Common use of Protection of Warrant Agent Clause in Contracts

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent or any Indemnified Party, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, warrant agents it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates9.9) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;; and (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their current and former officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoeverliabilities, losseslosses (other than loss of profits), damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of themWarrant Agent, whether at law groundless or in equityotherwise, in any way caused by arising from or arising, directly or indirectly, in respect out of any act, deed, matter omission or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution error of the Indemnified Parties’ dutiesWarrant Agent, or any other services provided that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties Warrant Agent in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and. (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agentand fraud, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. (g) the forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agentwarrant agents, it is expressly declared and agreed as follows: (a1) the The Warrant Agent shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Warrants (except the representation contained in Section 9.9 8.9 or in the Authentication of the Warrant Agent on the Warrant CertificatesWarrants) or be required to verify the same, but same and all such statements of fact or recitals are and shall be deemed to be made by the Corporation;Company. (b2) nothing Nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;. (c3) the The Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;. (d4) the The Warrant Agent shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its the covenants or warranties herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;Company. (e5) Without limiting any protection or indemnity of the Corporation Warrant Agent under any other provision hereof, or otherwise at law, the Company hereby indemnifies and agrees to indemnify and hold harmless the Warrant Agent, Agent and its affiliates, their directors, officers, directors, agents and employees, agents, successors and assigns (the “"Indemnified Parties”") from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, proceedings, charges, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal or advisor fees and disbursements on a solicitor and client basis, of whatever kind and nature which may at any time be imposed on or on, incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arisingarising from the performance of its duties hereunder, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ ' duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation Company agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation Company shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful fraud or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and. (f6) notwithstanding Notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation Company to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim; provided that this limitation shall not apply in respect of any gross negligence, fraud or wilful misconduct of the Warrant Agent. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. (7) If any of the funds provided to the Warrant Agent hereunder are received by it in the form of an uncertified cheque or bank draft, the Warrant Agent shall delay the release of such funds and the related Warrant Shares until such uncertified cheque has cleared the financial institution upon which the same is drawn. (8) The forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque. (9) The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgement, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline. Further, should the Warrant Agent, in its sole judgement, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on ten (10) days' written notice to the Company provided: (i) that the Warrant Agent's written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Warrant Agent's satisfaction within such ten (10) day period, then such resignation shall not be effective.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agentwarrant agents, it is expressly declared and agreed as follows: (a1) the The Warrant Agent shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Warrants (except the representation contained in Section section 9.9 or in the Authentication certificate of the Warrant Agent on the Warrant CertificatesWarrants) or be required to verify the same, but same and all such statements of fact or recitals are and shall be deemed to be made by the Corporation;Company. (b2) nothing Nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;. (c3) the The Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;. (d4) the The Warrant Agent shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its the covenants or warranties herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;Company. (e5) Without limiting any protection or indemnity of the Corporation Warrant Agent under any other provision hereof, or otherwise at law, the Company hereby indemnifies and agrees to indemnify and hold harmless the Warrant Agent, its affiliatesaffiliates and their directors, their officers, directorsagents, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal or advisor fees and disbursements disbursements, of whatever kind and nature which may at any time be imposed on or on, incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, done acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation Company agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation Company shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, wilful misconduct, bad faith, willful misconduct faith or fraud of the Warrant Agent or any Indemnified Party, and this Agent. This provision shall survive the resignation or removal of the Warrant Agent Agent, or the termination or discharge of this Indenture; and. The Warrant Agent shall not be under any obligation to prosecute or defend any action or suit in respect of this Indenture which, in the opinion of its counsel, may involve it in expense or liability, unless the Company shall, so often as required, furnish the Warrant Agent with satisfactory indemnity and funding against such expense or liability. (f6) notwithstanding If any of the foregoing funds provided to the Warrant Agent hereunder are received by it in the form of an uncertified cheque or bank draft, the Warrant Agent shall delay the release of such funds and the related Warrant Shares until such uncertified cheque has cleared the financial institution upon which the same is drawn. (7) The forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque. (8) The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgement, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline. Further, should the Warrant Agent, in its sole judgement, determine at any time that its acting under this Warrant Indenture has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on 10 days’ written notice to the Company provided: (i) that the Warrant Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Warrant Agent’s satisfaction within such 10-day period, then such resignation shall not be effective. (9) The Warrant Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, bad faith, willful misconduct or fraud. (10) Notwithstanding the foregoing, or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation Company to the Warrant Agent under this Indenture in the twelve (12) 24 months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law Securities Laws or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losseslosses , damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that the Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. (g) the Warrant Agent shall not be liable for any error in good judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, bad faith or willful misconduct.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agenttrustees, it is expressly declared and agreed as follows: (a1) the The Warrant Agent shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture indenture or in the Warrant Certificates Warrants (except the representation contained in Section 9.9 section 8.9 or in the Authentication certificate of the Warrant Agent on the Warrant CertificatesWarrants) or be required to verify the same, but same and all such statements of fact or recitals are and shall be deemed to be made by the Corporation;Company (except the representation contained in section 8.9 or in the certificate of the Warrant Agent on the Warrants). (b2) nothing Nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture indenture or any instrument ancillary or supplemental hereto;. (c3) the The Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;. (d4) the The Warrant Agent shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its the covenants or warranties herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;Company. (e5) Without limiting any protection or indemnity of the Corporation Warrant Agent under any other provision hereof, or otherwise at law, the Company hereby indemnifies and agrees to indemnify and hold harmless the Warrant AgentAgent and its directors, its affiliates, their officers, directors, employees, agents, successors agents and assigns (the “Indemnified Parties”) employees from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal or advisor fees and disbursements disbursements, of whatever kind and nature which may at any time be imposed on or on, incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that the performance of its liability hereunder shall be absolute duties and unconditional regardless of the correctness of any representations of any third parties obligations hereunder, other than such liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event disbursements arising by reason of the gross negligence, bad faith, willful fraud or wilful misconduct or fraud of the Warrant Agent or any Indemnified Party, and this Agent. This provision shall survive the resignation or removal of the Warrant Agent Agent, or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claimindenture. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the The Warrant Agent shall not be liable under any circumstances whatsoever for obligation to prosecute or defend any (a) breach by any other party action or suit in respect of securities law this indenture which, in the opinion of its counsel, may involve it in expense or other rule of any securities regulatory authorityliability, (b) lost profits unless the Company shall, so often as required, furnish the Warrant Agent with satisfactory indemnity and funding against such expense or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damagesliability.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents agent or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agentsagent, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, wilful misconduct, bad faith, willful misconduct faith or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that the Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication certificate of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their current and former officers, directors, employeesemployees , agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of themWarrant Agent, whether at law groundless or in equityotherwise, in any way caused by arising from or arising, directly or indirectly, in respect out of any act, deed, matter omission or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution error of the Indemnified Parties’ dutiesWarrant Agent, or any other services provided that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties Warrant Agent in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; (f) the Warrant Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, bad faith or willful misconduct; and (fg) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any any: (a) breach by any other party of securities law or other rule of any securities regulatory authority, ; (b) lost profits profits; or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. (h) The forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;; and (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture; (b) the Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information, instructions or for any other reason whatsoever, the Warrant Agent, in its sole judgment, acting reasonably, determines that such act is conflicting with or contrary to the terms of this Indenture or the law or regulation of any jurisdiction or any order or directive of any court, governmental agency or other regulatory body; (c) the Warrant Agent is in no way responsible for the use by the Corporation of the Exercise Price or any other funds that may be realized hereunder; (d) the Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any certificate or certificates whether delivered by hand, mail or any other means provided that they are sent in accordance with the provisions hereof; (e) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication certificate of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (bf) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (cg) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (dh) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (ei) in addition to and without limiting any protection of the Warrant Agent hereunder or otherwise by law, the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, and each of their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including expert consultant and reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, whatsoever arising in connection with this Indenture and in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture, and including any action or liability brought against or incurred by the Indemnified Parties in relation to or arising out of any breach by the Corporation. The Notwithstanding any other provision hereof, the Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the fraud, gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or Agent. Notwithstanding any Indemnified Partyother provision hereof, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and; (fj) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision hereof, this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; (k) notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. Notwithstanding any other provision hereof, this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (l) the Warrant Agent shall not be under any obligation to prosecute or to defend any action or suit in respect of the relationship which, in the opinion of its Counsel, may involve it in expense or liability, unless the Corporation shall, so often as required, furnish the Warrant Agent with satisfactory indemnity and funding against such expense or liability.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a1) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the CorporationCompany; (b2) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c3) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d4) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the CorporationCompany; (e5) the Corporation Company hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation Company agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation Company shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, wilful misconduct, bad faith, willful misconduct faith or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f6) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation Company to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any any: (a) breach by any other party of securities law or other rule of any securities regulatory authority, ; (b) lost profits profits; or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. (1) By way of supplement to the provisions of any law for the time being relating to the Warrant AgentAgents, it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture Agreement or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates11.1) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture Agreement or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person Person or persons Persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent or any Indemnified Party, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this IndentureAgreement, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture Agreement in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this IndentureAgreement, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any any (ai) breach by any other party of securities law or other rule of any securities regulatory authority, ; (bii) lost profits profits; or (ciii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages; (e) the Warrant Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, bad faith or willful misconduct; (f) in the event that any of the funds provided to the Warrant Agent hereunder are received by it in the form of an uncertified cheque or bank draft, the Warrant Agent shall be entitled to delay the time for release of such funds until such uncertified cheque has cleared the financial institution upon which the same is drawn; and (g) the forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the CorporationCompany; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the CorporationCompany; (e) the Corporation Company hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losseslosses (other than loss of profits), damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation Company agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation Company shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and; (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation Company to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages; (g) If any of the funds provided to the Warrant Agent hereunder are received by it in the form of an uncertified cheque or bank draft, the Warrant Agent shall delay the release of such funds and the related Warrant Shares until such uncertified cheque has cleared the financial institution upon which the same is drawn.