Common use of Replacement of Warrant Agent Clause in Contracts

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice (the "Court") at the Company's expense, on such notice as such justice may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent appointed under any provision of this Section 8.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada and, if required by Applicable Legislation of any province, in such province. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in the name of the predecessor or the new or successor warrant agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) 60 days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice judge of the Province of Ontario Superior Court of Justice (the "Court") at the Company's ’s expense, on such notice as such justice judge may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 section 9.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Province of Canada Ontario and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agentWarrant Agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent Warrant Agent shall not become effective until the successor warrant agent Warrant Agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent Warrant Agent an appropriate instrument transferring to such successor warrant agent Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agentWarrant Agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2section 10.1. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or to which all or substantially all of the corporate trust business is sold or any corporation succeeding to the corporate trust stock transfer business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent Warrant Agent under Section 8.8(1subsection 9.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent Warrant Agent in the name of the predecessor or the new or successor warrant agentWarrant Agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) 60 days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice (the "“Court"”) at the Company's ’s expense, on such notice as such justice may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent appointed under any provision of this Section 8.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada and, if required by Applicable Legislation of any province, in such province. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in the name of the predecessor or the new or successor warrant agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment trust and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) 60 days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice (the "Court") at the Company's ’s expense, on such notice as such justice may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent Warrant Agent appointed under any provision of this Section section 8.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Province of Canada Ontario and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agentWarrant Agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent Warrant Agent shall not become effective until the successor warrant agent Warrant Agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent Warrant Agent an appropriate instrument transferring to such successor warrant agent Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section section 9.2. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust stock transfer business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section subsection 8.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in the name of the predecessor or the new or successor warrant agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) days prior Corporation at least 45 days' notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The Warrantholders Holders by extraordinary resolution Extraordinary Resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of If the Warrant Agent resigning resigns or being is removed as aforesaid by Extraordinary Resolution or being is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunder, the Company Corporation shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the WarrantholdersHolders; failing such appointment by the CompanyCorporation, the retiring Warrant Agent or any Warrantholder Holder may apply to a justice judge of the Ontario Superior Court of Justice (the "Court") at the Company's expensea court having jurisdiction, on such notice as such justice judge may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company Corporation or by the Court shall be subject to removal as aforesaid by the WarrantholdersHolders. Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall section must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Province of Canada Ontario and, if required by Applicable Legislation the applicable warrant indenture legislation of any other province, in such that other province, and must be a corporation which is independent of the Corporation and has no material conflict of interest. On any such new appointment the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, assurances conveyance, act or deed; but there shall be immediately executed. If, for any reason, it becomes necessary or expedient to execute any further deed or assurance, the former Warrant Agent shall, at the expense of the CompanyCorporation, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring execute the same to in favour of the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2. (3) Any corporation into or with which the Warrant Agent may be merged or with which it may be consolidated or amalgamatedamalgamated or any corporation resulting from any merger, consolidation or amalgamation to which the Warrant Agent shall be a party or any corporation succeeding to the corporate trust transfer agency business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder under this Indenture without the execution of any instrument or any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1)act. (43) Any Warrants Authenticated or certified but not delivered by Upon the appointment of a predecessor new Warrant Agent may be Authenticated or certified by Agent, the new or successor warrant agent Corporation shall promptly notify the Holders thereof in the name of the predecessor or the new or successor warrant agentmanner prescribed by section 10.2 hereof.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) 60 days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice (the "Court") at the Company's ’s expense, on such notice as such justice may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent Warrant Agent appointed under any provision of this Section section 8.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Province of Canada Ontario and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agentWarrant Agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent Warrant Agent shall not become effective until the successor warrant agent Warrant Agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent Warrant Agent an appropriate instrument transferring to such successor warrant agent Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2section 9.1. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust stock transfer business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section subsection 8.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in the name of the predecessor or the new or successor warrant agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) 60 days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice (the "Court") at the Company's expense, on such notice as such justice may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent appointed under any provision of this Section section 8.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada and, if required by Applicable Legislation of any province, in such province. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section section 9.2. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in the name of the predecessor or the new or successor warrant agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) days 60 days’ prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary special resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior British Columbia Supreme Court of Justice (the "Court") at the Company's ’s expense, on such notice as such justice may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent appointed under any provision of this Section section 8.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Province of Canada British Columbia and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor new warrant agent shall not become effective until the successor new warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor new warrant agent an appropriate instrument transferring to such successor new warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor new warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section section 9.2. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust stock transfer business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section subsection 8.8(1). (4) Any Warrants Authenticated or certified Warrant Certificates countersigned but not delivered by a predecessor the Warrant Agent may be Authenticated or certified delivered by the new or successor warrant agent in the name of the predecessor Warrant Agent or the new or successor warrant agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) days prior Corporation at least 45 days’ notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The Warrantholders Subject to Section 9.11(1)(h), the Holders by extraordinary resolution Extraordinary Resolution shall have the power power, at any time time, to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of If the Warrant Agent resigning resigns or being is removed as aforesaid by Extraordinary Resolution or being is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunder, the Company Corporation shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the WarrantholdersHolders; failing such appointment by the CompanyCorporation, the retiring Warrant Agent or any Warrantholder Holder may apply to a justice judge of the Ontario Superior Court of Justice (the "Court") at the Company's expensea court having jurisdiction, on such notice as such justice judge may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company Corporation or by a court of competent jurisdiction in the Court Province of Ontario shall be subject to removal as aforesaid by the WarrantholdersHolders. Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall 11.2(1) must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada and, if required by Applicable Legislation of any province, in such provinceCanada. On any such appointment new appointment, the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurances, conveyances, acts or deeds. If, for any reason, it becomes necessary or expedient to execute any further deed or assurance, conveyance, act or deed; but there shall be immediately executedthe former Warrant Agent shall, at the expense of the CompanyCorporation, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring execute the same to in favour of the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Any corporation into which the Warrant Agent is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting from any consolidation or amalgamation to which the Warrant Agent is a party shall become the successor Warrant Agent under this Agreement, without the execution of any document or any further act. (3) Upon the appointment of a successor warrant agentnew Warrant Agent, the Company Corporation shall promptly notify the Warrantholders Holders thereof in the manner provided for in prescribed by Section 9.210.1(2) hereof. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in the name of the predecessor or the new or successor warrant agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment trust and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) 60 days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice (the "Court") at the Company's ’s expense, on such notice as such justice may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent Warrant Agent appointed under any provision of this Section section 8.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Provinces of Canada Ontario and British Columbia and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agentWarrant Agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent Warrant Agent shall not become effective until the successor warrant agent Warrant Agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent Warrant Agent an appropriate instrument transferring to such successor warrant agent Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section section 9.2. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust stock transfer business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section subsection 8.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in the name of the predecessor or the new or successor warrant agent.

Replacement of Warrant Agent. (1a) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) days prior Corporation at least 45 days' notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The Warrantholders Holders by extraordinary resolution Extraordinary Resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of If the Warrant Agent resigning resigns or being is removed as aforesaid by Extraordinary Resolution or being is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunder, the Company Corporation shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the WarrantholdersHolders; failing such appointment by the CompanyCorporation, the retiring Warrant Agent or any Warrantholder Holder may apply to a justice judge of the Ontario Superior Court of Justice (the "Court") at the Company's expensea court having jurisdiction, on such notice as such justice judge may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company Corporation or by the Court shall be subject to removal as aforesaid by the WarrantholdersHolders. Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall section must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Province of Canada Ontario and, if required by Applicable Legislation the applicable warrant indenture legislation of any other province, in such that other province, and must be a corporation which is independent of the Corporation and has no material conflict of interest. On any such new appointment the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, assurances conveyance, act or deed; but there shall be immediately executed. If, for any reason, it becomes necessary or expedient to execute any further deed or assurance, the former Warrant Agent shall, at the expense of the CompanyCorporation, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring execute the same to in favour of the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2. (3b) Any corporation into or with which the Warrant Agent may be merged or with which it may be consolidated or amalgamatedamalgamated or any corporation resulting from any merger, consolidation or amalgamation to which the Warrant Agent shall be a party or any corporation succeeding to the corporate trust transfer agency business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder under this Indenture without the execution of any instrument or any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1)act. (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in the name of the predecessor or the new or successor warrant agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company Corporation not less than sixty (60) 60 days prior notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company Corporation shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing such appointment by the CompanyCorporation, the retiring Warrant Agent or any Warrantholder may apply to a justice judge of the Province of Ontario Superior Court of Justice (the "Court") at the Company's Corporation’s expense, on such notice as such justice judge may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company Corporation or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 9.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Province of Canada Ontario and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the CompanyCorporation, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agentWarrant Agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent Warrant Agent shall not become effective until the successor warrant agent Warrant Agent shall have executed an appropriate instrument accepting such appointment and, at the request of the CompanyCorporation, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent Warrant Agent an appropriate instrument transferring to such successor warrant agent Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agentWarrant Agent, the Company Corporation shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.210.1. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or to which all or substantially all of the corporate trust business is sold or any corporation succeeding to the corporate trust stock transfer business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent Warrant Agent under Section 8.8(1subsection 9.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent Warrant Agent in the name of the predecessor or the new or successor warrant agentWarrant Agent.

