Common ACOR Shares; (B) evidence of the Corporation's indebtedness; or (C) any property or other assets; (iiiv) undertake (A) any reorganization it will not sell all or substantially all of the Corporation or any consolidation, amalgamation, arrangement, merger or other form of business combination of the Corporation with or into any other Person or other entity other than a direct or indirect wholly-owned subsidiary of the Corporation; or (B) any sale, lease, exchange or transfer of the undertaking properties or assets of the Corporation as an entirety or substantially as an entirety to any other Person or entity or a liquidation, dissolution or winding-up of the Corporation; (iv) take any other action that would otherwise ordinarily require an adjustment to the number of Units, the Underlying Shares or Warrants issuable for each one Subscription Receipt held other than in accordance with the terms and conditions of the Master Purchase Agreementperson; or (vvi) consummate the Separation Transaction on declare or prior to the Escrow Release Datepay any dividend.

General Covenants of the Corporation. (a) So The Corporation covenants with the Trustee, for the benefit of the Trustee and the Warrantholders that so long as any Subscription Receipts Warrants remain outstanding the Corporation covenants as followsand may be exercised for Shares: (i1) it The Corporation will reserve at all times maintain its existence, carry on and conditionally allot conduct its business in a prudent manner in accordance with industry standards and good business practice, keep available sufficient unissued Underlying Shares or cause to be kept proper books of account in accordance with applicable law, and Warrant Shares if and whenever required in writing by the Trustee, file with the Trustee copies of all annual financial statements of the Corporation furnished to enable it to satisfy its obligations pursuant to shareholders during the Subscription Receipts and Warrants;term of this Indenture. (ii2) it will cause The Corporation is duly authorized to create and issue the Underlying Shares and Warrants to be issued hereunder and the Warrant Certificates when issued and certified as herein provided will be legal, valid and binding obligations of the Corporation. (3) The Corporation will cause the Shares from time to time subscribed for pursuant to the conversion exercise of the Subscription Receipts and Warrants issued by the certificates representing such Underlying Shares and Warrants Corporation hereunder, in the manner herein provided, to be duly issued in accordance with the provisions of this Agreement Warrants and the terms hereof. (4) The Corporation will reserve and keep available a sufficient number of Shares for issuance upon the exercise of Warrants issued by the Corporation hereunder. (5) Upon the exercise by the holder of any Warrant Certificate of the right to purchase provided for therein and herein and, upon payment of the Exercise Price applicable thereto for each Share in respect of which the right of purchase is so exercised, all Underlying Shares will issuable upon the exercise of Warrants shall be issued as fully paid and non-assessable Common assessable. (6) The Corporation will cause the certificates representing the Shares and all Warrants that are issued from time to time to be acquired pursuant to the Subscription Receipts will exercise of the Warrants in the manner herein provided, to be duly issued and validly created delivered in accordance with the Warrants and the terms hereof. (7) The Corporation will use commercially reasonable efforts to maintain the listing of the Warrant Certificate;Shares on the Toronto Stock Exchange and the NYSE MKT Exchange, and will take all steps necessary to ensure that the Shares issuable upon exercise of the Warrants will be listed and posted for trading on the Toronto Stock Exchange and NYSE MKT Exchange upon their issue. (iii8) The Corporation will use commercially reasonable efforts to maintain its status as a “reporting issuer” under applicable Securities Laws in the Provinces and Territories and as a “reporting company” with the United States Securities and Exchange Commission until the Expiry Date and for a period of 12 months thereafter and shall in a timely fashion file or deposit all documents and reports and pay all requisite fees with the relevant securities commissions and similar securities authorities required to be filed or deposited or paid pursuant to the Securities Laws or required by the Toronto Stock Exchange and the NYSE MKT Exchange. (9) The Corporation confirms that it has a class of securities registered pursuant to Section 12(b) of the US Securities Exchange Act and has provided the Trustee with an Officers’ Certificate (in a form reasonably requested by the Trustee) certifying such registration and other information as requested by the Trustee. The Corporation covenants that if any such registration or reporting obligation shall be terminated by the Corporation in accordance with the US Securities Exchange Act, the Corporation shall promptly notify the Trustee of such termination and such other