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agentwarrant agents, it is expressly declared and agreed as follows: (a1) the The Warrant Agent shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Warrants (except the representation contained in Section 9.9 section 8.9 or in the Authentication of the Warrant Agent on the Warrant CertificatesWarrants) or be required to verify the same, but same and all such statements of fact or recitals are and shall be deemed to be made by the Corporation;Company. (b2) nothing Nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;. (c3) the The Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;. (d4) the The Warrant Agent shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its the covenants or warranties herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;Company. (e5) Without limiting any protection or indemnity of the Corporation Warrant Agent under any other provision hereof, or otherwise at law, the Company hereby indemnifies and agrees to indemnify and hold harmless the Warrant Agent, Agent and its affiliates, their directors, officers, directors, agents and employees, agents, successors and assigns (the “"Indemnified Parties”") from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, proceedings, charges, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal or advisor fees and disbursements on a solicitor and client basis, of whatever kind and nature which may at any time be imposed on or on, incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arisingarising from the performance of its duties hereunder, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ ' duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation Company agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation Company shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful fraud or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and. (f6) notwithstanding Notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation Company to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim; provided that this limitation shall not apply in respect of any gross negligence, fraud or wilful misconduct of the Warrant Agent. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. (7) If any of the funds provided to the Warrant Agent hereunder are received by it in the form of an uncertified cheque or bank draft, the Warrant Agent shall delay the release of such funds and the related Warrant Shares until such uncertified cheque has cleared the financial institution upon which the same is drawn. (8) The forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque. (9) The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgement, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline. Further, should the Warrant Agent, in its sole judgement, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on 10 days' written notice to the Company provided: (i) that the Warrant Agent's written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Warrant Agent's satisfaction within such 10-day period, then such resignation shall not be effective.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) : the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) ; nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) ; the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) ; the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) ; the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “"Indemnified Parties”") from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ ' duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) and notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) 12 months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.or

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agentwarrant agents, it is expressly declared and agreed as follows: (a1) the The Warrant Agent shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in section 8.9 and by virtue of the Authentication countersignature of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but same and all such statements of fact or recitals are and shall be deemed to be made by the Corporation;Company (except the representation contained in section 8.9 and by virtue of the countersignature of the Warrant Agent on the Warrant Certificates). (b2) nothing Nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture indenture or any instrument ancillary or supplemental hereto;. (c3) the The Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;. (d4) the The Warrant Agent shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its the covenants or warranties herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;Company. (e5) Without limiting any protection or indemnity of the Warrant Agent under any other provision hereof, or otherwise at law: (a) the Corporation hereby indemnifies Company shall indemnify and agrees to hold harmless the Warrant Agent, Agent and its affiliates, their officersemployees, directors, employeesofficers and agents and all of their respective representatives, agentsheirs, successors and assigns (collectively, the “Indemnified Parties”) from and against any and all liabilities whatsoeverliabilities, losses, costs, claims, actions and demands whatsoever which may be brought against the Warrant Agent or which it may suffer or incur in connection with or arising out of the performance of its duties and obligations under this indenture, including any and all reasonable legal fees and disbursements, other than such liabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred arising by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event reason of the gross negligence, bad faithfraud, willful or the wilful misconduct or fraud bad faith of the Warrant Agent Agent. The Indemnified Parties will not be under any obligation to prosecute or to defend any action or suit which, in the opinion of their counsel, may involve them in expense or liability, unless the Company will, so often as required, furnish the Indemnified Party, Parties with satisfactory indemnity and funding against such expense or liability. It is understood and agreed that this provision indemnification shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this IndentureIndenture or the resignation of the Warrant Agent; (b) the Warrant Agent shall incur no liability and shall be fully protected in acting and relying upon any written notice, direction, instruction, request, waiver, consent, receipt or other paper or document furnished to it and signed by the parties thereto, not only as to its due execution and validity and the effectiveness of its provision but also to the truth and accuracy of any information therein contained which it in good faith believes to be genuine; and (fc) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall have no duties except those which are expressly set forth herein and it shall not be liable under any circumstances whatsoever for any (a) breach bound by any other party notice of securities law a claim or other rule demand with respect to, or any waiver, modification, amendment, termination or rescission of any securities regulatory authoritythis indenture, (b) lost profits or (c) specialunless received by it in writing, indirectand signed by the parties hereto and, incidentalif its duties are herein affected, consequential, exemplary, aggravated or punitive losses or damagesunless it shall have given prior written consent thereto.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agentwarrant agents, it is expressly declared and agreed as follows: (a1) the The Warrant Agent shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Warrants (except the representation contained in Section 9.9 section 8.9 or in the Authentication certificate of the Warrant Agent on the Warrant CertificatesWarrants) or be required to verify the same, but same and all such statements of fact or recitals are and shall be deemed to be made by the Corporation;Company (except the representation contained in section 8.9 or in the certificate of the Warrant Agent on the Warrants). (b2) nothing Nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;. (c3) the The Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;. (d4) the The Warrant Agent shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its the covenants or warranties herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;Company. (e5) Without limiting any protection or indemnity of the Corporation Warrant Agent under any other provision hereof, or otherwise at law, the Company hereby indemnifies and agrees to indemnify and hold harmless the Warrant AgentAgent and its directors, its affiliates, their officers, directors, employees, agents, successors agents and assigns (the “Indemnified Parties”) employees from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal or advisor fees and disbursements disbursements, of whatever kind and nature which may at any time be imposed on or on, incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that the performance of its liability hereunder shall be absolute duties and unconditional regardless of the correctness of any representations of any third parties obligations hereunder, other than such liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event disbursements arising by reason of the gross negligence, bad faith, willful fraud or wilful misconduct or fraud of the Warrant Agent or any Indemnified Party, and this Agent. This provision shall survive the resignation or removal of the Warrant Agent Agent, or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the The Warrant Agent shall not be liable under any circumstances whatsoever for obligation to prosecute or defend any (a) breach by any other party action or suit in respect of securities law this Indenture which, in the opinion of its counsel, may involve it in expense or other rule of any securities regulatory authorityliability, (b) lost profits unless the Company shall, so often as required, furnish the Warrant Agent with satisfactory indemnity and funding against such expense or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damagesliability.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of themWarrant Agent, whether at law groundless or in equityotherwise, in any way caused by arising from or arising, directly or indirectly, in respect out of any act, deed, matter omission or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution error of the Indemnified Parties’ dutiesWarrant Agent, or any other services provided that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties Warrant Agent in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “"Indemnified Parties”") from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ ' duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, willful misconduct, bad faith, willful misconduct faith or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of themWarrant Agent, whether at law groundless or in equityotherwise, in any way caused by arising from or arising, directly or indirectly, in respect out of any act, deed, matter omission or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution error of the Indemnified Parties’ dutiesWarrant Agent, or any other services provided that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties Warrant Agent in the event of the gross negligence, wilful misconduct, bad faith, willful misconduct faith or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and; (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages; and (g) In the event that any of the funds provided to the Warrant Agent hereunder are received by it in the form of an uncertified cheque or bank draft, the Warrant Agent shall be entitled to delay the time for release of such funds until such uncertified cheque has cleared the financial institution upon which the same is drawn.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agentwarrant agents, it is expressly declared and agreed as follows: (a1) the The Warrant Agent shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture indenture or in the Warrant Certificates Warrants (except the representation contained in Section 9.9 section 8.9 or in the Authentication certificate of the Warrant Agent on the Warrant CertificatesWarrants) or be required to verify the same, but same and all such statements of fact or recitals are and shall be deemed to be made by the Corporation;Company (except the representation contained in section 8.9 or in the certificate of the Warrant Agent on the Warrants). (b2) nothing Nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture indenture or any instrument ancillary or supplemental hereto;. (c3) the The Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;. (d4) the The Warrant Agent shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its the covenants or warranties herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;Company. (e5) Without limiting any protection or indemnity of the Corporation Warrant Agent under any other provision hereof, or otherwise at law, the Company hereby indemnifies and agrees to indemnify and hold harmless the Warrant AgentAgent and its directors, its affiliates, their officers, directors, employees, agents, successors agents and assigns (the “Indemnified Parties”) employees from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal or advisor fees and disbursements disbursements, of whatever kind and nature which may at any time be imposed on or on, incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that the performance of its liability hereunder shall be absolute duties and unconditional regardless of the correctness of any representations of any third parties obligations hereunder, other than such liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event disbursements arising by reason of the gross negligence, bad faith, willful fraud or wilful misconduct or fraud of the Warrant Agent or any Indemnified Party, and this Agent. This provision shall survive the resignation or removal of the Warrant Agent Agent, or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claimindenture. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the The Warrant Agent shall not be liable under any circumstances whatsoever for obligation to prosecute or defend any (a) breach by any other party action or suit in respect of securities law this indenture which, in the opinion of its counsel, may involve it in expense or other rule of any securities regulatory authorityliability, (b) lost profits unless the Company shall, so often as required, furnish the Warrant Agent with satisfactory indemnity and funding against such expense or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damagesliability.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that the Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, wilful misconduct, bad faith, willful misconduct faith or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and; (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) 12 months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (ai) breach by any other party of securities law or other rule of any securities regulatory authority, (bii) lost profits or (ciii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. Notwithstanding any other provision hereof, this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (g) in the event that any of the funds provided to the Warrant Agent hereunder are received by it in the form of an uncertified cheque or bank draft, the Warrant Agent shall be entitled to delay the time for release of such funds until such uncertified cheque has cleared the financial institution upon which the same is drawn.