Replacement of Warrant Agent. (1a) The Warrant Agent Agent (i) may resign its appointment and be discharged from all further its duties and liabilities hereunder under this Agreement at any time by giving not less than 30 days’ written notice to the Company not less than sixty (60pursuant to Section 8.02), (ii) days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power be removed at any time by the Company, for any reason, by at least 30 days’ written notice to remove the existing Warrant Agent, and (iii) may be removed immediately by the Company if: (A) the Warrant Agent and to appoint is adjudged a new warrant agentbankrupt or an insolvent; (B) a receiver or other public officer takes charge of the Warrant Agent or its property; or (C) the Warrant Agent becomes incapable of acting. In the event of the transfer agency relationship in effect between the Company and the Warrant Agent resigning terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination. (b) If the Warrant Agent resigns or being removed as aforesaid is removed, or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable if a vacancy exists in the office of acting hereunderWarrant Agent for any reason, the Company shall forthwith will promptly appoint a new warrant agent unless a new warrant agent has already been appointed by successor Warrant Agent. If the Warrantholders; failing such appointment by successor Warrant Agent does not deliver its written acceptance within 30 days after the Companyretiring Warrant Agent resigns or is removed, the retiring Warrant Agent Agent, the Company or any Warrantholder may apply to the Holders of a justice majority of the Ontario Superior Court outstanding Warrants may petition any court of Justice (the "Court") at the Company's expense, on such notice as such justice may direct, competent jurisdiction for the appointment of a new warrant agent; but any new warrant agent so appointed successor Warrant Agent. (c) Upon delivery by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent appointed under any provision of this Section 8.8 shall be a corporation authorized to carry on the business successor Warrant Agent of a written acceptance of its appointment to the retiring Warrant Agent and to the Company, (i) the retiring Warrant Agent will transfer agent or a trust company in one or more provinces of Canada and, if required all property held by Applicable Legislation of any province, in such province. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agentsuccessor Warrant Agent, provided that any (ii) the resignation or removal of the retiring Warrant Agent will become effective, and appointment of a successor warrant agent shall not become effective until (iii) the successor warrant agent shall Warrant Agent will have executed an appropriate instrument accepting such appointment andall the rights, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration powers and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers duties of the Warrant Agent hereunder and all securities, documents under this Agreement. Upon request of title and other instruments and all monies and properties held by the any successor Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agentAgent, the Company shall promptly notify will execute any and all instruments for fully and vesting in and confirming to the Warrantholders thereof in the manner provided for in Section 9.2. (3) Any corporation into or with which the successor Warrant Agent may be merged or consolidated or amalgamated, or all such rights and powers. The Company will give notice of any corporation succeeding to the corporate trust business resignation and any removal of the Warrant Agent, shall be and the transfer agent, as the case may be, and each appointment of a successor to the Warrant Agent hereunder without any further act on its part or of any of to all Holders, and include in the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in notice the name of the predecessor or successor Warrant Agent and the new or successor warrant agentaddress of its Corporate Trust Office. (d) Notwithstanding replacement of the Warrant Agent pursuant to this Section, the Company’s obligations under Section 7.02 will continue for the benefit of the retiring Warrant Agent.

Replacement of Warrant Agent. (1a) The Warrant Agent Agent (i) may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time by written notice to remove the existing Company, (ii) may be removed at any time by the Holders of a majority of the outstanding Warrants by written notice to the Warrant Agent, (iii) shall, if no longer eligible under Section 7.06, be subject to removal upon the request of any Holder to the Company (iv) may be removed by the Company if: (A) the Warrant Agent and to appoint is no longer eligible under Section 7.06; (B) the Warrant Agent is adjudged a new warrant agent. In the event bankrupt or an insolvent; (C) a receiver or other public officer takes charge of the Warrant Agent resigning or being removed as aforesaid its property; or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming (D) the Warrant Agent becomes incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice (the "Court") at the Company's expense, on such notice as such justice may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholdersacting. Any new warrant agent appointed under any provision of this Section 8.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada and, if required by Applicable Legislation of any province, in such province. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agent, provided that any A resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not Warrant Agent will become effective until only upon the successor warrant agent shall have executed an appropriate instrument accepting such Warrant Agent’s acceptance of appointment andas provided in this Section. (b) If the Warrant Agent has been removed by the Holders, at Holders of a majority of the request Warrants may appoint a successor Warrant Agent with the consent of the Company. Otherwise, if the Warrant Agent resigns or is removed, or if a vacancy exists in the office of Warrant Agent for any reason, the predecessor Company will promptly appoint a successor Warrant Agent. If the successor Warrant Agent does not deliver its written acceptance within 30 days after the retiring Warrant Agent resigns or is removed, the retiring Warrant Agent, upon payment the Company or the Holders of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers a majority of the Warrant Agent hereunder and all securities, documents outstanding Warrants may petition any court of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon competent jurisdiction for the appointment of a successor warrant agentWarrant Agent. (c) Upon delivery by the successor Warrant Agent of a written acceptance of its appointment to the retiring Warrant Agent and to the Company, (i) the retiring Warrant Agent will transfer all property held by it as Warrant Agent to the successor Warrant Agent, (ii) the resignation or removal of the retiring Warrant Agent will become effective, and (iii) the successor Warrant Agent will have all the rights, powers and duties of the Warrant Agent under the Warrant Agent. Upon request of any successor Warrant Agent, the Company shall promptly notify will execute any and all instruments for fully and vesting in and confirming to the Warrantholders thereof in the manner provided for in Section 9.2. (3) Any corporation into or with which successor Warrant Agent all such rights, powers and trusts. The Company will give notice of any resignation and any removal of the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust business and each appointment of the Warrant Agent, shall be the a successor to the Warrant Agent hereunder without any further act on its part or of any of to all Holders, and include in the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in notice the name of the predecessor or successor Warrant Agent and the new or successor warrant agentaddress of its Corporate Trust Office. (d) Notwithstanding replacement of the Warrant Agent pursuant to this Section, the Company’s obligations under Section 7.02 will continue for the benefit of the retiring Warrant Agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) days prior Corporation at least 45 days’ notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The Warrantholders Holders by extraordinary resolution Extraordinary Resolution shall have the power power, at any time time, to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of If the Warrant Agent resigning resigns or being is removed as aforesaid by Extraordinary Resolution or being is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunder, the Company Corporation shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the WarrantholdersHolders; failing such appointment by the CompanyCorporation, the retiring Warrant Agent or any Warrantholder Holder may apply to a justice judge of the Ontario Superior Court of Justice (the "Court") at the Company's expensea court having jurisdiction, on such notice as such justice judge may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company Corporation or by a court of competent jurisdiction in the Court Province of Ontario shall be subject to removal as aforesaid by the WarrantholdersHolders. Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall 11.2(1) must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces Provinces of Canada and, if required by Applicable Legislation of any province, in such provinceCanada. On any such appointment new appointment, the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, assurances conveyance, act or deed; but there shall be immediately executed. If, for any reason, it becomes necessary or expedient to execute any further deed or assurance, the former Warrant Agent shall, at the expense of the CompanyCorporation, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring execute the same to in favour of the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2. (3) Any corporation into or with which the Warrant Agent may be sold, merged or with which it may be consolidated or amalgamatedamalgamated or any corporation resulting from any merger, consolidation or amalgamation to which the Warrant Agent shall be a party or any corporation succeeding to the corporate trust or transfer agency business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder under this Agreement without the execution of any instrument or any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1)act. (43) Any Warrants Authenticated or certified but not delivered by Upon the appointment of a predecessor new Warrant Agent may be Authenticated or certified by Agent, the new or successor warrant agent Corporation shall promptly notify the Holders thereof in the name of the predecessor or the new or successor warrant agentmanner prescribed by Section 10.2 hereof.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) 60 days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice judge of the Province of Ontario Superior Court of Justice (the "Court") at the Company's ’s expense, on such notice as such justice judge may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 section 9.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Province of Canada Ontario and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agentWarrant Agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent Warrant Agent shall not become effective until the successor warrant agent Warrant Agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent Warrant Agent an appropriate instrument transferring to such successor warrant agent Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agentWarrant Agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2section 10.1. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or to which all or substantially all of the corporate trust business is sold or any corporation succeeding to the corporate trust stock transfer business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent Warrant Agent under Section 8.8(1subsection 9.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent Warrant Agent in the name of the predecessor or the new or successor warrant agentWarrant Agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment duties and obligations and be discharged from all further duties and liabilities hereunder hereunder, except as provided in this subsection, by giving to the Company Corporation and the Warrantholders not less than sixty thirty (6030) days prior days’ notice in writing or or, if a new Warrant Agent has been appointed, such shorter prior notice as the Company may accept Corporation accepts as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of . (2) If the Warrant Agent resigning so resigns or being removed as aforesaid or being is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunder, the Company shall Corporation will forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing such . (3) Failing appointment by the CompanyCorporation, the retiring Warrant Agent at the expense of the Corporation or any Warrantholder may apply to a justice court of competent jurisdiction in the Province of Ontario Superior Court of Justice (the "“Court"”) at the Company's expense, on such notice as such justice may directthe Court directs, for the appointment of a new warrant agent; but any Warrant Agent. (4) Any new warrant agent Warrant Agent so appointed by the Company Corporation or by the Court shall will be subject to removal as aforesaid by the Warrantholders. . (5) Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall section must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Province of Canada Ontario and, if required by the Applicable Legislation of any provinceLegislation, in such any other province. . (6) On any such appointment the new warrant agent shall Warrant Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; , but there shall will be immediately executed, at the expense of the CompanyCorporation, all such conveyances or other instruments as mayas, in the opinion of counselCounsel, be are necessary or advisable for the purpose of assuring the same to powers, rights, duties and responsibilities of the new warrant agentWarrant Agent, provided that that, any resignation or removal of the Warrant Agent and the appointment of a successor warrant agent shall not become effective until the successor warrant agent trustee shall have executed an appropriate instrument accepting such appointment and, at the request of the CompanyCorporation, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent trustee an appropriate instrument transferring to such successor warrant agent trustee all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (27) Upon On the appointment of a successor warrant agentnew Warrant Agent, the Company shall Corporation will promptly notify give notice thereof to the Warrantholders thereof in the manner provided for in Section 9.2Warrantholders. (3) Any 8) A corporation into or with which the Warrant Agent may be is merged or consolidated or amalgamated, or any a corporation succeeding to the corporate trust business of the Warrant Agent, shall will be the successor to the Warrant Agent hereunder without any further act on its part or on the part of any of party hereto if the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent Warrant Agent under Section 8.8(1subsection (6). (49) Any Warrants Authenticated or A Warrant Certificate certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified delivered by the new or successor warrant agent Warrant Agent in the name of the predecessor or the new Warrant Agent or successor warrant agentWarrant Agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment trust and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) 60 days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice (the "Court") at the Company's expense, on such notice as such justice may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent Warrant Agent appointed under any provision of this Section section 8.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Province of Canada Ontario and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agentWarrant Agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent Warrant Agent shall not become effective until the successor warrant agent Warrant Agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent Warrant Agent an appropriate instrument transferring to such successor warrant agent Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section section 9.2. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust stock transfer business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section subsection 8.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in the name of the predecessor or the new or successor warrant agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) days prior Corporation at least 45 days’ notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The Warrantholders Holders by extraordinary resolution Extraordinary Resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of If the Warrant Agent resigning resigns or being is removed as aforesaid by Extraordinary Resolution or being is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunder, the Company Corporation shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the WarrantholdersHolders; failing such appointment by the CompanyCorporation, the retiring Warrant Agent or any Warrantholder Holder may apply to a justice judge of the Ontario Superior Court of Justice (the "Court") at the Company's expensea court having jurisdiction, on such notice as such justice judge may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company Corporation or by the Court shall be subject to removal as aforesaid by the WarrantholdersHolders. Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Province of Canada Ontario and, if required by Applicable Legislation the applicable warrant indenture legislation of any other province, in such that other province, and must be a corporation which is independent of the Corporation and has no material conflict of interest. On any such new appointment the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, assurances conveyance, act or deed; but there shall be immediately executed. If, for any reason, it becomes necessary or expedient to execute any further deed or assurance, the former Warrant Agent shall, at the expense of the CompanyCorporation, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring execute the same to in favour of the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2. (3) Any corporation into or with which the Warrant Agent may be merged or with which it may be consolidated or amalgamatedamalgamated or any corporation resulting from any merger, consolidation or amalgamation to which the Warrant Agent shall be a party or any corporation succeeding to the corporate trust business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder under this Indenture without the execution of any instrument or any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1)act. (43) Any Warrants Authenticated or certified but not delivered by Upon the appointment of a predecessor new Warrant Agent may be Authenticated or certified by Agent, the new or successor warrant agent Corporation shall promptly notify the Holders thereof in the name of the predecessor or the new or successor warrant agentmanner prescribed by Section 10.2 hereof.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) days prior Corporation at least 45 days’ notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The Warrantholders Holders by extraordinary resolution Extraordinary Resolution shall have the power power, at any time time, to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of If the Warrant Agent resigning resigns or being is removed as aforesaid by Extraordinary Resolution or being is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunder, the Company Corporation shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the WarrantholdersHolders; failing such appointment by the CompanyCorporation, the retiring Warrant Agent or any Warrantholder Holder may apply to a justice judge of the Ontario Superior Court of Justice (the "Court") at the Company's expensea court having jurisdiction, on such notice as such justice judge may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company Corporation or by a court of competent jurisdiction in the Court Province of Ontario shall be subject to removal as aforesaid by the WarrantholdersHolders. Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall 11.2(1) must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Province of Canada Ontario and, if required by Applicable Legislation of any province, in such province. On any such appointment new appointment, the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, assurances conveyance, act or deed; but there shall be immediately executed. If, for any reason, it becomes necessary or expedient to execute any further deed or assurance, the former Warrant Agent shall, at the expense of the CompanyCorporation, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring execute the same to in favour of the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2. (3) Any corporation into or with which the Warrant Agent may be merged or with which it may be consolidated or amalgamatedamalgamated or any corporation resulting from any merger, consolidation or amalgamation to which the Warrant Agent shall be a party or any corporation succeeding to the corporate trust transfer agency business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder under this Agreement without the execution of any instrument or any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1)act. (43) Any Warrants Authenticated or certified but not delivered by Upon the appointment of a predecessor new Warrant Agent may be Authenticated or certified by Agent, the new or successor warrant agent Corporation shall promptly notify the Holders thereof in the name of the predecessor or the new or successor warrant agentmanner prescribed by Section 10.2 hereof.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) 60 days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior British Columbia Supreme Court of Justice (the "Court") at the Company's ’s expense, on such notice as such justice may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent Warrant Agent appointed under any provision of this Section section 8.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Province of Canada British Columbia and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agentWarrant Agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent Warrant Agent shall not become effective until the successor warrant agent Warrant Agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent Warrant Agent an appropriate instrument transferring to such successor warrant agent Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section section 9.2. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust stock transfer business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section subsection 8.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in the name of the predecessor or the new or successor warrant agent.

