Common use of General Matters Clause in Contracts

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

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

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

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

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

General Matters. Each of the Agents severally covenants with the Company that it will (and will use its commercially reasonable best efforts to cause the members of the Selling Group): (a) Restricted Stock Units are not transferable conduct activities in connection with arranging for the sale and distribution of the Offered Shares in compliance with all Applicable Securities Laws and the applicable securities laws in the Selling Jurisdictions so that the distribution of the Offered Shares in such Selling Jurisdictions outside of Canada may lawfully occur without the necessity of registering the Offered Shares or assignablefiling a prospectus or any similar document under applicable securities laws in such Selling Jurisdictions outside of Canada, the Prospectus and the provisions of this Agreement; (b) This Agreement is not an employment contract not, directly or indirectly, sell or solicit offers to purchase the Offered Shares or distribute or publish any offering circular, prospectus, form of application, advertisement or other offering materials in any country or jurisdiction so as to require registration of the Offered Shares or filing of a prospectus or similar document with respect thereto or compliance by the Company with regulatory requirements (including any continuous disclosure obligations or similar reporting obligations) under the laws of any jurisdiction, (other than the filing of the Preliminary Prospectus, any Prospectus Amendment and nothing the Final Prospectus in this Agreement the Qualifying Provinces and the Agents shall be deemed entitled to create assume that the Offered Shares have been qualified in any way whatsoever any obligation on the Participant’s part Qualifying Provinces to continue to work the extent a receipt has been issued for the Company (or any subsidiary of the CompanyFinal Prospectus in such Qualifying Provinces), or of the Company (or any subsidiary of the Company) to continue to employ the Participant.; (c) This Agreement use all reasonable efforts to complete and to cause the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions members of the Plan.Selling Group to complete the distribution of the Offered Shares up to their maximum amount as soon as practicable; (d) For the grant of the Restricted Stock Units to be effective, this Agreement must be executed by the Participant and returned not make any representations or warranties with respect to the Company.Company or the Offered Shares, other than as set forth in the Preliminary Prospectus, the Final Prospectus and any Supplementary Material; (e) The Participant acknowledges that upon the Company may be required to disclose to obtaining the securities regulatory authorities, necessary receipts therefor from the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number Ontario Securities Commission on behalf of the ParticipantSecurities Commissions pursuant to NP 11-202, deliver one copy of the number Final Prospectus and any Supplementary Material to each of Restricted Stock Units granted, and if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, Purchasers purchasing from such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange.Agent; and (f) Time shall be provide reasonable assistance in obtaining the listing of the essence of this Agreement. (g) This Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein. (h) The Participant acknowledges that neither the Plan or this Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have Offered Shares on the value of Restricted Stock UnitsTSX, AIM and BVL.