information as the Trustee may require at the time. The Corporation acknowledges that the Trustee is relying upon the foregoing representation and covenants in order to meet certain U.S. Securities and Exchange Commission obligations with respect to those clients who are filing with the U.S. Securities and Exchange Commission. (10) The Corporation shall prepare and file under the Securities Laws any documents required to be filed therewith relating to the proposed distribution of Shares to holders of Warrants upon the exercise thereof. (11) Generally, the Corporation will well and truly perform and carry out all of the acts or things to be done by it as provided in this Agreement; andIndenture. (iv12) it will make all requisite filings, including filings with appropriate securities commissions and stock exchanges, If the Corporation is a party to any transaction in connection with which the issue of Corporation is not the Units pursuant to the conversion of the Subscription Receipts; (b) In additioncontinuing corporation, the Corporation covenants with shall use commercially reasonable efforts to obtain all consents which may be necessary or appropriate under Canadian and United States law to enable the Subscription Receipt Agent and the Investor that for so long as any Subscription Receipts remain outstanding, it will not do any of the following without the consent of the Investor and then only in accordance with the approval of and in compliance with the rules of the TSX and the NYSE: (i) (A) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares; (B) reduce or combine the outstanding Common Shares into a lesser number of Common Shares; or (C) reclassify the outstanding Common Shares, change the Common Shares into other shares or otherwise reorganize the shares of the Corporation; (ii) issue or distribute continuing corporation to all or substantially all of the holders of Common Shares: (A) shares of any class, rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares; (B) evidence of the Corporation's indebtedness; or (C) any property or other assets; (iii) undertake (A) any reorganization of the Corporation or any consolidation, amalgamation, arrangement, merger or other form of business combination of the Corporation with or into any other Person or other entity other than a direct or indirect wholly-owned subsidiary of the Corporation; or (B) any sale, lease, exchange or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to any other Person or entity or a liquidation, dissolution or winding-up of the Corporation; (iv) take any other action that would otherwise ordinarily require an adjustment give effect to the number of Units, the Underlying Shares or Warrants issuable for each one Subscription Receipt held other than in accordance with the terms and conditions of the Master Purchase Agreement; or (v) consummate the Separation Transaction on or prior to the Escrow Release DateWarrants.

General Covenants of the Corporation. (a) So The Corporation covenants with the Subscription Receipt Agent for the benefit of the Subscription Receipt Agent and the Subscription Receiptholders that so long as any Subscription Receipts remain outstanding the Corporation covenants as followsand may be exercised for Common Shares and Warrants: (i1) it The Corporation will reserve at all times maintain its existence and conditionally allot will carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice, will keep available sufficient unissued Underlying Shares and Warrant Shares or cause to enable it to satisfy its obligations pursuant to the Subscription Receipts and Warrants;be kept proper books of account in accordance with applicable law. (ii2) it The Corporation will cause the Underlying ensure that a sufficient number of Common Shares and Warrants are created, allotted and reserved for issuance upon the automatic exercise of Subscription Receipts issued by the Corporation and that a sufficient number of Common Shares are reserved for issuance upon the exercise of the Warrants. (3) It is duly authorized to be issued pursuant to the conversion of create and issue the Subscription Receipts and the certificates representing such Underlying Subscription Receipts, when issued and countersigned as herein provided, will be valid and enforceable obligations of the Corporation. (4) The Corporation will cause the Common Shares and Warrants issuable pursuant to the automatic exercise of the Subscription Receipts issued by the Corporation hereunder, in the manner herein provided, to be duly issued in accordance with the provisions of this Agreement Subscription Receipts and the Warrant Certificate and all Underlying terms hereof. (5) The Common Shares will issuable pursuant to the automatic exercise of the Subscription Receipts shall be issued as fully paid and non-assessable Common voting shares in the capital stock of the Corporation. 