Replacement of Warrant Agent. (1) 8.7.1 The Warrant Agent may resign its appointment agency and be discharged from all further duties and liabilities hereunder by giving to the Company and the Warrantholders not less than sixty (60) days prior 30 days’ notice in writing or or, if a new Warrant Agent has been appointed, such shorter prior notice as the Company may accept accepts as sufficient. . 8.7.2 The Warrantholders by extraordinary resolution shall have the power Extraordinary Resolution may at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of Warrant Agent. 8.7.3 If the Warrant Agent resigning so resigns or being is so removed as aforesaid or being is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunder, the Company shall will forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing such . 8.7.4 Failing appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to the a justice court of the competent jurisdiction in Ontario Superior Court of Justice (the "Court") at the Company's expense, on such notice as such justice may direct, for the appointment of a new warrant agent; but any Warrant Agent. 8.7.5 Any new warrant agent Warrant Agent so appointed by the Company or by the Court shall will be subject to removal as aforesaid by Extraordinary Resolution of the Warrantholders. . 8.7.6 Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall section must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada and, if required by Applicable Legislation of any province, the Qualifying Jurisdictions in such province. Canada. 8.7.7 On any such appointment appointment, the new warrant agent shall Warrant Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; , but there shall will be immediately executed, at the expense of the Company, all such conveyances or other instruments as mayas, in the opinion of counsel, be are necessary or advisable for the purpose of assuring the same powers, rights, duties and responsibilities to the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon 8.7.8 On the appointment of a successor warrant agentnew Warrant Agent, the Company shall will promptly notify give notice thereof to the Warrantholders thereof in the manner provided for in Section 9.2Warrantholders. (3) Any 8.7.9 A corporation into or with which the Warrant Agent may be is merged or consolidated or amalgamated, or any a corporation succeeding to the corporate trust business of the Warrant Agent, shall will be the successor to the Warrant Agent hereunder without any further act on its part or on the part of any of party hereto if the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent Warrant Agent under Section 8.8(1)8.7.6. (4) Any Warrants Authenticated or 8.7.10 A Warrant Certificate certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified delivered by the new or successor warrant agent Warrant Agent in the name of the predecessor or the new Warrant Agent or successor warrant agentWarrant Agent.