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

General Matters. (a) Restricted Stock Units are not transferable or assignablethe Company (i) has been duly incorporated under the Canada Business Corporations Act and is and will at the Time of Closing be up-to-date in all material corporate filings and in good standing under the Canada Business Corporations Act; (ii) has all requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets; and (iii) has all requisite corporate power and authority to create, issue and sell the Offered Securities, issue the Over-Allotment Option, issue the Compensation Options, enter into this Agreement, the Warrant Indenture, the Escrow Agreement and the Compensation Option Certificates and to carry out the provisions contained in hereunder and thereunder; (b) This Agreement is not an employment contract and nothing in this Agreement shall at the Time of Closing, the Material Subsidiaries listed on Schedule "A" will be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for the Company (or any subsidiary of the Company), or only subsidiaries of the Company (which will be material to the Company and the securities of such Material Subsidiaries will be held, directly or indirectly, by the Company as set forth in Schedule "A", free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims and demands whatsoever other than those set forth on Schedule "B". All of such shares in the capital of the Material Subsidiaries will have been duly authorized and validly issued and will be outstanding as fully paid shares and no person has any right, agreement or option, present or future, contingent or absolute, or any subsidiary right capable of becoming a right, agreement or option, for the purchase from the Company of any interest in any of such shares or, other than the Eglinton Shareholders Agreement, for the issue or allotment of any unissued shares in the capital of the Company) to continue to employ the Participant.Material Subsidiaries or any other security convertible into or exchangeable for any such shares; (c) This Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions each of the Plan.Material Subsidiaries (i) has been duly incorporated in its respective jurisdiction of incorporation and is and will at the Time of Closing be up-to-date in all material corporate filings and in good standing under the laws of such jurisdiction, as the case may be and (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets; (d) For no proceedings have been taken, instituted or, to the grant knowledge of the Restricted Stock Units to be effectiveCompany, this Agreement must be executed by are pending for the Participant and returned to dissolution or liquidation of the Company.Company or the Material Subsidiaries; (e) The Participant acknowledges that each of the Company may be required to disclose to and the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, the number of Restricted Stock Units granted, and if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it willMaterial Subsidiaries are, in all material respects, conducting its respective business in compliance with all applicable laws, rules and regulations of each jurisdiction in which its respective business is carried on and each is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its businesses to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a timely mannernotice of non-compliance, executenor knows of, delivernor has reasonable grounds to know of, file and otherwise assist the company in filingany facts that could give rise to a notice of non-compliance with any such laws, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required regulations or requested by permits which could have an adverse material effect on the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements Material Subsidiaries and all such licences, registrations and qualifications will at the Time of any securities commission or other regulatory authority or the Exchange.Closing be valid, subsisting and in good standing; (f) all necessary corporate action has been taken or will have been taken prior to the Time shall be of the essence of this Agreement. (g) This Agreement shall be governed Closing by the laws of Company so as to: (i) validly issue and sell the Province of Alberta. The parties agree that any disputes under this Agreement shall be resolved by Offered Securities; (ii) issue the courts of Alberta Over-Allotment Option; (iii) issue the Compensation Options; and each of (iv) and issue and sell the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein. (h) The Participant acknowledges that neither the Plan or this Agreement restricts the Company’s ability to conduct its business (includingWarrant Shares, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock Units.Compensation Option