50793135.4 (6) The Warrant Shares and all Warrants that are issued issuable pursuant to the exercise of the Warrants underlying the Subscription Receipts will shall be duly issued as fully paid and validly created non-assessable voting shares in accordance with the terms capital stock of the Warrant Certificate;Corporation. (iii7) it If, in the opinion of Counsel, any instrument is required to be filed with, or any permission is required to be obtained from any governmental authority in the United States or Canada or any other step is required under any federal or provincial law of Canada or federal or state law of the United States before any Common Shares may properly and legally be issued upon due exercise of the Subscription Receipts, the Corporation shall promptly take such required action. (8) Generally, the Corporation will well and truly perform and carry out all of the acts or and things to be done by it as provided in this Agreement; and. (iv9) it The Corporation will make all requisite filings, including filings with appropriate securities commissions and stock exchanges, in connection with the issue of the Units pursuant to the conversion of the Subscription Receipts; (b) In addition, the Corporation covenants with notify the Subscription Receipt Agent and the Investor of any default under this Agreement. (10) The Corporation confirms that for so long as any Subscription Receipts remain outstanding, it will not do any has either (i) a class of securities registered pursuant to Section 12 of the following without the consent U.S. Exchange Act; or (ii) a reporting obligation pursuant to Section 15(d) of the Investor U.S. Securities Exchange Act, and then only has provided the Subscription Receipt Agent with an Officers’ Certificate (in a form provided by the Subscription Receipt Agent) certifying such reporting obligation and other information as requested by the Subscription Receipt Agent. The Corporation covenants that in the event that any such registration or reporting obligation shall be terminated by the Corporation in accordance with the approval U.S. Securities Exchange Act, the Corporation shall promptly notify the Subscription Receipt Agent of such termination and such other information as the Subscription Receipt Agent may require at the time. The Corporation acknowledges that Computershare is relying upon the foregoing representation and covenants in compliance order to meet certain SEC obligations with respect to those clients who are filing with the rules of the TSX and the NYSE: (i) (A) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares; (B) reduce or combine the outstanding Common Shares into a lesser number of Common Shares; or (C) reclassify the outstanding Common Shares, change the Common Shares into other shares or otherwise reorganize the shares of the Corporation; (ii) issue or distribute to all or substantially all of the holders of Common Shares: (A) shares of any class, rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares; (B) evidence of the Corporation's indebtedness; or (C) any property or other assets; (iii) undertake (A) any reorganization of the Corporation or any consolidation, amalgamation, arrangement, merger or other form of business combination of the Corporation with or into any other Person or other entity other than a direct or indirect wholly-owned subsidiary of the Corporation; or (B) any sale, lease, exchange or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to any other Person or entity or a liquidation, dissolution or winding-up of the Corporation; (iv) take any other action that would otherwise ordinarily require an adjustment to the number of Units, the Underlying Shares or Warrants issuable for each one Subscription Receipt held other than in accordance with the terms and conditions of the Master Purchase Agreement; or (v) consummate the Separation Transaction on or prior to the Escrow Release DateSEC.

General Covenants of the Corporation. The Corporation covenants and agrees with the Trustee that so long as any Convertible Notes remain outstanding: (a) So long it shall duly and punctually pay or cause to be paid to every Convertible Noteholder the principal of and interest on each of the Convertible Notes (including, in the case of default, interest on the amount in default) at the places, at the respective times and in the manner provided herein and in the Convertible Notes; (b) except as any Subscription Receipts remain outstanding herein otherwise expressly provided, the Corporation covenants will at all times maintain its corporate existence and will keep proper books of account in accordance with generally accepted accounting practices. Upon written notice from the Trustee stating that it has reasonable grounds to believe that an Event of Default has occurred or may occur, the Corporation will furnish or cause to be furnished to the Trustee or its duly authorized agent or attorney such information relating to its business as follows:the Trustee may reasonably require and the books of account will be made available for inspection by the Trustee or such agent or attorney; (ic) the Corporation will furnish to the Trustee a copy of all financial statements, whether annual or interim, of the Corporation and the report, if any, of the Corporation's auditors thereon and of all annual and other periodic reports of the Corporation