Replacement of Warrant Agent. (1a) The Warrant Agent may resign its appointment trust and be discharged from all further duties and liabilities hereunder under this Indenture, by giving to the Company Corporation and the Warrantholders not less than sixty (60) days prior 60 days’ notice in writing or or, if a new Warrant Agent has been appointed, such shorter prior notice as the Company may accept Corporation accepts as sufficient. . (b) The Warrantholders by extraordinary resolution shall have the power Special Resolution may at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of Warrant Agent. (c) If the Warrant Agent resigning or being removed as aforesaid or being resigns, is removed, is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunderunder this Indenture, the Company shall Corporation will forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing such . (d) Failing appointment by the CompanyCorporation, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Supreme Court of Justice (the "Court") at the Company's expenseBritish Columbia, on such notice as such justice may directthe Court directs, for the appointment of a new warrant agent; but any Warrant Agent. (e) Any new warrant agent Warrant Agent so appointed by the Company Corporation or by the Court shall will be subject to removal as aforesaid by the Warrantholders. . (f) Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall 11.8 must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada British Columbia and, if required by the Applicable Legislation of any provinceLegislation, in such any other applicable province. . (g) On any such appointment the new warrant agent shall Warrant Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein in this Indenture as Warrant Agent without any further assurance, conveyance, act or deed; , but there shall will be immediately executed, at the expense of the CompanyCorporation, all such conveyances or other instruments as mayas, in the opinion of counsel, be are necessary or advisable for the purpose of assuring the same transfer of powers, rights, duties and responsibilities to the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2h) Upon On the appointment of a successor warrant agentnew Warrant Agent, the Company shall Corporation will promptly notify give notice thereof to the Warrantholders thereof in the manner provided for in Section 9.2Warrantholders. (3i) Any corporation into or with which the Warrant Agent may be is merged or consolidated or amalgamated, or and any corporation succeeding to the corporate trust business of the Warrant Agent, shall will be the successor to the Warrant Agent hereunder under this Indenture without any further act on its part or on the part of any of party hereto if the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent Warrant Agent under Section 8.8(1Subsection 11.8(f). (4j) Any Warrants Authenticated or A Warrant Certificate certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified delivered by the new or successor warrant agent Warrant Agent in the name of the predecessor or the new or successor warrant agentWarrant Agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) 60 days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior British Columbia Supreme Court of Justice (the "Court") at the Company's Companyís expense, on such notice as such justice may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent Warrant Agent appointed under any provision of this Section section 8.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Province of Canada British Columbia and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agentWarrant Agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent Warrant Agent shall not become effective until the successor warrant agent Warrant Agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent Warrant Agent an appropriate instrument transferring to such successor warrant agent Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section section 9.2. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust stock transfer business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section subsection 8.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in the name of the predecessor or the new or successor warrant agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) 60 days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice Queen’s Bench of Alberta (the "“Court"”) at the Company's ’s expense, on such notice as such justice may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent appointed under any provision of this Section 8.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada and, if required by Applicable Legislation of any province, in such province. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in the name of the predecessor or the new or successor warrant agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment agency hereunder and be discharged from all further duties and liabilities hereunder hereunder, except as provided in this Section 10.9, by giving to the Company Corporation and the Warrantholders not less than sixty thirty (6030) days prior Business Days notice in writing or or, if a new Warrant Agent has been appointed, such shorter prior notice as the Company may accept Corporation accepts as sufficient. . (2) The Warrantholders by extraordinary resolution shall have the power Extraordinary Resolution may at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of Warrant Agent. (3) If the Warrant Agent resigning so resigns or being is so removed as aforesaid or being is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunder, the Company shall Corporation will forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing . (4) Failing such appointment by the CompanyCorporation, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice (the "Court") at the Company's expenseJustice, on such notice as such justice may directthe Court directs, for the appointment of a new warrant agent; but any Warrant Agent, at the expense of the Corporation. (5) Any new warrant agent Warrant Agent so appointed by the Company Corporation or by the Court shall will be subject to removal as aforesaid by the Warrantholders. . (6) Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall 10.9 must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada Quebec and Ontario and, if required by the Applicable Legislation Law of any other province, in such other province. . (7) On any such appointment appointment, the new warrant agent shall Warrant Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; , but there shall will be immediately executed, at the expense of the CompanyCorporation, all such conveyances or other instruments as mayas, in the opinion of counselCounsel, be are necessary or advisable for the purpose of assuring the same such powers, rights, duties and responsibilities to the new warrant agentWarrant Agent, provided that that, on any resignation or removal termination of the Warrant Agent and appointment of a successor warrant agent shall not become effective until Warrant Agent, the successor warrant agent shall Warrant Agent will have executed an appropriate instrument accepting such appointment and, at the request Request of the CompanyCorporation, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall will execute and deliver to the successor warrant agent Warrant Agent an appropriate instrument transferring to such successor warrant agent Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon 8) On the appointment of a successor warrant agentnew Warrant Agent, the Company shall Corporation will promptly notify give notice thereof to the Warrantholders thereof in the manner provided for in Section 9.2Warrantholders. (39) Any A corporation into or with which the Warrant Agent may be is merged or consolidated or amalgamated, or any a corporation succeeding to the corporate trust agency business of the Warrant Agent, shall will be the successor to the Warrant Agent hereunder without any further act on its part or on the part of any of the parties hereto, provided that party hereto if such corporation would be eligible for appointment as a new warrant agent Warrant Agent under Section 8.8(110.9(6). (410) Any Warrants Authenticated or A Warrant Certificate certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified delivered by the new or successor warrant agent Warrant Agent in the name of the predecessor or the new Warrant Agent or successor warrant agentWarrant Agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment trust hereunder and be discharged from all further duties and liabilities hereunder hereunder, except as provided in this section, by giving to Crystallex and the Company Warrantholders not less than sixty (60) 30 business days prior notice in writing or or, if a new Warrant Agent has been appointed, such shorter prior notice as the Company may accept Crystallex accepts as sufficient. . (2) The Warrantholders by extraordinary resolution shall have the power Extraordinary Resolution may at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of Warrant Agent. (3) If the Warrant Agent resigning so resigns or being is so removed as aforesaid or being is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunder, the Company shall Crystallex will forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing . (4) Failing such appointment by the CompanyCrystallex, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice (the "Court") General Division), at the CompanyCrystallex's expense, on such notice as such justice may directthe Court directs, for the appointment of a new warrant agent; but any Warrant Agent. (5) Any new warrant agent Warrant Agent so appointed by the Company Crystallex or by the Court shall will be subject to removal as aforesaid by the Warrantholders. Warrantholders and by Crystallex. (6) Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall section must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada Ontario and, if required by the Applicable Legislation of any other province, in such other province. . (7) On any such appointment the new warrant agent shall Warrant Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; , but there shall will be immediately executed, at the expense of the CompanyCrystallex, all such conveyances or other instruments as mayas, in the opinion of counsel, be are necessary or advisable for the purpose of assuring the same such powers, rights, duties and responsibilities to the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon 8) On the appointment of a successor warrant agentnew Warrant Agent, Crystallex will promptly give notice thereof to the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2Warrantholders. (39) Any A corporation into or with which the Warrant Agent may be is merged or consolidated or amalgamated, or any a corporation succeeding to the corporate trust business of the Warrant Agent, shall will be the successor to the Warrant Agent hereunder without any further act on its part or on the part of any of the parties hereto, provided that party hereto if such corporation would be eligible for appointment as a new warrant agent Warrant Agent under Section 8.8(1subsection 10.8(6). (410) Any Warrants Authenticated or A Warrant Certificate certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified delivered by the new or successor warrant agent Warrant Agent in the name of the predecessor or the new Warrant Agent or successor warrant agentWarrant Agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment agency and be discharged from all further duties and liabilities hereunder hereunder, except as otherwise provided in this Indenture, by giving to the Company and the Warrantholders not less than sixty (60) days prior 45 days’ notice in writing or or, if a new Warrant Agent has been appointed, such shorter prior notice as the Company may accept accepts as sufficient. . (2) The Warrantholders by extraordinary resolution shall have the power Extraordinary Resolution may at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of Warrant Agent. (3) If the Warrant Agent resigning so resigns or being is so removed as aforesaid or being is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunder, the Company shall will forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing such . (4) Failing appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior British Columbia Supreme Court of Justice (the "Court") at the Company's expense, on such notice as such justice may direct, for the appointment of a new warrant agent; but any Warrant Agent. (5) Any new warrant agent Warrant Agent so appointed by the Company or by the Court shall will be subject to removal as aforesaid by Extraordinary Resolution of the Warrantholders. . (6) Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall section must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada and, if required by Applicable Legislation of any province, the Qualifying Jurisdictions in such province. Canada. (7) On any such appointment appointment, the new warrant agent shall Warrant Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; , but there shall will be immediately executed, at the expense of the Company, all such conveyances or other instruments as mayas, in the opinion of counsel, be are necessary or advisable for the purpose of assuring the same powers, rights, duties and responsibilities to the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon 8) On the appointment of a successor warrant agentnew Warrant Agent, the Company shall will promptly notify give notice thereof to the Warrantholders thereof in the manner provided for in Section 9.2Warrantholders. (39) Any A corporation into or with which the Warrant Agent may be is merged or consolidated or amalgamated, or any a corporation succeeding to the corporate trust business of the Warrant Agent, shall will be the successor to the Warrant Agent hereunder without any further act on its part or on the part of any of party hereto if the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent Warrant Agent under Section 8.8(1subsection (6). (410) Any Warrants Authenticated or A Warrant Certificate certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified delivered by the new or successor warrant agent Warrant Agent in the name of the predecessor or the new Warrant Agent or successor warrant agentWarrant Agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment trust and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) 60 days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice (the "Court") at the Company's ’s expense, on such notice as such justice may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent Warrant Agent appointed under any provision of this Section section 8.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Province of Canada Ontario and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agentWarrant Agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent Warrant Agent shall not become effective until the successor warrant agent Warrant Agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent Warrant Agent an appropriate instrument transferring to such successor warrant agent Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2section 9.2 hereof. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust stock transfer business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section subsection 8.8(1)) hereof. (4) Any New Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in the name of the predecessor or the new or successor warrant agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) 60 days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice (the "“Court"”) at the Company's ’s expense, on such notice as such justice may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent appointed under any provision of this Section section 8.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Province of Canada Ontario and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2section 9.1. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust stock transfer business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section subsection 8.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in the name of the predecessor or the new or successor warrant agent.