General Matters. (a) Restricted Stock Units are the Company (i) has been duly incorporated and is validly existing under the laws of the Yukon Territory and is and will at the Time of Closing be up-to-date in all corporate filings except where failure to be up-to-date in such corporate filings does not transferable or assignableand will not constitute a Material Adverse Event; (ii) has all requisite corporate power and authority to carry on its business as now conducted and to own, lease and operate its properties and assets; and (iii) has all requisite corporate power and authority to create, issue and sell the Offered Shares, to enter into this agreement and to carry out the provisions of this agreement; (b) This Agreement is not an employment contract and nothing in this Agreement shall be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for Subsidiaries are the Company (or any subsidiary of the Company), or only subsidiaries of the Company (or any subsidiary which are material to the Company and all interests of the Company therein are, except as otherwise disclosed in the Company) to continue to employ 's Information Record, held by the Participant.Company free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims and demands whatsoever; (c) This Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions each of the Plan.Subsidiaries (i) has been duly incorporated or formed and organized in its respective jurisdiction and is and will at the Time of Closing be up-to-date in all corporate or other required filings and in good standing under the laws of such jurisdiction, as the case may be except where failure to be up-to-date in such filings or to be in good standing does not and will not constitute a Material Adverse Event; and (ii) has all requisite corporate power and authority to carry on its business as now conducted and to own, lease and operate its properties and assets; (d) For the Company and each of the Subsidiaries are, in all material respects, conducting their respective businesses in compliance with all applicable laws, rules and regulations of each jurisdiction in which their respective businesses are carried on and each is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are and will at the Time of Closing be valid, subsisting and in good standing, except, in each case, in respect of matters which do not and will not result in a Material Adverse Event, and except where the failure to be so licensed, registered or qualified or the absence of any such license, registration or qualification which is not and will not be a Material Adverse Event; (e) all necessary corporate action has been taken or will have been taken prior to the Time of Closing by the Company so as to validly issue and sell the Offered Shares and, upon receipt by the Company of the purchase price as consideration for the issue of the Offered Shares, such Common Shares will be validly issued and outstanding as fully paid and non-assessable; (f) the authorized and issued capital of the Company consists of an unlimited number of Common Shares, of which, as of the close of business on September 18, 2003, 48,988,876 were outstanding as fully paid and non-assessable shares in the capital of the Company; (g) the currently issued and outstanding Common Shares of the Company are listed and posted for trading on the Exchanges and no order ceasing or suspending trading in any securities of the Company or prohibiting the sale of the Offered Shares or the trading of any of the Company's issued securities has been issued and no proceedings for such purpose are pending or, to the best of the Company's knowledge, information and belief, threatened; (h) except as provided under this agreement or as described in the Company's Information Record and the Final Prospectus, no person now has any agreement or option or right or privilege (whether at law, preemptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Company or any of the Subsidiaries; (i) since December 31, 2002, except as disclosed in the Company's Information Record and the Final Prospectus: (i) there has not been any material change in the Company and the Subsidiaries, on a consolidated basis; and (ii) the Company and the Subsidiaries have carried on their respective businesses in the ordinary course; (j) the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2002 present fairly, in all material respects, the financial condition of the Company on a consolidated basis, for the periods then ended; (k) there is no action, proceeding or investigation (whether or not purportedly by or on behalf of the Company or any subsidiary) pending or, to the best of the Company's knowledge, information and belief, threatened against or affecting the Company or its Subsidiaries at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any governmental department, commission, board or agency, domestic or foreign, which is, or, if determined adversely to the Company, could reasonably be expected to be, a Material Adverse Event, or which questions the validity of the Offered Shares or of the issuance thereof as fully paid and non-assessable Common Shares or any action taken or to be taken by the Company pursuant to or in connection with this agreement; (l) neither the Company nor any of the Subsidiaries is in default or in breach in any material respect of, and the execution and delivery of this agreement by the Company, the performance and compliance with the terms of this agreement and the sale of the Offered Shares (including the grant of the Restricted Stock Units Over-Allotment Option by the Company) will not result in any material breach of, or be in conflict with or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the constating documents, by-laws or resolutions of the Company or any of the Subsidiaries or any material mortgage, note, indenture, contract, agreement, instrument, lease or other document to which the Company or any of the Subsidiaries is a party or by which any of them is bound or any judgment, decree, order, statute, rule or regulation applicable to any of them; (m) the Company is, and will at the Time of Closing be, an Eligible Issuer and a "reporting issuer", not in default, in each of the Qualifying Jurisdictions. In particular, without limiting the foregoing, the Company has since June 25, 2002 complied with its obligations to make timely disclosure of all material changes relating to it and no such disclosure has been made on a confidential basis and there is no material change relating to the Company which has occurred and with respect to which the requisite material change statement has not been filed, except to the extent that the Offering constitutes a material change; (n) there has not been any reportable event (within the meaning of National Policy Statement No. 31 of the Canadian Securities Administrators) with the present or any former auditor of the Company; (o) neither the Company nor any of the Subsidiaries, nor to the best of the Company's knowledge, information and belief, any other person, is in default in the observance or performance of any material term or obligation to be effective, this Agreement must be executed performed by the Participant Company or any of the Subsidiaries or such other person under any material contract to which the Company or any of the Subsidiaries is a party or otherwise bound and returned no event has occurred which with notice or lapse of time or both would constitute such a default by the Company, a Subsidiary or, to the best of the Company.'s knowledge, information and belief, any other party; (ep) The Participant acknowledges that this agreement and all other contracts required in connection with the issue and