furnished to its shareholders at the same time as they are furnished to such shareholders. No obligation shall rest with the Trustee to analyze such statements or evaluate the performance of the Corporation in any manner whatsoever; (d) the Corporation will reserve and there will remain created and unissued a sufficient aggregate principal amount of Convertible Debentures to satisfy its obligations upon the exercise of Convertible Notes and it will reserve and conditionally allot and keep available authorize the issuance of a sufficient unissued Underlying number of Common Shares and Warrant Shares to enable for the purpose of enabling it to satisfy its obligations pursuant to the Subscription Receipts and Warrants; (ii) it will cause the Underlying Shares and Warrants to be issued pursuant to the conversion of the Subscription Receipts and the certificates representing such Underlying Shares and Warrants to be issued in accordance with the provisions of this Agreement and the Warrant Certificate and all Underlying Shares will be fully paid and non-assessable issue Common Shares and all Warrants that are issued pursuant to the Subscription Receipts will be duly and validly created in accordance with the terms of the Warrant CertificateConvertible Debentures issued upon the exercise of the Convertible Notes; (iiie) it the Corporation will cause the Convertible Debentures and certificates representing the Convertible Debentures from time to time issued pursuant to the exercise of the Convertible Notes to be duly issued and delivered in accordance with the Convertible Notes and the terms hereof; (f) the Corporation will cause the Common Shares and the certificates representing the Common Shares from time to time issued in accordance with the terms of the Convertible Debentures to be duly issued and delivered in accordance with the Convertible Debentures and the terms of the Trust Indenture; (g) all Common Shares issued in accordance with the terms of the Convertible Debentures shall be fully paid and non-assessable; (h) the Corporation will use its commercially reasonable efforts to obtain a Receipt, as soon as reasonably possible, from the Securities Commissions for the Final Prospectus so that the resale of such Convertible Debentures and Common Shares issuable in accordance with the terms of the Convertible Debentures will not generally be subject to the prospectus requirements or any "hold period" under Applicable Securities Law in the Qualifying Jurisdictions; (i) generally, the Corporation will duly and punctually perform and carry out all of the acts or things to be done by it as provided in this Agreement; andIndenture; (ivj) the Corporation shall not, directly or indirectly, declare or pay any dividends on account of any shares or any class of its shares now or hereafter outstanding or redeem, retire, defease, purchase or otherwise acquire any shares of any class of capital stock (or set aside or otherwise deposit or invest any sums for any of the foregoing purposes) or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing; (k) in order to prevent any accumulation after maturity of unpaid interest on, or of unpaid principal amount of, any Convertible Note, the Corporation will not directly or indirectly extend or assent to the extension of time for payment of any interest upon any Convertible Note or of any principal amount payable in respect of any Convertible Note and that it will make not directly or indirectly be or become a party to or approve any such arrangement by purchasing or funding any interest on the Convertible Notes or any principal amount thereof or in any other manner and that the Corporation will deliver to the Trustee all requisite filingsConvertible Notes when paid as evidence of such payment; (l) if the time for the payment of any interest or principal amount shall be so extended, including filings whether or not such extension is by or with appropriate the consent of the Corporation, notwithstanding anything herein or in the Convertible Notes contained, such interest or principal amount shall not be entitled, in case of default hereunder, to the benefit of this Indenture except subject to the prior payment in full of the principal amount of all the Convertible Notes then outstanding and of all matured interest on such Convertible Notes the payment of which has not been so extended; (m) on or before August 30, 2002 and on or before August 30 in each subsequent year and at any other reasonable time if requested by the Trustee, the Corporation will furnish to the Trustee a Certificate of the Corporation stating that the Corporation has complied with all covenants, conditions and other requirements contained in this Indenture, non-compliance with which would constitute an Event of Default hereunder or, if such is not the case, specifying the covenant, condition or other requirement which has not been complied with and giving particulars of such non-compliance and the action, if any, the Corporation proposes to take with respect thereto; (n) the Corporation will take all commercially reasonable steps and actions and do all such acts and