Replacement of Warrant Agent. (1a) The Warrant Agent Agent (i) may resign its appointment and be discharged from all further its duties and liabilities hereunder under this Agreement at any time by giving not less than 30 days’ prior written notice to the Company not less than sixty (60pursuant to Section 8.02), (ii) days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power be removed at any time by the Company, for any reason, by at least 30 days’ written notice to remove the existing Warrant Agent, and (iii) may be removed immediately by the Company if: the Warrant Agent is adjudged a bankrupt or an insolvent; a receiver or other public officer takes charge of the Warrant Agent or its property; or the Warrant Agent becomes incapable of acting. In the event the transfer agency relationship in effect between the Company and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination. (b) If the Warrant Agent resigns or is removed, or if a vacancy exists in the office of Warrant Agent for any reason, the Company will promptly appoint a successor Warrant Agent. If the successor Warrant Agent does not deliver its written acceptance within 30 days after the retiring Warrant Agent resigns or is removed, the retiring Warrant Agent, the Company or the Holders of a majority of the outstanding Warrants may petition any court of competent jurisdiction for the appointment of a successor Warrant Agent. (c) Upon delivery by the successor Warrant Agent of a written acceptance of its appointment to the retiring Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice (the "Court") at the Company's expense, on such notice as such justice may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed will transfer all property held by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent appointed under any provision of this Section 8.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada and, if required by Applicable Legislation of any province, in such province. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agentsuccessor Warrant Agent, provided that any the resignation or removal of the retiring Warrant Agent will become effective, and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall Warrant Agent will have executed an appropriate instrument accepting such appointment andall the rights, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration powers and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers duties of the Warrant Agent hereunder and all securities, documents under this Agreement. Upon request of title and other instruments and all monies and properties held by the any successor Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agentAgent, the Company shall promptly notify will execute any and all instruments for fully vesting in and confirming to the Warrantholders thereof in the manner provided for in Section 9.2. (3) Any corporation into or with which the successor Warrant Agent may be merged or consolidated or amalgamated, or all such rights and powers. The Company will give notice of any corporation succeeding to the corporate trust business resignation and any removal of the Warrant Agent, shall be and the transfer agent, as the case may be, and each appointment of a successor to the Warrant Agent hereunder without any further act on its part or of any of to all Holders, and include in the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in notice the name of the predecessor or successor Warrant Agent and the new or successor warrant agentaddress of its Corporate Trust Office. (d) Notwithstanding replacement of the Warrant Agent pursuant to this Section, the Company’s obligations under Section 7.02 will continue for the benefit of the retiring Warrant Agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment agency and be discharged from all further duties and liabilities hereunder hereunder, except as otherwise provided in this Indenture, by giving to the Company and the Warrantholders not less than sixty (60) days prior 90 days’ notice in writing or or, if a new Warrant Agent has been appointed, such shorter prior notice as the Company may accept accepts as sufficient. . (2) The Warrantholders by extraordinary resolution shall have the power Extraordinary Resolution may at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of Warrant Agent. (3) If the Warrant Agent resigning so resigns or being is so removed as aforesaid or being is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunder, the Company shall will forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing such . (4) Failing appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice (the "Court") at the Company's expense, on such notice as such justice may direct, Ontario for the appointment of a new warrant agent; but any Warrant Agent. (5) Any new warrant agent Warrant Agent so appointed by the Company or by the Court shall will be subject to removal as aforesaid by Extraordinary Resolution of the Warrantholders. . (6) Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall section must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada and, if required by Applicable Legislation of any province, the Qualifying Jurisdictions in such province. Canada. (7) On any such appointment appointment, the new warrant agent shall Warrant Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; , but there shall will be immediately executed, at the expense of the Company, all such conveyances or other instruments as mayas, in the opinion of counsel, be are necessary or advisable for the purpose of assuring the same powers, rights, duties and responsibilities to the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon 8) On the appointment of a successor warrant agentnew Warrant Agent, the Company shall will promptly notify give notice thereof to the Warrantholders thereof in the manner provided for in Section 9.2Warrantholders. (39) Any A corporation into or with which the Warrant Agent may be is merged or consolidated or amalgamated, or any a corporation succeeding to the corporate trust business of the Warrant Agent, shall will be the successor to the Warrant Agent hereunder without any further act on its part or on the part of any of party hereto if the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent Warrant Agent under Section 8.8(1subsection (6). (410) Any Warrants Authenticated or A Warrant Certificate certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified delivered by the new or successor warrant agent Warrant Agent in the name of the predecessor or the new Warrant Agent or successor warrant agentWarrant Agent.

Replacement of Warrant Agent. (1a) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) 60 days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice (the "Court") at the Company's expense, on such notice as such justice may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 section 8.7 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Province of Canada Ontario and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agentWarrant Agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent Warrant Agent shall not become effective until the successor warrant agent Warrant Agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent Warrant Agent an appropriate instrument transferring to such successor warrant agent Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2b) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2section 9.1. (3c) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust stock transfer business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1subsection 8.7(a). (4d) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in the name of the predecessor or the new or successor warrant agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) days prior Corporation at least 45 days’ notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The Warrantholders Subject to Section 9.11(1)(h), the Holders by extraordinary resolution Extraordinary Resolution shall have the power power, at any time time, to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of If the Warrant Agent resigning resigns or being is removed as aforesaid by Extraordinary Resolution or being is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunder, the Company Corporation shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the WarrantholdersHolders; failing such appointment by the CompanyCorporation, the retiring Warrant Agent or any Warrantholder Holder may apply to a justice judge of the Ontario Superior Court of Justice (the "Court") at the Company's expensea court having jurisdiction, on such notice as such justice judge may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company Corporation or by a court of competent jurisdiction in the Court Province of Ontario shall be subject to removal as aforesaid by the WarrantholdersHolders. Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall 11.2(1) must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada and, if required by Applicable Legislation of any province, in such provinceCanada. On any such appointment new appointment, the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurances, conveyances, acts or deeds. If, for any reason, it becomes necessary or expedient to execute any further deed or assurance, conveyance, act or deed; but there shall be immediately executedthe former Warrant Agent shall, at the expense of the CompanyCorporation, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring execute the same to in favour of the new warrant agent. (2) Any corporation into which the Warrant Agent is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting from any consolidation or amalgamation to which the Warrant Agent is a party shall become the successor Warrant Agent under this Agreement, provided that without the execution of any resignation document or removal any further act. (3) In case at any time the name of the Warrant Agent is changed and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting at such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers time any of the Warrant Agent hereunder and all securitiesCertificates have been countersigned but not delivered, documents of title and other instruments and all monies and properties held by the Warrant Agent hereundermay adopt the countersignature under its prior name and deliver Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates have not been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates will have the full force provided in the Warrant Certificates and in this Agreement. (24) Upon the appointment of a successor warrant agentnew Warrant Agent, the Company Corporation shall promptly notify the Warrantholders Holders thereof in the manner provided for in prescribed by Section 9.210.1(2) hereof. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in the name of the predecessor or the new or successor warrant agent.