Protection of Warrant Agent. ‌ By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a1) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the CorporationCompany; (b2) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c3) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d4) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the CorporationCompany; (e5) the Corporation Company hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation Company agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation Company shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, wilful misconduct, bad faith, willful misconduct faith or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f6) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation Company to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any any: (a) breach by any other party of securities law or other rule of any securities regulatory authority, ; (b) lost profits profits; or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. (1) By way of supplement to the provisions of any law for the time being relating to the Warrant AgentAgents, it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture Agreement or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates11.1) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture Agreement or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person Person or persons Persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent or any Indemnified Party, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this IndentureAgreement, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture Agreement in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this IndentureAgreement, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (ai) breach by any other party of securities law or other rule of any securities regulatory authority, ; (bii) lost profits profits; or (ciii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages; (e) the Warrant Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, bad faith or willful misconduct; (f) in the event that any of the funds provided to the Warrant Agent hereunder are received by it in the form of an uncertified cheque or bank draft, the Warrant Agent shall be entitled to delay the time for release of such funds until such uncertified cheque has cleared the financial institution upon which the same is drawn; and (g) the forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agentwarrant agents, it is expressly declared and agreed as follows: (a1) the The Warrant Agent shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Warrants (except the representation contained in Section 9.9 8.9 or in the Authentication of the Warrant Agent on the Warrant CertificatesWarrants) or be required to verify the same, but same and all such statements of fact or recitals are and shall be deemed to be made by the Corporation;Company. (b2) nothing Nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;. (c3) the The Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;. (d4) the The Warrant Agent shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its the covenants or warranties herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;Company. (e5) Without limiting any protection or indemnity of the Corporation Warrant Agent under any other provision hereof, or otherwise at law, the Company hereby indemnifies and agrees to indemnify and hold harmless the Warrant Agent, Agent and its affiliates, their directors, officers, directors, agents and employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, proceedings, charges, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal or advisor fees and disbursements on a solicitor and client basis, of whatever kind and nature which may at any time be imposed on or on, incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arisingarising from the performance of its duties hereunder, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation Company agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation Company shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful fraud or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and. (f6) notwithstanding Notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation Company to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim; provided that this limitation shall not apply in respect of any gross negligence, fraud or wilful misconduct of the Warrant Agent. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. (7) If any of the funds provided to the Warrant Agent hereunder are received by it in the form of an uncertified cheque or bank draft, the Warrant Agent shall delay the release of such funds and the related Warrant Shares until such uncertified cheque has cleared the financial institution upon which the same is drawn. (8) The forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque. (9) The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgement, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline. Further, should the Warrant Agent, in its sole judgement, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on 10 days’ written notice to the Company provided: (i) that the Warrant Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Warrant Agent’s satisfaction within such 10-day period, then such resignation shall not be effective.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the from time being to time relating to the Warrant Agenttrustees, it is expressly declared and agreed as follows: (a1) the The Warrant Agent shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Warrants (except the representation contained in Section 9.9 section 8.9 or in the Authentication certificate of the Warrant Agent on the Warrant CertificatesWarrants) or be required to verify the same, but same and all such statements of fact or recitals are and shall be deemed to be made by the Corporation;Company (except the representation contained in section 8.9 or in the certificate of the Warrant Agent on the Warrants). (b2) nothing Nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;. (c3) the The Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;. (d4) the The Warrant Agent shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its the covenants or warranties herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;Company. (e5) Without limiting any protection or indemnity of the Corporation Warrant Agent under any other provision hereof, or otherwise at law, the Company hereby indemnifies and agrees to indemnify and hold harmless the Warrant AgentAgent and its directors, its affiliates, their officers, directors, employees, agents, successors agents and assigns (the “Indemnified Parties”) employees from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal or advisor fees and disbursements disbursements, of whatever kind and nature which that may at any time be imposed on or on, incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that the performance of its liability hereunder shall be absolute duties and unconditional regardless of the correctness of any representations of any third parties obligations hereunder, other than such liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event disbursements arising by reason of the gross negligence, bad faith, willful fraud or wilful misconduct or fraud of the Warrant Agent or any Indemnified Party, and this Agent. This provision shall survive the resignation or removal of the Warrant Agent Agent, or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the The Warrant Agent shall not be liable under any circumstances whatsoever for obligation to prosecute or defend any (a) breach by any other party action or suit in respect of securities law this Indenture which, in the opinion of its counsel, may involve it in expense or other rule of any securities regulatory authorityliability, (b) lost profits unless the Company shall, so often as required, furnish the Warrant Agent with satisfactory indemnity and funding against such expense or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damagesliability.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication certificate of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;; and (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their current and former officers, directors, employeesemployees , agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of themWarrant Agent, whether at law groundless or in equityotherwise, in any way caused by arising from or arising, directly or indirectly, in respect out of any act, deed, matter omission or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution error of the Indemnified Parties’ dutiesWarrant Agent, or any other services provided that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties Warrant Agent in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and. (f) notwithstanding Notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any any: (a) breach by any other party of securities law or other rule of any securities regulatory authority, ; (b) lost profits profits; or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, it is expressly declared and agreed as followswarrant agents: (a) the Warrant Agent shall will not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates Certificate (except the representation contained in Section 9.9 or in 11.9 and by virtue of the Authentication countersignature of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall will be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall will not be bound to give notice to any person or persons of the execution hereofof this Indenture; (dc) the Warrant Agent shall will not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein obligation contained in this Indenture or of any acts of any the directors, officers, employees, employees or agents or servants of the Corporation; (d) the Warrant Agent is not at any time under any duty or responsibility to a Warrantholder to determine whether any facts exist which require any adjustment contemplated by Article 5, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same; (e) the Corporation hereby indemnifies and agrees Warrant Agent is not accountable with respect to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns validity or value (or the “Indemnified Parties”kind or amount) from and against of any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature shares or other securities or property which may at any time be imposed on issued or incurred by or asserted against delivered upon the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution exercise of the Indemnified Parties’ duties, or rights attaching to any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent or any Indemnified Party, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; andWarrant; (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result Agent is not responsible for any failure of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to make any cash payment or any failure of the Corporation to issue or deliver Warrant Shares or certificates for the same upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants contained in Article 7; (g) the Warrant Agent under this Indenture in will retain the twelve (12) months immediately prior right not to act and will not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision terms of this Indenture, and whether such losses documentation must not require the exercise of any discretion or damages are foreseeable independent judgment; (h) the Warrant Agent is not a party to, nor it is bound by, any provisions which may be evidenced by, or unforeseeablearise out of, any agreement other than as therein set forth under the express provisions of this Agreement; and (i) the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule required to take notice of any securities regulatory authoritydefault or to take any action with respect to such default involving any expense or liability, (b) lost profits unless notice in writing of such default is formally given to The Manager, Corporate Trust Department, of the Warrant Agent, and unless it is indemnified and funded, in a manner satisfactory to it, against such expense or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damagesliability.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, warrant agents it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication certificate of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;; and (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of themWarrant Agent, whether at law groundless or in equityotherwise, in any way caused by arising from or arising, directly or indirectly, in respect out of any act, deed, matter omission or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution error of the Indemnified Parties’ dutiesWarrant Agent, or any other services provided that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties Warrant Agent in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and. (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. (g) in the event that any of the funds provided to the Warrant Agent hereunder are received by it in the form of an uncertified cheque or bank draft, the Warrant Agent shall be entitled to delay the time for release of such funds and the Common Shares to which it relates until such uncertified cheque has cleared the financial institution upon which the same is drawn. (h) the forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque.