distribution of the Offered Shares shall be, prior to the Closing Date, duly authorized, executed and delivered by the Company and shall be valid and binding obligations of the Company enforceable in accordance with their respective terms, except as enforcement thereof may be required to disclose limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and subject to the securities regulatory authoritiesqualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; (q) the Company will use US$16 million of the net proceeds of the Offering for the advanced exploration and feasibility of the Black Fox Project. The balance of the proceeds will be used (i) to advance the Company's other mineral properties, including the Montana Tunnels Mine and the Florida Canyon Mine, in such amounts as may be determined by management of the Company and (ii) for general corporate purposes; (r) the attributes of the Offered Shares will conform in all material respects with the description thereof in the Final Prospectus; (s) other than as contemplated by the Offering and this agreement, the Exchange Company will not, for a period of 120 days from the Closing Date, issue or other regulatory authorities duly authorized sell or agree to make such request, issue or sell (or announce any intention to do so) any equity or voting shares in the name, address and telephone number capital of the ParticipantCompany or financial instruments convertible or exchangeable into such shares, the number of Restricted Stock Units grantedother than (i) issuances under existing director or employee stock option or stock purchase plans, (ii) issuances to satisfy outstanding instruments and contractual commitments, and if required by applicable securities legislation(iii) issuances of flow-through shares which are sold at a price not less than the purchase price of the Offered Securities, regulationsfor a period of 120 days from the Closing Date, ruleswithout the prior written agreement of BMO Nesbitt Burns, policies such agreement not to be unreasonably withheld; (x) xhe Company will use its reasonable commercial efforts to arrange for the listing and posting for trading on the Exchanges of the Offered Shares effective as of the Closing Date; (u) none of the Company, its affiliates nor any person acting on behalf of any of them has engaged or orders will engage in any form of General Solicitation or by General Advertising or has acted or will act in any securities commission, manner involving a public offering within the Exchange or other regulatory authority, it willmeaning of Section 4(2) of the 1933 Act, in either case, in connection with the solicitation of offers to purchase, offer or sale of the Offered Shares in the United States or to, or for the account or benefit of, a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents U.S. Person; (v) except with respect to the Restricted Stock Units as may be required Offered Shares offered and sold in the United States or requested by to, or for the account or benefit of, a U.S. Accredited Investor in reliance upon an exemption from registration under the 1933 Act, neither the Company, nor any Person acting on behalf of any of them (other than the Agents, the affiliates thereof or any person acting on behalf of any of them, in respect of which no representation is made), has made, or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Shares in the United States or to, or for the account or benefit of, a U.S. Person; (B) any sale of Offered Shares unless, at the time the buy order was or will have been made, the purchaser is (i) outside the United States or (ii) the Company and any Person acting on behalf of any of them reasonably believe that the purchaser is outside the United States and not a U.S. Person; or (C) any Directed Selling Efforts in the United States with respect to enable the Offered Shares; (w) during the period in which the Offered Shares are offered for sale, neither the Company, nor any person acting on its behalf, has taken, or will take, any action that would cause the exemptions afforded by Regulation D under the 1933 Act to be unavailable for offers and sales of Offered Shares; (x) the Company is not, and as a result of the sale of the Offered Shares contemplated hereby will not be, an "investment company" as defined in the United Sates Investment Company Act of 1940, as amended; (y) except with respect to comply the offer and sale of Offered Shares, the Company has not, for a period of six months prior to the date hereof, sold, offered for sale or solicited any offer to buy any securities thereof in the United States or to, or for the account or benefit of, (z) during the period in which the Offered Shares are offered for sale, neither the Company, nor any person acting on its behalf (other than the Agent, the affiliates thereof or any person acting on behalf of any of them, in respect of which no representation is made) has taken or will take any action that would cause the exemption afforded by Rule 506 of Regulation D to be unavailable for offers and sales of Offered Shares in the United States in accordance with applicable securities legislation, regulations, rules, policies or orders this Agreement or the requirements exclusion from registration under the 1933 Act afforded by Rule 903 of any securities commission or other regulatory authority or Regulation S to be unavailable for offers and sales of the Exchange.Offered Shares outside the United States in accordance with this Agreement; (faa) Time shall be assuming that the representations and warranties provided to the Company by Purchasers who are U.S. Persons are true and correct, and the Agents have complied with their obligations hereunder, the offer, sale and issuance of the essence Offered Shares in conformity with the terms of this Agreement.Agreement constitute transactions exempt from the registration requirements under the 1933 Act; (gbb) This Agreement shall be governed by Neither the Company, nor anyone acting on its behalf, has or will offer or sell the Offered Shares or any other security so as to require the registration of the Offered Shares pursuant to the provisions of the 1933 Act or any federal or state securities laws of the Province of Alberta. The parties agree United States, unless the Offered Shares are so registered; (cc) that any disputes under this Agreement shall be resolved by within 15 days after the courts of Alberta and each first sale of the parties irrevocably attorn Offered Shares in the United States or to, or for the account or benefit, of, a U.S. Person pursuant to Rule 506 of Regulation D under the non-exclusive jurisdiction thereof 1933 Act, the Company will prepare and file with the United States Securities and Exchange Commission a notice on Form D and all other notices required to be filed with any regulatory authority in the United States with respect to all such matters and the transactions contemplated herein.Offered Shares offered in the United States or to, or for the account or benefit of, a U.S. Person; (hdd) The Participant acknowledges that neither CIBC Mellon Trust Company has been duly appointed the Plan registrar and transfer agent in Canada for the Common Shares of the Company at its principal transfer office in the city of Toronto, Ontario; and (ee) other than the Agents pursuant to this agreement, there is no person acting or this Agreement restricts purporting to act at the request of the Company’s ability , who is entitled to conduct its business (includingany brokerage, but not limited to, such decisions as transactions agency or other fiscal advisory or similar fee in connection with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock UnitsOffering.