Replacement of Warrant Agent. (1a) The Warrant Agent Agent (i) may resign its appointment and be discharged from all further its duties and liabilities hereunder under this Agreement at any time by giving not less than 30 days’ written notice to the Company not less than sixty (60pursuant to Section 8.02), (ii) days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power be removed at any time by the Company by 30 days’ written notice to remove the existing Warrant Agent, and (iii) may be removed by the Company if: (A) the Warrant Agent and to appoint is no longer eligible under Section 7.06; (B) the Warrant Agent is adjudged a new warrant agentbankrupt or an insolvent; (C) a receiver or other public officer takes charge of the Warrant Agent or its property; or (D) the Warrant Agent becomes incapable of acting. In the event of the transfer agency relationship in effect between the Company and the Warrant Agent resigning terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination. (b) If the Warrant Agent resigns or being removed as aforesaid is removed, or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable if a vacancy exists in the office of acting hereunderWarrant Agent for any reason, the Company shall forthwith will promptly appoint a new warrant agent unless a new warrant agent has already been appointed by successor Warrant Agent. If the Warrantholders; failing such appointment by successor Warrant Agent does not deliver its written acceptance within 30 days after the Companyretiring Warrant Agent resigns or is removed, the retiring Warrant Agent Agent, the Company or any Warrantholder may apply to the Holders of a justice majority of the Ontario Superior Court outstanding Warrants may petition any court of Justice (the "Court") at the Company's expense, on such notice as such justice may direct, competent jurisdiction for the appointment of a new warrant agent; but any new warrant agent so appointed successor Warrant Agent. (c) Upon delivery by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent appointed under any provision of this Section 8.8 shall be a corporation authorized to carry on the business successor Warrant Agent of a written acceptance of its appointment to the retiring Warrant Agent and to the Company, (i) the retiring Warrant Agent will transfer agent or a trust company in one or more provinces of Canada and, if required all property held by Applicable Legislation of any province, in such province. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agentsuccessor Warrant Agent, provided that any (ii) the resignation or removal of the retiring Warrant Agent will become effective, and appointment of a successor warrant agent shall not become effective until (iii) the successor warrant agent shall Warrant Agent will have executed an appropriate instrument accepting such appointment andall the rights, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration powers and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers duties of the Warrant Agent hereunder and all securities, documents under this Agreement. Upon request of title and other instruments and all monies and properties held by the any successor Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agentAgent, the Company shall promptly notify will execute any and all instruments for fully and vesting in and confirming to the Warrantholders thereof in the manner provided for in Section 9.2. (3) Any corporation into or with which the successor Warrant Agent may be merged or consolidated or amalgamated, or all such rights and powers. The Company will give notice of any corporation succeeding to the corporate trust business resignation and any removal of the Warrant Agent, shall be and the transfer agent, as the case may be, and each appointment of a successor to the Warrant Agent hereunder without any further act on its part or of any of to all Holders, and include in the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in notice the name of the predecessor or successor Warrant Agent and the new or successor warrant agentaddress of its Corporate Trust Office. (d) Notwithstanding replacement of the Warrant Agent pursuant to this Section, the Company’s obligations under Section 7.02 will continue for the benefit of the retiring Warrant Agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment agency and be discharged from all further duties and liabilities hereunder hereunder, except as provided in this subsection, by giving to the Company and the Warrantholders not less than sixty (60) days prior 90 days' notice in writing or or, if a new Warrant Agent has been appointed, such shorter prior notice as the Company may accept accepts as sufficient. . (2) The Warrantholders by extraordinary resolution shall have the power Extraordinary Resolution may at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of Warrant Agent. (3) If the Warrant Agent resigning so resigns or being is so removed as aforesaid or being is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunder, the Company shall will forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing such . (4) Failing appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior British Columbia Supreme Court of Justice (the "Court") at the Company's expense, on such notice as such justice may direct, for the appointment of a new warrant agent; but any Warrant Agent. (5) Any new warrant agent Warrant Agent so appointed by the Company or by the Court shall will be subject to removal as aforesaid by Extraordinary Resolution of the Warrantholders. . (6) Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall section must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada and, if required by Applicable Legislation of any province, in such province. the Qualifying Provinces. (7) On any such appointment appointment, the new warrant agent shall Warrant Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; , but there shall will be immediately executed, at the expense of the Company, all such conveyances or other instruments as mayas, in the opinion of counsel, be are necessary or advisable for the purpose of assuring the same powers, rights, duties and responsibilities to the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon 8) On the appointment of a successor warrant agentnew Warrant Agent, the Company shall will promptly notify give notice thereof to the Warrantholders thereof in the manner provided for in Section 9.2Warrantholders. (39) Any A corporation into or with which the Warrant Agent may be is merged or consolidated or amalgamated, or any a corporation succeeding to the corporate trust business of the Warrant Agent, shall will be the successor to the Warrant Agent hereunder without any further act on its part or on the part of any of party hereto if the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent Warrant Agent under Section 8.8(1subsection (6). (410) Any Warrants Authenticated or A Warrant Certificate certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified delivered by the new or successor warrant agent Warrant Agent in the name of the predecessor or the new Warrant Agent or successor warrant agentWarrant Agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment trust hereunder and be discharged from all further duties and liabilities hereunder hereunder, except as provided in this Section, by giving to WorldHeart and the Company Warrantholders not less than sixty (60) days prior 30 business days' notice in writing or or, if a new Warrant Agent has been appointed, such shorter prior notice as the Company may accept WorldHeart accepts as sufficient. . (2) The Warrantholders by extraordinary resolution shall have pursuant to the power provisions of Article 8 hereof may at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of Warrant Agent. (3) If the Warrant Agent resigning so resigns or being is so removed as aforesaid or being is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunder, the Company shall WorldHeart will forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing . (4) Failing such appointment by the CompanyWorldHeart, the retiring Warrant Agent or any Warrantholder at the expense of WorldHeart may apply to a justice of the Ontario Superior Court of Justice (the "Court") at the Company's expense, on such notice as such justice may directthe Court directs, for the appointment of a new warrant agent; but any Warrant Agent, at the expense of WorldHeart. (5) Any new warrant agent Warrant Agent so appointed by the Company WorldHeart or by the Court shall will be subject to removal as aforesaid by the Warrantholders. . (6) Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada Ontario and, if required by the Applicable Legislation of any other province, in such other province. . (7) On any such appointment the new warrant agent shall Warrant Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; , but there shall will be immediately executed, at the expense of the CompanyWorldHeart, all such conveyances or other instruments as mayas, in the opinion of counsel, be are necessary or advisable for the purpose of assuring the same such powers, rights, duties and responsibilities to the new warrant agentWarrant Agent and provided that, provided that upon any resignation or removal termination of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the Warrant Agent, such successor warrant agent Warrant Agent shall have executed an appropriate instrument accepting such appointment and, at the request of the CompanyWorldHeart, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent Warrant Agent an appropriate instrument transferring to such successor warrant agent Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon 8) On the appointment of a successor warrant agentnew Warrant Agent, WorldHeart will promptly give notice thereof to the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2Warrantholders. (39) Any A corporation into or with which the Warrant Agent may be is merged or consolidated or amalgamated, or any a corporation succeeding to the corporate trust business of the Warrant Agent, shall will be the successor to the Warrant Agent hereunder without any further act on its part or on the part of any of the parties hereto, provided that party hereto if such corporation would be eligible for appointment as a new warrant agent Warrant Agent under Section 8.8(1Subsection 10.8(6). (410) Any Warrants Authenticated or A Warrant Certificate certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified delivered by the new or successor warrant agent Warrant Agent in the name of the predecessor or the new Warrant Agent or successor warrant agentWarrant Agent.

Replacement of Warrant Agent. (1a) The Warrant Agent may resign its appointment duties and be discharged from all further duties and liabilities hereunder by after giving to the Company not less than sixty (60) days prior 30 days' notice in writing or to the Company, except that such shorter prior notice may be given as the Company may shall, in writing, accept as sufficient. The Warrantholders by extraordinary resolution shall have Company may discharge the power Warrant Agent at any time with or without reason, effective upon 30 days written notice to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed such shorter period as aforesaid the Warrant Agent shall, in writing, accept as sufficient. If the office of Warrant Agent becomes vacant by resignation, discharge, incapacity to act or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunderotherwise, the Company shall forthwith appoint in writing a new warrant agent unless Warrant Agent. If the Company shall fail to make such appointment within a new warrant agent period of 30 days after it has already been appointed notified in writing of such resignation or incapacity by the Warrantholders; failing such appointment by the Company, the retiring resigning or incapacitated Warrant Agent or by the holder of a Warrant Certificate, then the holder of any Warrantholder Warrant Certificate may apply to a justice any court of the Ontario Superior Court of Justice (the "Court") at the Company's expense, on such notice as such justice may direct, competent jurisdiction for the appointment of a new warrant agent; but any Warrant Agent. Any new warrant agent so Warrant Agent, whether appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent appointed under any provision of this Section 8.8 such a court, shall be a corporation organized, doing business and in good standing under the laws of the state of its incorporation, and which is authorized under such laws to carry on exercise corporate trust powers and is subject to supervision or examination by federal or state authority. Any new Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the business of a transfer agent or a trust company in one or more provinces of Canada and, if required by Applicable Legislation of any province, in such province. On any Company an instrument accepting such appointment the hereunder and thereupon such new warrant agent Warrant Agent without any further act or deed shall be become vested with all the same rights, powers, rights, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named herein as the Warrant Agent; but if for any reason it becomes necessary or expedient to have the former Warrant Agent without execute and deliver any further assurance, conveyance, act or deed; but there , the same shall be immediately executed, at done and shall be legally and validly executed and delivered by the expense former Warrant Agent. Not later than the effective date of any such appointment the Company shall file notice thereof with the former Warrant Agent. The Company shall promptly give notice of any such appointment to the holders of the Company, all such conveyances or other instruments Warrants by mail to their addresses as may, shown in the opinion Warrant Register. Failure to file or give such notice, or any defect therein, shall not affect the legality or validity of counsel, be necessary or advisable for the purpose appointment of assuring the same to the new warrant agent, provided that any resignation or removal of successor Warrant Agent. (b) Any company into which the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2. (3) Any corporation into or with which the any new Warrant Agent may be merged or converted or with which it may be consolidated or amalgamatedany company resulting from any merger, conversion or any corporation succeeding consolidation to the corporate trust business of which the Warrant Agent, Agent shall be a party shall be the successor to the Warrant Agent hereunder under this Warrant Agreement without any further act on its part or of any of the parties heretoact; provided, provided however, that if such corporation company would not be eligible for appointment as a successor Warrant Agent under the provisions of paragraph (a) above the Company shall forthwith appoint a new warrant agent under Section 8.8(1). (4) Warrant Agent in accordance with such provisions. Any Warrants Authenticated or certified but such successor Warrant Agent may adopt the prior countersignature of any predecessor Warrant Agent and deliver Warrant Certificates countersigned and not delivered by a such predecessor Warrant Agent or may be Authenticated or certified by the new or successor warrant agent countersign Warrant Certificates either in the name of the any predecessor Warrant Agent or the new or name of the successor warrant agentWarrant Agent.