things as may be required to: (i) as long as it meets the minimum listing requirements of such institutions, maintain the listing and posting for trading, on the TSE, of the Common Shares or, in the event of a Change of Control, on the TSE, NASDAQ or the New York Stock Exchange the securities commissions and stock exchanges, for which the Common Shares were exchanged or converted in connection with the issue Change of Control, and (ii) maintain its status as a reporting issuer not in default of the Units pursuant to the conversion requirements of applicable securities legislation of the Subscription Receiptsprovinces of Canada or have outstanding securities registered under the Securities Exchange Act of 1934, as amended, or, in the event of a Change of Control, maintain the status of the Person, or such Person's Affiliate, whose securities were exchanged or converted for Common Shares in connection with such Change of Control as a reporting issuer not in default of the requirements of applicable securities legislation in the Province of Ontario or have securities outstanding registered under the Securities Exchange Act of 1934, as amended; (bo) In additionthe Corporation shall, within three Business Days of a written request by the Trustee, furnish to the Trustee, or to such other Person as the Trustee may direct, a true copy of this Indenture; (p) the Corporation shall not change its name or amalgamate with another corporation under a different name without giving at least ten days' prior notice to the Trustee of the new name and the date upon which such change of name or amalgamation is to take effect and, within five Business Days of the change of name or amalgamation, the Corporation covenants with shall provide the Subscription Receipt Agent and the Investor that for so long as any Subscription Receipts remain outstanding, it will not do any of the following without the consent of the Investor and then only in accordance with the approval of and in compliance with the rules of the TSX and the NYSETrustee with: (i) (A) subdivide a notarial or redivide the outstanding Common Shares into a greater number of Common Shares; (B) reduce or combine the outstanding Common Shares into a lesser number of Common Shares; or (C) reclassify the outstanding Common Shares, change the Common Shares into other shares or otherwise reorganize the shares certified copy of the Corporation;articles of amendment or articles of amalgamation effecting the change of name; and (ii) issue or distribute an opinion from legal counsel satisfactory to all or substantially all the Trustee as to the correct name of the holders Corporation and confirming that all appropriate registrations, filings or recordings have been made to ensure the continued validity and enforceability of Common Shares: (A) shares of any class, rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares; (B) evidence of this Indenture and the Corporation's indebtedness; or (C) any property or other assetsConvertible Notes; (iiiq) undertake the Corporation represents and warrants to the Trustee that there is no (Ai) any reorganization Permitted Secured Debt or (ii) Debt ranking senior to, or pari passu, with the Debentures outstanding or in effect on the date of this Indenture, except such Permitted Secured Debt as has been incurred to finance the cost of acquisition by the Corporation or any consolidationof its Subsidiaries of any assets or services in the ordinary course of their respective businesses. The Corporation will not, amalgamationand will not permit any of its Subsidiaries to, arrangementcreate, merger incur, assume, suffer, permit to exist or guarantee, directly or indirectly, any Debt that ranks senior to, or pari passu, with the Debentures other form than Permitted Secured Debt. Nothing in this section 5.2(q) will prevent or be deemed to prevent the Corporation or any of business combination its Subsidiaries from creating, incurring, assuming, suffering, permitting to exist or guaranteeing trade debt; (r) the Corporation shall promptly notify the Trustee in writing of the details of the occurrence of any Event of Default; and (s) if the closing price of the Common Shares on NASDAQ is less than U.S. $1.00 for any period of 10 consecutive trading days, the Corporation will consider calling a special meeting of its shareholders for the purpose of approving a consolidation of the Common Shares on such terms as the directors of the Corporation with or into any other Person or other entity other than a direct or indirect wholly-owned subsidiary of the Corporation; or (B) any sale, lease, exchange or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to any other Person or entity or a liquidation, dissolution or winding-up of the Corporation; (iv) take any other action that would otherwise ordinarily require an adjustment to the number of Units, the Underlying Shares or Warrants issuable for each one Subscription Receipt held other than in accordance with the terms and conditions of the Master Purchase Agreement; or (v) consummate the Separation Transaction on or prior to the Escrow Release Datemay approve.