Protection of Warrant Agent. (1) By way of supplement to the provisions of any law for the time being relating to the Warrant Agentwarrant agents, it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture Agreement or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates11.1) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture Agreement or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person Person or persons Persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent or any Indemnified Party, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this IndentureAgreement, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture Agreement in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this IndentureAgreement, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (ai) breach by any other party of securities law or other rule of any securities regulatory authority, ; (bii) lost profits profits; or (ciii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages; (e) the Warrant Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, fraud, bad faith or willful misconduct; (f) in the event that any of the funds provided to the Warrant Agent hereunder are received by it in the form of an uncertified cheque or bank draft, the Warrant Agent shall be entitled to delay the time for release of such funds until such uncertified cheque has cleared the financial institution upon which the same is drawn; and (g) the forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (in this section the “Indemnified Parties”) from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, whether groundless or any of themotherwise, whether at law arising from or in equity, in any way caused by or arising, directly or indirectly, in respect out of any act, deed, matter omission or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution error of the Indemnified Parties’ duties, or any other services provided that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates9.9) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent is in no way responsible for the use by the Corporation of the proceeds of the issue hereunder, nor is the Warrant Agent bound to make any inquiry or investigation as to the performance by the Corporation of the Corporation's covenants hereunder; (e) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (ef) the Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, the Warrant Agent, due to a lack of information or instructions, or otherwise in its sole judgment, acting reasonably, determines that such act is conflicting with or contrary to the terms of this Indenture or the law or regulation of any jurisdiction or any order or directive of any court, governmental agency or other regulatory body; (g) in the absence of gross negligence, wilful misconduct, bad faith or fraud on its part, the Warrant Agent will not be liable for any action taken, suffered, or omitted by it or for any mistake, in fact or law, or error of judgment made by it in performance of its duties under this Indenture; (h) without limiting any protection or indemnity of the Warrant Agent under any other provision hereof, or otherwise at law, the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their current and former officers, directors, employees, agents, successors and assigns (collectively, the “"Indemnified Parties”") from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, taxes, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, groundless or otherwise, in any way caused by or arising, directly or indirectly, in respect of, from or out of any act, deed, matter omission or thing whatsoever made, done, acquiesced error of the Warrant Agent in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indentureits duties hereunder. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and; (fi) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agentand fraud, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages; (j) the Warrant Agent shall not be under any obligation to prosecute or to defend any action or suit in respect of the relationship which, in the opinion of its Counsel, may involve it in expense or liability, unless the Corporation shall, so often as required, furnish the Warrant Agent with satisfactory indemnity and funding against such expense or liability, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; (k) the forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque; and (l) in the event that any of the funds provided to the Warrant Agent hereunder are received by it in the form of an uncertified cheque or bank draft, the Warrant Agent shall be entitled to delay the time for release of such funds until such uncertified cheque has cleared at the financial institution upon which the same is drawn.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “"Indemnified Parties”") from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ ' duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful fraud or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) 12 months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies will fully indemnify and agrees to hold harmless the Warrant Agent, Agent and its affiliates, their officers, directors, employees, agents, successors employees and assigns (the “Indemnified Parties”) agents harmless from and against any and all liabilities whatsoever, actions and suits whether groundless or otherwise and from and against any and all losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessmentscounsel fees, judgmentspayments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, liabilities arising directly or indirectlyindirectly out the performance of its duties and obligations under this indenture, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of except for any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful misconduct or fraud arising out of the Warrant Agent Agent’s gross negligence or any Indemnified Party, and intentional misconduct; (f) this provision indemnification shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (fg) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits (c) any action taken, suffered, or omitted by it or for any error of judgement made by the Warrant Agent in the performance of its duties under this Agreement except for gross negligence on the part of the Warrant Agent or (cd) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any applicable law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) 9.6.1 the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 9.8 or in the Authentication certificate of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) 9.6.2 nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) 9.6.3 the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) 9.6.4 the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) 9.6.5 the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their current and former officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of themWarrant Agent, whether at law groundless or in equityotherwise, in any way caused by arising from or arising, directly or indirectly, in respect out of any act, deed, matter omission or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution error of the Indemnified Parties’ dutiesWarrant Agent, or any other services provided that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties Warrant Agent in the event of the gross negligence, bad faith, negligence or willful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) 9.6.6 notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) 12 months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authoritySecurities Laws, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, wilful misconduct, bad faith, willful misconduct faith or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;; and (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding . Notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, warrant agents it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates9.8) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;; and (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their current and former officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of themWarrant Agent, whether at law groundless or in equityotherwise, in any way caused by arising from or arising, directly or indirectly, in respect out of any act, deed, matter omission or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution error of the Indemnified Parties’ dutiesWarrant Agent, or any other services provided that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties Warrant Agent in the event of the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and. (f) notwithstanding Notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agentand fraud, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. (g) The forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that the Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) 12 months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. (g) the Warrant Agent shall not be liable for any error in good judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, bad faith or willful misconduct.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agentwarrant agents, it is expressly declared and agreed as follows: (a1) the The Warrant Agent shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Warrants (except the representation contained in Section section 9.9 or in the Authentication certificate of the Warrant Agent on the Warrant CertificatesWarrants) or be required to verify the same, but same and all such statements of fact or recitals are and shall be deemed to be made by the Corporation;Company (except the representation contained in section 9.9 or in the certificate of the Warrant Agent on the Warrants). (b2) nothing Nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;. (c3) the The Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;. (d4) the The Warrant Agent shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its the covenants or warranties herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;Company. (e5) Without limiting any protection or indemnity of the Corporation Warrant Agent under any other provision hereof, or otherwise at law, the Company hereby indemnifies and agrees to indemnify and hold harmless the Warrant Agent, its affiliatesaffiliates and their directors, their officers, directors, employees, agents, successors agents and assigns (the “Indemnified Parties”) employees from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal or advisor fees and disbursements disbursements, of whatever kind and nature which may at any time be imposed on or on, incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that the performance of its liability hereunder shall be absolute duties and unconditional regardless of the correctness of any representations of any third parties obligations hereunder, other than such liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event disbursements arising by reason of the gross negligence, wilful misconduct, bad faith, willful misconduct faith or fraud of the Warrant Agent or any Indemnified Party, and this Agent. This provision shall survive the resignation or removal of the Warrant Agent Agent, or the termination or discharge of this Indenture; and. The Warrant Agent shall not be under any obligation to prosecute or defend any action or suit in respect of this Indenture which, in the opinion of its counsel, may involve it in expense or liability, unless the Company shall, so often as required, furnish the Warrant Agent with satisfactory indemnity and funding against such expense or liability. (f6) notwithstanding If any of the foregoing funds provided to the Warrant Agent hereunder are received by it in the form of an uncertified cheque or bank draft, the Warrant Agent shall delay the release of such funds and the related Warrant Shares until such uncertified cheque has cleared the financial institution upon which the same is drawn. (7) The forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque. (8) The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgement, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Warrant Agent, in its sole judgement, determine at any time that its acting under this Warrant Indenture has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days’ written notice to the Company provided: (i) that the Warrant Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Warrant Agent’s satisfaction within such 10-day period, then such resignation shall not be effective. (9) The Warrant Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, bad faith, willful misconduct or fraud. (10) Notwithstanding the foregoing, or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation Company to the Warrant Agent under this Indenture in the twelve (12) 24 months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law Securities Laws or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losseslosses (other than loss of profits), damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve twenty-four (1224) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the CorporationCompany; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the CorporationCompany; (e) the Corporation Company hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (collectively, the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation Company shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, wilful misconduct, bad faith, willful misconduct faith or fraud of the Warrant Agent or any Indemnified PartyParties, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation Company to the Warrant Agent under this Indenture in the twelve (12) 24 months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the CorporationCompany; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the CorporationCompany; (e) the Corporation Company hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation Company agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation Company shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and; (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agentand fraud, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation Company to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages; and (g) the forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Warrant Agent is in no way responsible for the use by the Corporation of the proceeds of the issue hereunder; (f) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (fg) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve twenty-four (1224) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any any (a) breach by any other party of securities law or other rule of any securities regulatory authority, , (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, trustees it is expressly declared and agreed as follows: (a) 9.6.1 the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 9.8 or in the Authentication certificate of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) 9.6.2 nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) 9.6.3 the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) 9.6.4 subject to subsection 9.1.1, the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its the covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;; and (e) 9.6.5 the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, Agent and its affiliates, their officers, directors, employees, agents, successors employees and assigns (the “Indemnified Parties”) agents from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or on, incurred by or asserted against the Indemnified Parties, or any of themWarrant Agent, whether at law groundless or in equityotherwise, in any way caused by arising from or arising, directly or indirectly, in respect out of any act, deed, matter omission or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution error of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide made in connection with or good faith in any way relating to this Indenture. The Corporation agrees the conduct of its duties hereunder, provided that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties Warrant Agent in the event of the gross negligence, bad faith, willful misconduct or fraud bad faith of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damagesAgreement.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agentwarrant agents, it is expressly declared and agreed as follows: (a1) the The Warrant Agent shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Warrants (except the representation contained in Section 9.9 2.4(3), Section 8.9 or in the Authentication certificate of the Warrant Agent on the Warrant CertificatesWarrants) or be required to verify the same, but same and all such statements of fact or recitals are and shall be deemed to be made by the Corporation;Company (except the representation contained in Section 2.4(3), Section 8.9 or in the certificate of the Warrant Agent on the Warrants). (b2) nothing Nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;. (c3) the The Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;. (d4) the The Warrant Agent shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its the covenants or warranties herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;Company. (e5) Without limiting any protection or indemnity of the Corporation Warrant Agent under any other provision hereof, or otherwise at law, the Company hereby indemnifies and agrees to indemnify and hold harmless the Warrant AgentAgent and its directors, its affiliates, their officers, directors, employees, agents, successors agents and assigns (the “Indemnified Parties”) employees from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal or advisor fees and disbursements disbursements, of whatever kind and nature which may at any time be imposed on or on, incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide and its directors, officers, agents and employees in connection with or in any way relating to this Indenture. The Corporation agrees that the performance of its liability hereunder shall be absolute duties and unconditional regardless of the correctness of any representations of any third parties obligations hereunder, other than such liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event disbursements arising by reason of the gross negligence, bad faith, willful fraud or wilful misconduct or fraud of the Warrant Agent or any Indemnified Party, and this Agent. This provision shall survive the resignation or removal of the Warrant Agent Agent, or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the The Warrant Agent shall not be liable under any circumstances whatsoever for obligation to prosecute or defend any (a) breach by any other party action or suit in respect of securities law this Indenture which, in the opinion of its counsel, may involve it in expense or other rule of any securities regulatory authorityliability, (b) lost profits unless the Company shall, so often as required, furnish the Warrant Agent with satisfactory indemnity and funding against such expense or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damagesliability.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent the Indemnified Parties may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) (notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, warrant agents it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates9.9) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their current and former officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoeverliabilities, losseslosses (other than loss of profits), damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of themWarrant Agent, whether at law groundless or in equityotherwise, in any way caused by arising from or arising, directly or indirectly, in respect out of any act, deed, matter omission or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution error of the Indemnified Parties’ dutiesWarrant Agent, or any other services provided that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties Warrant Agent in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and; (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agentand fraud, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages; and (g) the forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque.