Replacement of Warrant Agent. (1a) The Warrant Agent Agent (i) may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time by 30 days written notice to remove the existing Company, (ii) may be removed at any time by the Company by 30 days written notice to the Warrant Agent, (iii) may be removed at any time by the Holders of a majority of the outstanding Warrants by written notice to the Warrant Agent, in writing no later than 20 days before the effective date of such removal, (iv) shall, if no longer eligible under Section 7.06, be subject to removal upon the request of any Holder to the Company; and (v) may be removed by the Company if: (A) the Warrant Agent and to appoint is no longer eligible under Section 7.06; (B) the Warrant Agent is adjudged a new warrant agent. In the event bankrupt or an insolvent; (C) a receiver or other public officer takes charge of the Warrant Agent resigning or being removed as aforesaid its property; or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming (D) the Warrant Agent becomes incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice (the "Court") at the Company's expense, on such notice as such justice may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholdersacting. Any new warrant agent appointed under any provision of this Section 8.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada and, if required by Applicable Legislation of any province, in such province. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agent, provided that any A resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not Warrant Agent will become effective until only upon the successor warrant agent shall have executed an appropriate instrument accepting such Warrant Agent’s acceptance of appointment andas provided in this Section. (b) If the Warrant Agent has been removed by the Holders, at Holders of a majority of the request Warrants may appoint a successor Warrant Agent with the consent of the Company. Otherwise, if the Warrant Agent resigns or is removed, or if a vacancy exists in the office of Warrant Agent for any reason, the predecessor Company will promptly appoint a successor Warrant Agent. If the successor Warrant Agent does not deliver its written acceptance within 30 days after the retiring Warrant Agent resigns or is removed, the retiring Warrant Agent, upon payment the Company or the Holders of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers a majority of the Warrant Agent hereunder and all securities, documents outstanding Warrants may petition any court of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon competent jurisdiction for the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2Warrant Agent. (3c) Any corporation into or with which Upon delivery by the successor Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding of a written acceptance of its appointment to the corporate trust business retiring Warrant Agent and to the Company and payment of the Warrant Agent’s charges, shall be (i) the retiring Warrant Agent will transfer all property held by it as Warrant Agent to the successor to Warrant Agent, (ii) the resignation or removal of the retiring Warrant Agent will become effective, and (iii) the successor Warrant Agent will have all the rights, powers and duties of the Warrant Agent hereunder without any further act on its part or under this Agreement. Upon request of any successor Warrant Agent, the Company will execute any and all instruments for fully vesting in and confirming to the successor Warrant Agent all such rights, powers and trusts. The Company will give notice of any resignation and any removal of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by and each appointment of a successor Warrant Agent to all Holders, and include in the new or successor warrant agent in notice the name of the predecessor successor Warrant Agent and the address of its Corporate Trust Office. The retiring Warrant Agent shall have no further responsibility for the exercise of rights and powers or for the new or successor warrant agentperformance of the obligations of the Warrant Agent under this Agreement with respect to the Warrants other than as hereafter expressly set forth herein. (d) Notwithstanding replacement of the Warrant Agent pursuant to this Section, the Company’s obligations under Section 7.02 will continue for the benefit of the retiring Warrant Agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) 60 days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice (the "Court") at the Company's expense, on such notice as such justice may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent appointed under any provision of this Section 8.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada and, if required by Applicable Legislation of any province, in such province. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counselCounsel, be necessary or advisable for the purpose of assuring the same to the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in the name of the predecessor or the new or successor warrant agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) days prior Corporation at least 45 days’ notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The Warrantholders Subject to Section 10.1l(l)(h), the Holders by extraordinary resolution Extraordinary Resolution shall have the power power, at any time time, to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of If the Warrant Agent resigning resigns or being is removed as aforesaid by Extraordinary Resolution or being is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunder, the Company Corporation shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the WarrantholdersHolders; failing such appointment by the CompanyCorporation, the retiring Warrant Agent or any Warrantholder Holder may apply to a justice judge of the Ontario Superior Court of Justice (the "Court") at the Company's expensea court having jurisdiction, on such notice as such justice judge may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company Corporation or by a court of competent jurisdiction in the Court Province of Ontario shall be subject to removal as aforesaid by the WarrantholdersHolders. Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall 12.2(1) must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada and, if required by Applicable Legislation of any province, in such provinceCanada. On any such appointment new appointment, the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurances, conveyances, acts or deeds. If, for any reason, it becomes necessary or expedient to execute any further deed or assurance, conveyance, act or deed; but there shall be immediately executedthe former Warrant Agent shall, at the expense of the CompanyCorporation, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring execute the same to in favour of the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Any corporation into which the Warrant Agent is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting from any consolidation or amalgamation to which the Warrant Agent is a party shall become the successor Warrant Agent under this Agreement, without the execution of any document or any further act. (3) Upon the appointment of a successor warrant agentnew Warrant Agent, the Company Corporation shall promptly notify the Warrantholders Holders thereof in the manner provided for in prescribed by Section 9.211.1 (2) hereof. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in the name of the predecessor or the new or successor warrant agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment trust hereunder and be discharged from all further duties and liabilities hereunder hereunder, except as provided in this Section 10.09, by giving to the Company Corporation and the Warrantholders not less than sixty (60) days prior 30 Business Days notice in writing or or, if a new Warrant Agent has been appointed, such shorter prior notice as the Company may accept Corporation accepts as sufficient. . (2) The Warrantholders by extraordinary resolution shall have the power Extraordinary Resolution may at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of Warrant Agent. (3) If the Warrant Agent resigning so resigns or being is so removed as aforesaid or being is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunder, the Company shall Corporation will forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing . (4) Failing such appointment by the CompanyCorporation, the retiring Warrant Agent at the expense of the Corporation or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice (the "Court") at the Company's expenseOntario, on such notice as such justice may directthe Court directs, for the appointment of a new warrant agent; but any Warrant Agent, at the expense of the Corporation. (5) Any new warrant agent Warrant Agent so appointed by the Company Corporation or by the Court shall will be subject to removal as aforesaid by the Warrantholders. . (6) Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada Ontario and, if required by the Applicable Legislation Law of any other province, in such other province. . (7) On any such appointment appointment, the new warrant agent shall Warrant Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; , but there shall will be immediately executed, at the expense of the CompanyCorporation, all such conveyances or other instruments as mayas, in the opinion of counselCounsel to the Corporation, be are necessary or advisable for the purpose of assuring the same such powers, rights, duties and responsibilities to the new warrant agentWarrant Agent, provided that that, on any resignation or removal termination of the Warrant Agent and appointment of a successor warrant agent shall not become effective until Warrant Agent, the successor warrant agent shall Warrant Agent will have executed an appropriate instrument accepting such appointment and, at the written request of the CompanyCorporation, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall will execute and deliver to the successor warrant agent Warrant Agent an appropriate instrument transferring to such successor warrant agent Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon 8) On the appointment of a successor warrant agentnew Warrant Agent, the Company shall Corporation will promptly notify give notice thereof to the Warrantholders thereof in the manner provided for in Section 9.2Warrantholders. (39) Any A corporation into or with which the Warrant Agent may be is merged or consolidated or amalgamated, or any a corporation succeeding to the corporate trust business of the Warrant Agent, shall will be the successor to the Warrant Agent hereunder without any further act on its part or on the part of any of the parties hereto, provided that party hereto if such corporation would be eligible for appointment as a new warrant agent Warrant Agent under Section 8.8(110.09(6). (410) Any Warrants Authenticated or A Warrant Certificate certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified delivered by the new or successor warrant agent Warrant Agent in the name of the predecessor or the new Warrant Agent or successor warrant agentWarrant Agent.

Replacement of Warrant Agent. ‌ (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice (the "Court") at the Company's expense, on such notice as such justice may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent appointed under any provision of this Section 8.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada and, if required by Applicable Legislation of any province, in such province. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in the name of the predecessor or the new or successor warrant agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) days prior Corporation at least 45 days’ notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The Warrantholders Holders by extraordinary resolution Extraordinary Resolution shall have the power power, at any time time, to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent in accordance with Section 9.11(1)(h). In the event of If the Warrant Agent resigning resigns or being is removed as aforesaid by Extraordinary Resolution or being is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunder, the Company Corporation shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the WarrantholdersHolders; failing such appointment by the CompanyCorporation, the retiring Warrant Agent or any Warrantholder Holder may apply to a justice judge of the Ontario Superior Court of Justice (the "Court") at the Company's expensea court having jurisdiction, on such notice as such justice judge may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company Corporation or by a court of competent jurisdiction in the Court Province of Ontario shall be subject to removal as aforesaid by the WarrantholdersHolders. Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall 11.2(1) must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces Provinces of Canada and, if required by Applicable Legislation of any province, in such provinceCanada. On any such appointment new appointment, the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, assurances conveyance, act or deed; but there shall be immediately executed. If, for any reason, it becomes necessary or expedient to execute any further deed or assurance, the former Warrant Agent shall, at the expense of the CompanyCorporation, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring execute the same to in favour of the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2. (3) Any corporation into or with which the Warrant Agent may be sold, merged or with which it may be consolidated or amalgamatedamalgamated or any corporation resulting from any merger, consolidation or amalgamation to which the Warrant Agent shall be a party or any corporation succeeding to the corporate trust or transfer agency business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder under this Agreement without the execution of any instrument or any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1)act. (43) Any Warrants Authenticated or certified but not delivered by Upon the appointment of a predecessor new Warrant Agent may be Authenticated or certified by Agent, the new or successor warrant agent Corporation shall promptly notify the Holders thereof in the name of the predecessor or the new or successor warrant agentmanner prescribed by Section 10.2 hereof.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) 60 days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice (the "Court") at the Company's ’s expense, on such notice as such justice may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Province of Canada Ontario and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agentWarrant Agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent Warrant Agent shall not become effective until the successor warrant agent Warrant Agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent Warrant Agent an appropriate instrument transferring to such successor warrant agent Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.29.1. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section subsection 8.8(1). (4) Any Warrants Authenticated authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated authenticated or certified by the new or successor warrant agent in the name of the predecessor or the new or successor warrant agent.