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

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

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

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

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

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

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

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

General Matters. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders (including the Issuing Bank), and the Borrower shall not have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” as used herein or in any other Loan Documents (or any similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) Restricted Stock Units are the Administrative Agent shall not transferable be subject to any fiduciary or assignable other implied duties, regardless of whether a Default has occurred and is continuing, (b) This Agreement the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not an employment contract have any duty to disclose, and nothing shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in this Agreement any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to create have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any way whatsoever Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any obligation on Loan Document or any other agreement, instrument or document or (v) the Participant’s part satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to continue confirm receipt of items expressly required to work be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Company (or any subsidiary of the CompanyBorrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or of not taken by it in accordance with the Company (or any subsidiary of the Company) to continue to employ the Participant. (c) This Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event advice of any inconsistencies as between this Agreement such counsel, accountants or experts. The Administrative Agent may perform any and the Plan, such matters shall be governed all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the terms Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the Plan. (d) For preceding paragraphs shall apply to any such sub-agent and to the grant Related Parties of the Restricted Stock Units Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be effectivetaken by any of them while it was acting as Administrative Agent. Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent, any arranger of the credit facilities evidenced by this Agreement must be executed or any other Lender and their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent, any arranger of the credit facilities evidenced by this Agreement or any amendment thereof or any other Lender and their respective Related Parties and based on such documents and information (which may contain material, non-public information within the Participant meaning of the United States securities laws concerning the Borrower and returned its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the Company. (e) The Participant acknowledges that the Company may be required extent to disclose to the securities regulatory authoritieswhich it will continue as a Lender or assign or otherwise transfer its rights, the Exchange or other regulatory authorities duly authorized to make such request, the name, address interests and telephone number of the Participant, the number of Restricted Stock Units granted, and if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents obligations hereunder. Except with respect to the Restricted Stock Units exercise of setoff rights of any Lender, in accordance with Section 9.08, the proceeds of which are applied in accordance with this Agreement, each Lender agrees that it will not take any action, nor institute any actions or proceedings, against the Borrower or with respect to any Loan Document, without the prior written consent of the Required Lenders or, as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders provided in this Agreement or the requirements other Loan Documents, with the consent of the Administrative Agent. None of the Lenders or their Affiliates, if any, identified in this Agreement as a Joint Bookrunner, Co-Syndication Agent or Co-Documentation Agent shall have any securities commission right, power, obligation, liability, responsibility or duty under this Agreement other regulatory authority than, in the case of Lenders, those applicable to all Lenders as such. Without limiting the foregoing, none of the Joint Bookrunners or such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the Exchange. (f) Time same acknowledgments with respect to the relevant Lenders and their Affiliates in its capacity as Co-Syndication Agents, Co-Documentation Agents or Joint Bookrunners, as applicable, as it makes with respect to the Administrative Agent in the preceding paragraph. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the essence Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal or interest has become due and payable pursuant to the terms of this Agreement. (g) This Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein. (h) The Participant acknowledges that neither the Plan or this Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock Units.