Protection of Warrant Agent. (1) By way of supplement to the provisions of any law for the time being relating to the Warrant AgentAgents, it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture Agreement or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates11.1) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture Agreement or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person Person or persons Persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent or any Indemnified Party, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this IndentureAgreement, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture Agreement in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this IndentureAgreement, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (ai) breach by any other party of securities law or other rule of any securities regulatory authority, ; (bii) lost profits profits; or (ciii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages; (e) the Warrant Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, bad faith, willful misconduct or fraud; (f) in the event that any of the funds provided to the Warrant Agent hereunder are received by it in the form of an uncertified cheque or bank draft, the Warrant Agent shall be entitled to delay the time for release of such funds until such uncertified cheque has cleared the financial institution upon which the same is drawn; and (g) the forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that the Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) 12 months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (ai) breach by any other party of securities law or other rule of any securities regulatory authority, (bii) lost profits or (ciii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. Notwithstanding any other provision hereof, this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the CorporationCompany; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the CorporationCompany; (e) the Corporation Company hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “"Indemnified Parties”") from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ ' duties, or any other services that the Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation Company agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation Company shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation Company to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication certificate of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their its current and former officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of themWarrant Agent, whether at law groundless or in equityotherwise, in any way caused by arising from or arising, directly or indirectly, in respect out of any act, deed, matter omission or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution error of the Indemnified Parties’ dutiesWarrant Agent, or any other services provided that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties Warrant Agent in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and; (f) notwithstanding Notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) 12 months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant AgentAgents, it is expressly declared and agreed as followsthat: (a) the Warrant Agent shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in 7.8 and by virtue of the Authentication countersignature of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such representations, statements or recitals are and shall be deemed to be made by the CorporationCompany; (b) nothing herein contained shall impose any obligation on the Warrant Agent shall not be obligated to see to or to require evidence of the registration or (a filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its covenants obligation herein contained or of any acts of any the directors, officers, employees, employees or agents or servants of the CorporationCompany; (e) the Corporation hereby indemnifies Company shall indemnify and agrees to hold harmless the Warrant Agent, Agent and its affiliates, their officers, directors, employees, agents, successors directors and assigns (the “Indemnified Parties”) officers from and against any and all liabilities whatsoeverliabilities, losses, damages, penaltiescosts, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature actions or demands whatsoever which may at any time be imposed on or incurred by or asserted brought against the Indemnified Parties, Warrant Agent or any which it may suffer or incur as a result of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution arising out of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that performance of its liability hereunder shall be absolute duties and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of obligations under this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties save only in the event of the gross negligencenegligent action, bad faiththe negligent failure to act, willful or the wilful misconduct or fraud bad faith of the Warrant Agent or any Indemnified Party, Agent. It is understood and agreed that this provision indemnification shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this IndentureIndenture or the resignation of the Warrant Agent; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule the terms hereof nor shall the Warrant Agent be required to take notice of any securities regulatory authoritydefault of the Company hereunder unless and until notified in writing of the default (which notice must specify the nature of the default) and, (b) lost profits or (c) specialin the absence of that notice, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damagesthe Warrant Agent may for all purposes hereunder conclusively assume that no default by the Company hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Warrant Agent hereunder as to whether any action is required to be taken in respect of any default hereunder.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to Warrant Agents and applicable to the Warrant Agent, it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements statement of fact or recitals recital in this Indenture or in the Warrant Certificates Warrants (except the representation contained in Section 9.9 or in the Authentication countersignature of the Warrant Agent on the Warrant Certificatesthereon) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall will impose any obligation on the Warrant Agent any obligation to see to to, or to require evidence of of, the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental supplementary hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its the representations, warranties or covenants herein contained or of any acts of any directors, officers, employees, the agents or servants employees of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, in its affiliatespersonal or any other capacity, their may buy, lend upon and deal in shares in the capital of the Corporation and in the Warrants and generally may contract and enter into financial transactions with the Corporation or any related corporation without being liable to account for any profit made thereby; and (f) the Warrant Agent and its directors, officers, directors, employees, agents, successors agents and assigns (employees will at all times be indemnified and saved harmless by the “Indemnified Parties”) Corporation from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, losses, actions, suits, proceedingscauses of actions, costs, charges, assessmentsexpenses, judgmentsdamages and liabilities whatsoever arising in connection with this Indenture, expenses and disbursementsincluding, including reasonable without limitation, those arising out of or related to actions taken or omitted to be taken by the Warrant Agent contemplated hereby, legal fees and disbursements on a solicitor and client basis, and costs and expenses incurred in connection with the enforcement of whatever kind and nature this indemnity, which the Warrant Agent may at any time be imposed on suffer or incurred by or asserted against the Indemnified Parties, or any of themincur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that its duties as Warrant Agent may provide and including any deed, matter or thing in connection with relation to the execution of its duties as Warrant Agent and including any deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this section do not apply to the extent that in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful misconduct or fraud of circumstances there has been a failure by the Warrant Agent or any Indemnified Party, its employees or agents to act honestly and this provision shall survive the resignation in good faith or removal of where the Warrant Agent or its employees or agents have acted with gross negligence or in willful disregard to the Warrant Agent’s obligations hereunder. It is understood and agreed that this indemnification shall survive the termination or discharge of this Indenture; and (f) notwithstanding indenture or the foregoing or any other provision of this Indenture, any liability resignation of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct ; (g) if any action or fraud of proceeding shall be brought or any claim shall be asserted against the Warrant Agent, in respect of which the Warrant Agent may claim indemnification pursuant to this Section 8.6, the Warrant Agent will promptly notify the Corporation in writing of such action, proceeding or claim (including in such written notice any facts relating to such action or proceeding then known to the Warrant Agent) and the Corporation may, but shall not be limitedobligated to, in assume the aggregatedefense thereof, employing counsel reasonably satisfactory to it. The Warrant Agent will have the right to retain other counsel, at the Warrant Agent’s expense, to act on the amount of annual retainer fees paid Warrant Agent’s behalf, provided that if the Warrant Agent is advised in writing by the Corporation Counsel to the Warrant Agent under this Indenture in that a conflict of interest exists that makes representation by Counsel chosen by the twelve (12) months immediately prior to Corporation not advisable, the reasonable fees and expenses of such other Counsel will be paid by the Corporation. Notwithstanding anything contained herein, neither the Warrant Agent receiving nor the first notice Corporation will settle any action, proceeding or claim in respect of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, which indemnity may be sought by the Warrant Agent shall hereunder, without the prior consent of the other, such consent not to be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damagesunreasonably withheld.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (collectively, the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyParties, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve twenty four (1224) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, warrant agents it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates9.9) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their current and former officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoeverliabilities, losseslosses (other than loss of profits), damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of themWarrant Agent, whether at law groundless or in equityotherwise, in any way caused by arising from or arising, directly or indirectly, in respect out of any act, deed, matter omission or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution error of the Indemnified Parties’ dutiesWarrant Agent, or any other services provided that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties Warrant Agent in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and; (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agentand fraud, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (ai) breach by any other party of securities law or other rule of any securities regulatory authority, (bii) lost profits or (ciii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages; and (g) the forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque.