General Covenants of the Corporation. (a) So long as any Subscription Receipts remain outstanding the Corporation covenants as follows: (ia) the Corporation is duly authorized to create and issue the Subscription Receipts and, when issued and countersigned as herein provided, such Subscription Receipts shall be valid and enforceable against the Corporation in accordance with the terms herein, and it will reserve and conditionally allot and keep available a sufficient unissued Underlying number of Common Shares and Warrant Shares to enable for the purpose of enabling it to satisfy its obligations pursuant to issue Common Shares upon the Subscription Receipts and Warrants; (ii) it will cause the Underlying Shares and Warrants to be issued pursuant to the conversion exercise of the Subscription Receipts and the certificates representing such Underlying issued by it; (b) all Common Shares and Warrants to which shall be issued upon deemed exercise of the Subscription Receipts (in accordance with the provisions terms hereof and of this Agreement and the Warrant Certificate and all Underlying Shares will Subscription Receipt Certificates) issued by it shall be fully paid and non-assessable Common Shares assessable; (c) it will make all requisite filings under applicable Securities Laws including those necessary to remain a reporting issuer (or the equivalent) not in default in each of the provinces of Canada in which it is presently a reporting issuer (or the equivalent); (d) it will promptly announce by press release the closing date for the Snowflake Acquisition or the Termination Time, as the case may be, and all Warrants that are issued pursuant will promptly notify the Standby Purchaser, TAVIX and the Trustee on the occurrence of a Termination Event; (e) it will use its commercially reasonable efforts to ensure that, until the earlier of the exercise of the Subscription Receipts will be duly pursuant to Section 3.1 and validly created in accordance with the terms of Termination Time, the Warrant CertificateSubscription Receipts and the Common Shares are, and continue to be, listed and posted for trading on the TSX; (iiif) it will use commercially reasonable efforts to maintain its corporate existence; (g) it will allow the Standby Purchasers and TAVIX and their respective advisors to conduct such due diligence investigations which the Standby Purchasers and/or TAVIX, as applicable, reasonably require in connection with the Snowflake Acquisition to enable the Standby Purchasers to be satisfied that the Corporation has complied with Section 5.2(h); (h) Catalyst shall not agree to any amendment or waiver (explicitly or by implication) of any term, condition, right or benefit under the Snowflake Purchase Agreement, in any case where the absence of such term, condition, right or benefit, or its failure to be satisfied, would have a material adverse effect on the value of the Snowflake Acquisition to Catalyst, except for amendments or waivers made with the prior consent of the Standby Purchasers and TAVIX, such prior consent not to be unreasonably withheld; (i) generally, it will well and truly perform and carry out all of the acts or things to be done by it as provided in this Agreement and that it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as the Trustee may reasonably require for the better accomplishing and effecting the intentions and provisions of this Agreement; and (ivj) it will make all requisite filings, including filings with appropriate securities commissions and stock exchanges, in connection with promptly advise the issue of the Units pursuant to the conversion of the Subscription Receipts; (b) In additionTrustee, the Corporation covenants with the Subscription Receipt Agent Standby Purchasers and the Investor that for so long as any Subscription Receipts remain outstanding, it will not do any of the following without the consent of the Investor and then only in accordance with the approval of and in compliance with the rules of the TSX and the NYSE: (i) (A) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares; (B) reduce or combine the outstanding Common Shares into a lesser number of Common Shares; or (C) reclassify the outstanding Common Shares, change the Common Shares into other shares or otherwise reorganize the shares of the Corporation; (ii) issue or distribute to all or substantially all of the holders of Common Shares: (A) shares Subscription Receipts in writing of any class, rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares; (B) evidence of the Corporation's indebtedness; or (C) any property or other assets; (iii) undertake (A) any reorganization of the Corporation or any consolidation, amalgamation, arrangement, merger or other form of business combination of the Corporation with or into any other Person or other entity other than a direct or indirect wholly-owned subsidiary of the Corporation; or (B) any sale, lease, exchange or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to any other Person or entity or a liquidation, dissolution or winding-up of the Corporation; (iv) take any other action that would otherwise ordinarily require an adjustment to the number of Units, the Underlying Shares or Warrants issuable for each one Subscription Receipt held other than in accordance with default under the terms and conditions of the Master Purchase this Agreement; or (v) consummate the Separation Transaction on or prior to the Escrow Release Date.