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

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

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

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

General Matters. Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. For the avoidance of doubt, each of the Lenders and the Issuing Banks hereby authorizes and directs the Administrative Agent to enter into (i) any Intercreditor Agreement pursuant to Section 6.02(i), perform each Intercreditor Agreement on its behalf and take any actions thereunder as determined by the Administrative Agent to be necessary or advisable to protect the interest of the Lenders, and each Lender agrees to be bound by the terms of each Intercreditor Agreement and (ii) any Security Document in connection with Section 6.02(i) in order to ensure the Secured Obligations are secured by a Lien in all assets securing any Indebtedness incurred pursuant to Section 6.01(i) (it being understood that any such Security Document may (without the consent of any Lender) take the form of an amendment to, or amendment and restatement of, any existing Security Document so long as the sole amendments thereto are such changes as are reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effectuate the intent of Section 6.02(i)). Any bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to, invest in and generally engage in any kind of business with the Loan Parties or any Restricted Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) Restricted Stock Units are the Administrative Agent shall not transferable be subject to any fiduciary or assignable other implied duties, regardless of whether a Default has occurred and is continuing, (b) This Agreement the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in 135 the Loan Documents, the Administrative Agent shall not an employment contract have any duty to disclose, and nothing shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Restricted Subsidiaries that is communicated to or obtained by the bank serving as the Administrative Agent or any of its Affiliates in this Agreement any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall not be deemed to create have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Representative or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any way whatsoever Loan Document, (iv) the adequacy, accuracy or completeness of any obligation information (whether oral or written) set forth or in connection with any Loan Document, (v) the legality, validity, enforceability, effectiveness, adequacy or genuineness of any Loan Document or any other agreement, instrument or document, (vi) the creation, perfection or priority of Liens on the Participant’s part Collateral or the existence of the Collateral, or (vii) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to continue confirm receipt of items expressly required to work be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, (i) any representation, notice, request, certificate, consent, statement, instrument, document or other writing or communication believed by it to be genuine, correct and to have been authorized, signed or sent by the proper Person, (ii) any statement made to it orally or by telephone and believed by it to be made or authorized by the proper Person or (iii) any statement made by a director, authorized signatory or employee of any Person regarding any matters which may reasonably be assumed to be within his or her knowledge or within his or her power to verify. The Administrative Agent may consult with legal counsel (who may be counsel for the Company (or any subsidiary of the CompanyBorrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or of not taken by it in accordance with the Company (or any subsidiary of the Company) to continue to employ the Participant. (c) This Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event advice of any inconsistencies as between this Agreement such counsel, accountants or experts. The Administrative Agent may perform any and the Plan, such matters shall be governed all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the terms Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the Plan. (d) For preceding paragraphs shall apply to any such sub-agent and to the grant Related Parties of the Restricted Stock Units Administrative Agent and any such sub-agent, and shall apply to be effectivetheir respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, this Agreement must be executed the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower Representative. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower Representative, to appoint a successor. If no successor shall have been so appointed by the Participant Required Lenders and returned to shall have accepted such appointment within 30 days after the Company. (e) The Participant acknowledges that retiring Administrative Agent gives notice of its resignation, then the Company may be required to disclose to the securities regulatory authoritiesretiring Administrative Agent may, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number on behalf of the ParticipantLenders and the Issuing Banks, in consultation with the number Borrower Representative, appoint its successor in such capacity, which shall be a commercial bank or an Affiliate of Restricted Stock Units grantedany such commercial bank or a Lender. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges, obligations and duties of the retiring Administrative Agent, and if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange. (f) Time retiring Administrative Agent shall be of the essence of this Agreement. (g) This Agreement shall be governed by the laws of the Province of Alberta. The parties agree that discharged from its duties and any disputes under this Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein. (h) The Participant acknowledges that neither the Plan or this Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock Units.further obligations