Protection of Warrant Agent. ‌ By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture; (b) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 9.10 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the CorporationCorporation only; (bc) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (cd) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (de) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (ef) the Warrant Agent is in no way responsible for the use by the Corporation of the proceeds of the issue hereunder; (g) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; (h) the Warrant Agent shall not be under any obligation to prosecute or to defend any action or suit in respect of the relationship which, in the opinion of Counsel, may involve it in expense or liability, unless the Corporation shall, so often as required, furnish the Warrant Agent with satisfactory indemnity and funding against such expense or liability; and (fi) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the in connection with its own gross negligence, willful misconduct, bad faith, willful misconduct or fraud of the Warrant Agentfaith and fraud, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve twenty-four (1224) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.damages.‌

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (ai) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication certificate of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (bii) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (ciii) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (div) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;; and (ev) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their current and former officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of themWarrant Agent, whether at law groundless or in equityotherwise, in any way caused by arising from or arising, directly or indirectly, in respect out of any act, deed, matter omission or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution error of the Indemnified Parties’ dutiesWarrant Agent, or any other services provided that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties Warrant Agent in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and. (fvi) notwithstanding Notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any any: (a) breach by any other party of securities law or other rule of any securities regulatory authority, Applicable Securities Laws; (b) lost profits profits; or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.twelve

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication certificate of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their current and former officers, directors, employeesemployees , agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that the Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture. The Warrant Agent shall not be under any obligation to prosecute or defend any action or suit in respect of this Indenture which, in the opinion of its counsel, may involve it in expense or liability, unless the Company shall, so often as required, furnish the Warrant Agent with satisfactory indemnity and funding against such expense or liability; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any any: (a) breach by any other party of securities law or other rule of any securities regulatory authority, ; (b) lost profits profits; or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. (g) The forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque. (h) In the event that any of the funds provided to the Warrant Agent hereunder are received by it in the form of an uncertified cheque or bank draft, the Warrant Agent shall be entitled to delay the time for release of such funds until such uncertified cheque has cleared at the financial institution upon which the same is drawn.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, warrant agents it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates9.9) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their current and former officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of themWarrant Agent, whether at law groundless or in equityotherwise, in any way caused by arising from or arising, directly or indirectly, in respect out of any act, deed, matter omission or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution error of the Indemnified Parties’ dutiesWarrant Agent, or any other services provided that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties Warrant Agent in the event of the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and; (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agentand fraud, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages; and (g) the forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authorityRegulatory Authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent s it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication certificate of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;; and (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the fraud, gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “"Indemnified Parties”") from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ ' duties, or any other services that the Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding Notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. (g) In the event that any of the funds provided to the Warrant Agent hereunder are received by it in the form of an uncertified cheque or bank draft, the Warrant Agent shall be entitled to delay the time for release of such funds until such uncertified cheque has cleared the financial institution upon which the same is drawn. (h) The forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque. (i) The Warrant Agent shall not be liable for any error in good judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, bad faith or willful misconduct.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agentwarrant agents, it is expressly declared and agreed as follows: (a) the The Warrant Agent shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Warrants (except the representation representations contained in Section 9.9 8.8, Section 8.11 or in the Authentication certificate of the Warrant Agent on the Warrant CertificatesWarrants) or be required to verify the same, but same and all such statements of fact or recitals are and shall be deemed to be made by the Corporation;Company (except the representation contained in Section 8.8, Section 8.11 or in the certificate of the Warrant Agent on the Warrants). (b) nothing Nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;. (c) the The Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;. (d) the The Warrant Agent shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its the covenants or warranties herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;Company. (e) Without limiting any protection or indemnity of the Corporation Warrant Agent under any other provision hereof, or otherwise at law, the Company hereby indemnifies and agrees to indemnify and hold harmless the Warrant AgentAgent and its directors, its affiliates, their officers, directors, employees, agents, successors agents and assigns (the “Indemnified Parties”) employees from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal or advisor fees and disbursements disbursements, of whatever kind and nature which may at any time be imposed on or on, incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that the performance of its liability hereunder shall be absolute duties and unconditional regardless of the correctness of any representations of any third parties obligations hereunder, other than such liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event disbursements arising by reason of the gross negligence, bad faith, willful fraud or wilful misconduct or fraud of the Warrant Agent or any Indemnified Party, and this Agent. This provision shall survive the resignation or removal of the Warrant Agent Agent, or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the The Warrant Agent shall not be liable under any circumstances whatsoever for obligation to prosecute or defend any (a) breach by any other party action or suit in respect of securities law this Indenture which, in the opinion of its counsel, may involve it in expense or other rule of any securities regulatory authorityliability, (b) lost profits unless the Company shall, so often as required, furnish the Warrant Agent with satisfactory indemnity and funding against such expense or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damagesliability.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agenttrustees, it is expressly declared and agreed as follows: (a) the The Warrant Agent shall will not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates Warrants (except the representation contained in Section 9.9 sections 8.9 and 8.12 or in the Authentication certificate of the Warrant Agent on the Warrant CertificatesWarrants) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;. (b) nothing Nothing herein contained shall will impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;. (c) the The Warrant Agent shall will not be bound to give notice to any person or persons of the execution hereof;. (d) the The Warrant Agent shall will not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its the covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;Company. (e) the Corporation The Company hereby indemnifies and agrees to hold saves harmless the Warrant Agent, Agent and its affiliates, their officers, directors, employeesemployees or agents to, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoeverliabilities, losses, damages, penaltiescosts, claims, actions or demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal or adviser fees and disbursements of whatever kind and nature disbursements, whatsoever which may at any time be imposed on or incurred by or asserted brought against the Indemnified Parties, Warrant Agent or any of them, whether at law which it may suffer or in equity, in any way caused by incur as a result or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution arising out of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that performance of its liability hereunder shall be absolute duties and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of obligations under this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties save only in the event of the gross negligence, bad faith, willful misconduct negligence or fraud of the Warrant Agent and its officers, directors, employees or any Indemnified Party, agents. It is understood and agreed that this provision shall indemnification will survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; andand the removal or resignation of the Warrant Agent. (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to Should the Warrant Agent under this Indenture in the twelve (12) months immediately prior have any inquiries with respect to legending procedures on the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeableCertificates, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law entitled to seek written direction from the Company or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damagesits legal counsel which determination shall be conclusive.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person Person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) 12 months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “"Indemnified Parties”") from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the breach of this Indenture by the Warrant Agent, or the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”Parties ) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ dutiesParties duties , or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losseslosses (other than loss of profits), damages (other than contingent damages), penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent the Indemnified Parties may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding Notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. (g) The Warrant Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, bad faith or willful misconduct.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligencefraud, bad faith, willful gross negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve twenty four (1224) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agenttrustees, it is expressly declared and agreed as follows: (a1) the The Warrant Agent shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture indenture or in the Warrant Certificates New Warrants (except the representation contained in Section 9.9 section 8.9 or in the Authentication certificate of the Warrant Agent on the Warrant CertificatesNew Warrants) or be required to verify the same, but same and all such statements of fact or recitals are and shall be deemed to be made by the Corporation;Company (except the representation contained in section 8.9 or in the certificate of the Warrant Agent on the New Warrants). (b2) nothing Nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture indenture or any instrument ancillary or supplemental hereto;. (c3) the The Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;. (d4) the The Warrant Agent shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its the covenants or warranties herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;Company. (e5) Without limiting any protection or indemnity of the Corporation Warrant Agent under any other provision hereof, or otherwise at law, the Company hereby indemnifies and agrees to indemnify and hold harmless the Warrant AgentAgent and its directors, its affiliates, their officers, directors, employees, agents, successors agents and assigns (the “Indemnified Parties”) employees from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal or advisor fees and disbursements disbursements, of whatever kind and nature which may at any time be imposed on or on, incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that the performance of its liability hereunder shall be absolute duties and unconditional regardless of the correctness of any representations of any third parties obligations hereunder, other than such liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event disbursements arising by reason of the gross negligence, bad faith, willful fraud or wilful misconduct or fraud of the Warrant Agent or any Indemnified Party, and this Agent. This provision shall survive the resignation or removal of the Warrant Agent Agent, or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claimindenture. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the The Warrant Agent shall not be liable under any circumstances whatsoever for obligation to prosecute or defend any (a) breach by any other party action or suit in respect of securities law this indenture which, in the opinion of its counsel, may involve it in expense or other rule of any securities regulatory authorityliability, (b) lost profits unless the Company shall, so often as required, furnish the Warrant Agent with satisfactory indemnity and funding against such expense or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damagesliability.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, wilful misconduct, bad faith, willful misconduct faith or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the CorporationCompany; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the CorporationCompany; (e) the Corporation Company hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) Parties from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that the Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation Company agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation Company shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation Company to the Warrant Agent under this Indenture in the twelve (12) 12 months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (ai) breach by any other party of securities law or other rule of any securities regulatory authority, (bii) lost profits or (ciii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture; (b) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 9.10 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the CorporationCorporation only; (bc) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (cd) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (de) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (ef) the Warrant Agent is in no way responsible for the use by the Corporation of the proceeds of the issue hereunder; (g) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; (h) the Warrant Agent shall not be under any obligation to prosecute or to defend any action or suit in respect of the relationship which, in the opinion of Counsel, may involve it in expense or liability, unless the Corporation shall, so often as required, furnish the Warrant Agent with satisfactory indemnity and funding against such expense or liability; and (fi) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve twenty-four (1224) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, it is expressly declared and agreed as followsthat: (a) the Warrant Agent shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in 7.8 and by virtue of the Authentication countersignature of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such representations, statements or recitals are and shall be deemed to be made by the CorporationCompany; (b) nothing herein contained shall impose any obligation on the Warrant Agent shall not be obligated to see to or to require evidence of the registration or (a filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its covenants obligation herein contained or of any acts of any the directors, officers, employees, employees or agents or servants of the CorporationCompany; (e) the Corporation hereby indemnifies Company shall indemnify and agrees to hold harmless the Warrant Agent, Agent and its affiliates, their officers, directors, employees, agents, successors directors and assigns (the “Indemnified Parties”) officers from and against any and all liabilities whatsoeverliabilities, losses, damages, penaltiescosts, claims, demandsactions or demands whatsoever which may be brought against the Warrant Agent or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture, actionssave only in the event of the gross negligence or fraud of the Warrant Agent. It is understood and agreed that this indemnification shall survive the termination or discharge of this Indenture or the resignation of the Warrant Agent; (f) the Warrant Agent shall not be bound to give any notice or to do or take any act, suitsaction or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof nor shall the Warrant Agent be required to take notice of any default of the Company hereunder unless and until notified in writing of the default (which notice must specify the nature of the default) and, proceedingsin the absence of that notice, coststhe Warrant Agent may for all purposes hereunder conclusively assume that no default by the Company hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Warrant Agent hereunder as to whether any action is required to be taken in respect of any default hereunder; (g) the Warrant Agent is not at any time under any duty or responsibility to a Warrantholder to determine whether any facts exist which require any adjustment contemplated by Section 3.6 or with respect to the nature or extent of any such adjustment when made, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements or with respect to the method employed in making the same; (h) the Warrant Agent is not accountable with respect to the validity or value (or the kind or amount) of whatever kind and nature any Shares or other securities or property which may at any time be imposed on issued or incurred by or asserted against delivered upon the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution exercise of the Indemnified Parties’ duties, or rights attaching to any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent or any Indemnified Party, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this IndentureWarrant; and (fi) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice is not responsible for any failure of the claim. Notwithstanding Company to make any other provision cash payment or any failure of this Indenturethe Company to issue, transfer or deliver Shares or certificates for the same upon the exercise and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule surrender of any securities regulatory authority, (b) lost profits Warrants for the purpose of the exercise of such rights or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damagesto comply with any of the covenants contained in this Section 7.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agentwarrant agents, it is expressly declared and agreed as follows: (a1) the The Warrant Agent shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Warrants (except the representation representations contained in Section 9.9 8.8, Section 8.11 or in the Authentication certificate of the Warrant Agent on the Warrant CertificatesWarrants) or be required to verify the same, but same and all such statements of fact or recitals are and shall be deemed to be made by the Corporation;Company (except the representation contained in Section 8.8, Section 8.11 or in the certificate of the Warrant Agent on the Warrants). (b2) nothing Nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;. (c3) the The Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;. (d4) the The Warrant Agent shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its the covenants or warranties herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;Company. (e5) Without limiting any protection or indemnity of the Corporation Warrant Agent under any other provision hereof, or otherwise at law, the Company hereby indemnifies and agrees to indemnify and hold harmless the Warrant AgentAgent and its directors, its affiliates, their officers, directors, employees, agents, successors agents and assigns (the “Indemnified Parties”) employees from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal or advisor fees and disbursements disbursements, of whatever kind and nature which may at any time be imposed on or on, incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that the performance of its liability hereunder shall be absolute duties and unconditional regardless of the correctness of any representations of any third parties obligations hereunder, other than such liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event disbursements arising by reason of the gross negligence, bad faith, willful fraud or wilful misconduct or fraud of the Warrant Agent or any Indemnified Party, and this Agent. This provision shall survive the resignation or removal of the Warrant Agent Agent, or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the The Warrant Agent shall not be liable under any circumstances whatsoever for obligation to prosecute or defend any (a) breach by any other party action or suit in respect of securities law this Indenture which, in the opinion of its counsel, may involve it in expense or other rule of any securities regulatory authorityliability, (b) lost profits unless the Company shall, so often as required, furnish the Warrant Agent with satisfactory indemnity and funding against such expense or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damagesliability.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, warrant agents it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates or DRS Advice (except the representation contained in Section 9.9 or in the Authentication certificate of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;; and (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their current and former officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of themWarrant Agent, whether at law l aw or in equitye q u i t y, in any way caused by groundless or arisingotherwise, directly arising from or indirectly, in respect out of any act, deed, matter omission or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution error of the Indemnified Parties’ dutiesWarrant Agent, or any other services provided that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties Warrant Agent in the event of the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and. (f) notwithstanding Notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agentand fraud, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. (g) The Warrant Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except out of its own gross negligence, bad faith or willful misconduct. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. (h) The forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non- receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque. (i) In the event that any of the funds provided to the Warrant Agent hereunder are received by it in the form of an uncertified cheque or bank draft, the Warrant Agent shall be entitled to delay the time for release of such funds until such uncertified cheque has cleared the financial institution upon which the same is drawn.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losseslosses (other than loss of profits), damages (other than contingent damages), penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent the Indemnified Parties may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and; (f) notwithstanding the foregoing or any other provision of this Indenture, except for any liability arising out of the Warrant Agent’s own gross negligence, wilful misconduct, bad faith or fraud, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages; and (g) the Warrant Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, wilful misconduct, bad faith or fraud.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, warrant agents it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates9.8) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, bad faith or willful misconduct; (e) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;; and (ef) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their current and former officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of themWarrant Agent, whether at law groundless or in equityotherwise, in any way caused by arising from or arising, directly or indirectly, in respect out of any act, deed, matter omission or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution error of the Indemnified Parties’ dutiesWarrant Agent, or any other services provided that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties Warrant Agent in the event of the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and. (fg) notwithstanding Notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agentand fraud, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. (h) The forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and permitted assigns (in this section the “Indemnified Parties”) from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable and documented legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, whether groundless or any of themotherwise, whether at law arising from or in equity, in any way caused by or arising, directly or indirectly, in respect out of any act, deed, matter omission or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution error of the Indemnified Parties’ duties, or any other services provided that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, wilful misconduct, bad faith, willful misconduct faith or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, Agent (other than arising as a result of the for gross negligence, bad faith, willful misconduct negligence or fraud of the Warrant Agent, fraud) shall be limited, in the aggregate, to the amount of annual retainer fees paid payable by the Corporation to the Warrant Agent under this Indenture in the over a twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claimmonth period. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, warrant agents it is expressly declared and agreed as follows: (a1) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication certificate of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b2) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c3) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d4) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;; and (e5) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their current and former officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of themWarrant Agent, whether at law groundless or in equityotherwise, in any way caused by arising from or arising, directly or indirectly, in respect out of any act, deed, matter omission or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution error of the Indemnified Parties’ dutiesWarrant Agent, or any other services provided that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties Warrant Agent in the event of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding . Notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any any (a) breach by any other party of securities law or other rule of any securities regulatory authority, , (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a1) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b2) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c3) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d4) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e5) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f6) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.,

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture; (b) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 9.10 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the CorporationCorporation only; (bc) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (cd) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (de) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (ef) the Warrant Agent is in no way responsible for the use by the Corporation of the proceeds of the issue hereunder; (g) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “"Indemnified Parties”") from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ ' duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; (h) the Warrant Agent shall not be under any obligation to prosecute or to defend any action or suit in respect of the relationship which, in the opinion of Counsel, may involve it in expense or liability, unless the Corporation shall, so often as required, furnish the Warrant Agent with satisfactory indemnity and funding against such expense or liability; and (fi) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve twenty-four (1224) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. ‌ By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture; (b) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 9.10 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the CorporationCorporation only; (bc) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (cd) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (de) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (ef) the Warrant Agent is in no way responsible for the use by the Corporation of the proceeds of the issue hereunder; (g) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; (h) the Warrant Agent shall not be under any obligation to prosecute or to defend any action or suit in respect of the relationship which, in the opinion of Counsel, may involve it in expense or liability, unless the Corporation shall, so often as required, furnish the Warrant Agent with satisfactory indemnity and funding against such expense or liability; and (fi) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve twenty-four (1224) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, warrant agents it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates9.8) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;; and (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their current and former officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of themWarrant Agent, whether at law groundless or in equityotherwise, in any way caused by arising from or arising, directly or indirectly, in respect out of any act, deed, matter omission or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution error of the Indemnified Parties’ dutiesWarrant Agent, or any other services provided that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties Warrant Agent in the event of the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and. (f) notwithstanding Notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agentand fraud, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) 12 months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits profits, or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. (g) The forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agentwarrant agents, it is expressly declared and agreed as follows: (a1) the The Warrant Agent shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Warrants (except the representation contained in Section 9.9 section 8.9 or in the Authentication certificate of the Warrant Agent on the Warrant CertificatesWarrants) or be required to verify the same, but same and all such statements of fact or recitals are and shall be deemed to be made by the Corporation;Company (except the representation contained in section 8.9 or in the certificate of the Warrant Agent on the Warrants). (b2) nothing Nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;. (c3) the The Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;. (d4) the The Warrant Agent shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its the covenants or warranties herein contained or of any acts of any directorsDirectors, officers, employees, agents or servants of the Corporation;Company. (e5) Without limiting any protection or indemnity of the Corporation Warrant Agent under any other provision hereof, or otherwise at law, the Company hereby indemnifies and agrees to indemnify and hold harmless the Warrant AgentAgent and its directors, its affiliates, their officers, directors, employees, agents, successors agents and assigns (the “Indemnified Parties”) employees from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal or advisor fees and disbursements disbursements, of whatever kind and nature which may at any time be imposed on or on, incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that the performance of its liability hereunder shall be absolute duties and unconditional regardless of the correctness of any representations of any third parties obligations hereunder, other than such liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event disbursements arising by reason of the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agent or any Indemnified Party, and this Agent. This provision shall survive the resignation or removal of the Warrant Agent Agent, or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the The Warrant Agent shall not be liable under any circumstances whatsoever for obligation to prosecute or defend any (a) breach by any other party action or suit in respect of securities law this Indenture which, in the opinion of its counsel, may involve it in expense or other rule of any securities regulatory authorityliability, (b) lost profits unless the Company shall, so often as required, furnish the Warrant Agent with satisfactory indemnity and funding against such expense or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damagesliability.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that the Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful negligence or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, warrant agents it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates9.9) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, bad faith or willful misconduct; (e) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (ef) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their current and former officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of themWarrant Agent, whether at law groundless or in equityotherwise, in any way caused by arising from or arising, directly or indirectly, in respect out of any act, deed, matter omission or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution error of the Indemnified Parties’ dutiesWarrant Agent, or any other services provided that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties Warrant Agent in the event of the gross negligence, bad faith, willful wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and; (fg) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful wilful misconduct or and/or fraud of the Warrant Agent, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages; (h) the forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque; and (i) in the event that any of the funds provided to the Warrant Agent hereunder are received by it in the form of an uncertified cheque or bank draft, the Warrant Agent shall be entitled to delay the time for release of such funds until such uncertified cheque has cleared at the financial institution upon which the same is drawn.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a1) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the CorporationCompany; (b2) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c3) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d4) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the CorporationCompany; (e5) the Corporation Company hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation Company agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation Company shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, negligence or willful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f6) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation Company to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits profits, or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agentwarrant agents, it is expressly declared and agreed as follows: (a1) the The Warrant Agent shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Warrants (except the representation contained in Section 9.9 2.20(2), 8.9 or in the Authentication of the Warrant Agent on the Warrant CertificatesWarrants) or be required to verify the same, but same and all such statements of fact or recitals are and shall be deemed to be made by the Corporation;Company. (b2) nothing Nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;. (c3) the The Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;. (d4) the The Warrant Agent shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its the covenants or warranties herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;Company. (e5) Without limiting any protection or indemnity of the Corporation Warrant Agent under any other provision hereof, or otherwise at law, the Company hereby indemnifies and agrees to indemnify and hold harmless the Warrant Agent, Agent and its affiliates, their directors, officers, directors, agents and employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, proceedings, charges, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal or advisor fees and disbursements on a solicitor and client basis, of whatever kind and nature which may at any time be imposed on or on, incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arisingarising from the performance of its duties hereunder, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation Company agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation Company shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful fraud or wilful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and. (f6) notwithstanding Notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation Company to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim; provided that this limitation shall not apply in respect of any gross negligence, fraud or wilful misconduct of the Warrant Agent. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. (7) If any of the funds provided to the Warrant Agent hereunder are received by it in the form of an uncertified cheque or bank draft, the Warrant Agent shall delay the release of such funds and the related Warrant Shares until such uncertified cheque has cleared the financial institution upon which the same is drawn. (8) The forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque. (9) The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgement, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline. Further, should the Warrant Agent, in its sole judgement, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on 10 days’ written notice to the Company provided: (i) that the Warrant Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Warrant Agent’s satisfaction within such 10-day period, then such resignation shall not be effective.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to the Warrant Agentwarrant agents, it is expressly declared and agreed as follows: (a1) the The Warrant Agent shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Warrants (except the representation contained in Section 9.9 section 8.9 or in the Authentication certificate of the Warrant Agent on the Warrant CertificatesWarrants) or be required to verify the same, but same and all such statements of fact or recitals are and shall be deemed to be made by the Corporation;Company (except the representation contained in section 8.9 or in the certificate of the Warrant Agent on the Warrants). (b2) nothing Nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;. (c3) the The Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;. (d4) the The Warrant Agent shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of its the covenants or warranties herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;Company. (e5) Without limiting any protection or indemnity of the Corporation Warrant Agent under any other provision hereof, or otherwise at law, the Company hereby indemnifies and agrees to indemnify and hold harmless the Warrant AgentAgent and its directors, its affiliates, their officers, directors, employees, agents, successors agents and assigns (the “Indemnified Parties”) employees from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal or advisor fees and disbursements disbursements, of whatever kind and nature which may at any time be imposed on or on, incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that the performance of its liability hereunder shall be absolute duties and unconditional regardless of the correctness of any representations of any third parties obligations hereunder, other than such liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event disbursements arising by reason of the gross negligence, wilful misconduct, bad faith, willful misconduct faith or fraud of the Warrant Agent or any Indemnified Party, and this Agent. This provision shall survive the resignation or removal of the Warrant Agent Agent, or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing . The Warrant Agent shall not be under any obligation to prosecute or defend any other provision action or suit in respect of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, shall be limitedIndenture which, in the aggregateopinion of its counsel, to may involve it in expense or liability, unless the amount Company shall, so often as required, furnish the Warrant Agent with satisfactory indemnity and funding against such expense or liability. (6) If any of annual retainer fees paid by the Corporation funds provided to the Warrant Agent under this Indenture hereunder are received by it in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice form of the claim. Notwithstanding any other provision of this Indenture, and whether such losses an uncertified cheque or damages are foreseeable or unforeseeablebank draft, the Warrant Agent shall delay the release of such funds and the related Warrant Shares until such uncertified cheque has cleared the financial institution upon which the same is drawn. (7) The forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque. (8) The Warrant Agent shall retain the right not to act and shall not be liable under any circumstances whatsoever for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgement, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Warrant Agent, in its sole judgement, determine at any time that its acting under this Warrant Indenture has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days' written notice to the Company provided: (ai) breach by any other party that the Warrant Agent's written notice shall describe the circumstances of securities law or other rule of any securities regulatory authoritysuch non-compliance; and (ii) that if such circumstances are rectified to the Warrant Agent's satisfaction within such 10-day period, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damagesthen such resignation shall not be effective.

Protection of Warrant Agent. (1) By way of supplement to the provisions of any law for the time being relating to the Warrant Agent, Agent it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of by the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of (i) any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (e) notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (i) breach by any other party of securities law or other rule of any securities regulatory authority, (ii) lost profits or (iii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages; provided, however, that the liability of the Warrant Agent shall not be limited or excluded under this Section 9.7(1)(e) in the event of the negligence, wilful misconduct, bad faith, or fraud of the Warrant Agent; (f) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, that the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, wilful misconduct, bad faith, willful misconduct or fraud of the Warrant Agent or any Indemnified PartyAgent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Protection of Warrant Agent. (1) By way of supplement to the provisions of any law for the time being relating to the Warrant Agenttrustees or agents, it is expressly declared and agreed as followsthat: (a) the Warrant Agent shall will not be liable for or by reason of of, or required to substantiate, any statements statement of fact or recitals recital in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 10.10 or in the Authentication certificate of the Warrant Agent on the Warrant Certificates) or be required to verify the same), but all such statements or recitals are and shall will be deemed to be made by the CorporationWorldHeart; (b) nothing herein contained shall will impose any obligation on the Warrant Agent any obligation to see to to, or to require evidence of of, the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) subject to Section 10.10 the Warrant Agent shall will not be bound to give notice to any person or persons of the execution hereof; (d) the Warrant Agent shall will not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation by WorldHeart of any of its covenants obligation herein contained or of any acts act of any directorsdirector, officersofficer, employees, agents employee or servants agent of the Corporation;WorldHeart; and (e) the Corporation hereby indemnifies and agrees Warrant Agent shall not be liable or accountable for any loss or damage whatsoever to hold harmless any person caused by the performance or failure by it to perform its responsibilities under this Indenture save only to the extent that such loss or damage is attributable to the negligence, wilful misconduct or bad faith of the Warrant Agent. (2) WorldHeart indemnifies the Warrant Agent and its directors, its affiliates, their officers, directors, employees, agents, successors employees and assigns (the “Indemnified Parties”) agents and saves them harmless from and against any and all liabilities whatsoeverliabilities, losses, damages, penalties, claims, demands, actions, suits, proceedingsdamages, costs, charges, assessments, judgments, expenses costs and disbursements, actions which may be brought against or suffered by it arising out of or connected with the performance by it of its duties hereunder including reasonable any and all legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation except to the execution of the Indemnified Parties’ dutiesextent that such liabilities, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute suits, damages, costs and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties actions are attributable to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the gross negligence, bad faith, willful wilful misconduct or fraud bad faith of the Warrant Agent or any Indemnified Party, and this Agent. This provision shall survive the resignation or removal termination or discharge of the Warrant Agent or the termination or discharge of this Indenture; and (f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent, other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.