Replacement of Warrant Agent. (1) 9.3.1 The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty Corporation at least forty-five (6045) days prior days’ notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The Warrantholders Holders by extraordinary resolution Extraordinary Resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of If the Warrant Agent resigning resigns or being is removed as aforesaid by Extraordinary Resolution or being is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunder, the Company Corporation shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the WarrantholdersHolders; failing such appointment by the CompanyCorporation, the retiring Warrant Agent or any Warrantholder Holder may apply to a justice judge of the Ontario Superior Court of Justice (the "Court") at the Company's expensea court having jurisdiction, on such notice as such justice judge may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Company Corporation or by the Court shall be subject to removal as aforesaid by the WarrantholdersHolders. Any new warrant agent appointed under any provision of this Section 8.8 shall must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Province of Canada Ontario and, if required by Applicable Legislation the applicable warrant indenture legislation of any other province, in such that other province, and must be a corporation which is independent of the Corporation and has no material conflict of interest. On any such new appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, assurances conveyance, act or deed; but there shall be immediately executed. If, for any reason, it becomes necessary or expedient to execute any further deed or assurance, the former Warrant Agent shall, at the expense of the CompanyCorporation, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring execute the same to in favour of the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2. (3) 9.3.2 Any corporation into or with which the Warrant Agent may be merged or with which it may be consolidated or amalgamatedamalgamated or any corporation resulting from any merger, consolidation or amalgamation to which the Warrant Agent shall be a party or any corporation succeeding to the corporate trust business of the Warrant Agent, shall be the successor to warrant agent under this Indenture without the Warrant Agent hereunder without execution of any instrument or any further act on its part or act. 9.3.3 Upon the appointment of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by agent, the new or successor warrant agent Corporation shall promptly notify the Holders thereof in the name of the predecessor or the new or successor warrant agentmanner prescribed by Section 8.2 hereof.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) 60 days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice judge of the Ontario Superior Court Province of Justice (the "Court") British Columbia at the Company's ’s expense, on such notice as such justice judge may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent appointed under any provision of this Section 8.8 shall be a corporation authorized to carry on the business of a transfer agent, warrant agent or a trust company in one or more provinces the Province of Canada British Columbia and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent Warrant Agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or to which all or substantially all of the corporate trust business is sold or any corporation succeeding to the corporate trust business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent Warrant Agent under Section subsection 8.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent Warrant Agent in the name of the predecessor or the new or successor warrant agentWarrant Agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment trust hereunder and be discharged from all further duties and liabilities hereunder hereunder, except as provided in this section, by giving to Crystallex and the Company Warrantholders not less than sixty (60) 30 business days prior notice in writing or or, if a new Warrant Agent has been appointed, such shorter prior notice as the Company may accept Crystallex accepts as sufficient. . (2) The Warrantholders by extraordinary resolution shall have the power Extraordinary Resolution may at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of Warrant Agent. (3) If the Warrant Agent resigning so resigns or being is so removed as aforesaid or being is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunder, the Company shall Crystallex will forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing . (4) Failing such appointment by the CompanyCrystallex, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice (the "Court") General Division), at the CompanyCrystallex's expense, on such notice as such justice may directthe Court directs, for the appointment of a new warrant agent; but any Warrant Agent. (5) Any new warrant agent Warrant Agent so appointed by the Company Crystallex or by the Court shall will be subject to removal as aforesaid by the Warrantholders. Warrantholders and by Crystallex. (6) Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall section must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada Ontario and, if required by the Applicable Legislation of any other province, in such other province. . (7) On any such appointment the new warrant agent shall Warrant Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; , but there shall will be immediately executed, at the expense of the CompanyCrystallex, all such conveyances or other instruments as mayas, in the opinion of counsel, be are necessary or advisable for the purpose of assuring the same such powers, rights, duties and responsibilities to the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon 8) On the appointment of a successor warrant agentnew Warrant Agent, Crystallex will promptly give notice thereof to the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2Warrantholders. (39) Any A corporation into or with which the Warrant Agent may be is merged or consolidated or amalgamated, or any a corporation succeeding to the corporate trust business of the Warrant Agent, shall will be the successor to the Warrant Agent hereunder without any further act on its part or on the part of any of the parties hereto, provided that party hereto if such corporation would be eligible for appointment as a new warrant agent Warrant Agent under Section 8.8(1paragraph 10.8(6). (410) Any Warrants Authenticated or A Warrant Certificate certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified delivered by the new or successor warrant agent Warrant Agent in the name of the predecessor or the new Warrant Agent or successor warrant agentWarrant Agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) 60 days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice (the "Court") at the Company's expense, on such notice as such justice may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent Warrant Agent appointed under any provision of this Section section 8.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Province of Canada Ontario and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agentWarrant Agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent Warrant Agent shall not become effective until the successor warrant agent Warrant Agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent Warrant Agent an appropriate instrument transferring to such successor warrant agent Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agentWarrant Agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2section 9.1. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or to which all or substantially all of the corporate trust business is sold or any corporation succeeding to the corporate trust stock transfer business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent Warrant Agent under Section subsection 8.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent Warrant Agent in the name of the predecessor or the new or successor warrant agentWarrant Agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice (the "Court") at the Company's expense, on such notice as such justice may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent appointed under any provision of this Section 8.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada and, if required by Applicable Legislation of any province, in such province. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) . Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2. (3) . Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1). (4) . Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in the name of the predecessor or the new or successor warrant agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) 60 days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice (the "Court") at the Company's ’s expense, on such notice as such justice may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent Warrant Agent appointed under any provision of this Section section 8.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Province of Canada Ontario and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agentWarrant Agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent Warrant Agent shall not become effective until the successor warrant agent Warrant Agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent Warrant Agent an appropriate instrument transferring to such successor warrant agent Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section section 9.2. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust stock transfer business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section subsection 8.8(1)) hereof. (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in the name of the predecessor or the new or successor warrant agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) 60 days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Court of Justice (the "Court") at the Company's ’s expense, on such notice as such justice may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 section 8.7 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one the Province of Ontario, Alberta, Nova Scotia or more provinces of Canada British Columbia and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agentWarrant Agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent Warrant Agent shall not become effective until the successor warrant agent Warrant Agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent Warrant Agent an appropriate instrument transferring to such successor warrant agent Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2section 9.1. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust stock transfer business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1subsection 8.7(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in the name of the predecessor or the new or successor warrant agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) days prior Corporation at least 45 days’ notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The Warrantholders Holders by extraordinary resolution Extraordinary Resolution shall have the power power, at any time time, to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of If the Warrant Agent resigning resigns or being is removed as aforesaid by Extraordinary Resolution or being is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunder, the Company Corporation shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the WarrantholdersHolders; failing such appointment by the CompanyCorporation, the retiring Warrant Agent or any Warrantholder Holder may apply to a justice judge of the Ontario Superior Court of Justice (the "Court") at the Company's expensea court having jurisdiction, on such notice as such justice judge may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company Corporation or by a court of competent jurisdiction in the Court Province of Ontario shall be subject to removal as aforesaid by the WarrantholdersHolders. Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall 11.2(1) must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Province of Canada and, if required by Applicable Legislation of any province, in such provinceOntario. On any such appointment new appointment, the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, assurances conveyance, act or deed; but there shall be immediately executed. If, for any reason, it becomes necessary or expedient to execute any further deed or assurance, the former Warrant Agent shall, at the expense of the CompanyCorporation, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring execute the same to in favour of the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2. (3) Any corporation into or with which the Warrant Agent may be sold, merged or with which it may be consolidated or amalgamatedamalgamated or any corporation resulting from any merger, consolidation or amalgamation to which the Warrant Agent shall be a party or any corporation succeeding to the corporate trust or transfer agency business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder under this Agreement without the execution of any instrument or any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1)act. (43) Any Warrants Authenticated or certified but not delivered by Upon the appointment of a predecessor new Warrant Agent may be Authenticated or certified by Agent, the new or successor warrant agent Corporation shall promptly notify the Holders thereof in the name of the predecessor or the new or successor warrant agentmanner prescribed by Section 10.2 hereof.

Replacement of Warrant Agent. (1a) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) 60 days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent agreeable to the Company, acting reasonably. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice judge of the Ontario Superior Court Province of Justice (the "Court") Alberta at the Company's expense, on such notice as such justice judge may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 section 9.8 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Province of Canada Alberta and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agentWarrant Agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent Warrant Agent shall not become effective until the successor warrant agent Warrant Agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent Warrant Agent an appropriate instrument transferring to such successor warrant agent Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2b) Upon the appointment of a successor warrant agentWarrant Agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2section 10.1. (3c) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or to which all or substantially all of the corporate trust business is sold or any corporation succeeding to the corporate trust stock transfer business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent Warrant Agent under Section 8.8(1subsection 9.8(a). (4d) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent Warrant Agent in the name of the predecessor or the new or successor warrant agentWarrant Agent. (e) In case at any time the name of the Warrant Agent is changed and at such time any of the Warrant Certificates have been countersigned but not delivered, the Warrant Agent may adopt the countersignature under its prior name and deliver Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates have not been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates will have the full force provided in the Warrant Certificates and in this Indenture.

Replacement of Warrant Agent. (1a) The Warrant Agent Agent (i) may resign its appointment and be discharged from all further its duties and liabilities hereunder under this Agreement at any time by giving not less than 30 days’ written notice to the Company not less than sixty (60pursuant to Section 8.02), (ii) days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power be removed at any time by the Company by 30 days’ written notice to remove the existing Warrant Agent, and (iii) may be removed by the Company if: (A) the Warrant Agent and to appoint is adjudged a new warrant agentbankrupt or an insolvent; (B) a receiver or other public officer takes charge of the Warrant Agent or its property; or (C) the Warrant Agent becomes incapable of acting. In the event of the transfer agency relationship in effect between the Company and the Warrant Agent resigning terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination. (b) If the Warrant Agent resigns or being removed as aforesaid is removed, or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable if a vacancy exists in the office of acting hereunderWarrant Agent for any reason, the Company shall forthwith will promptly appoint a new warrant agent unless a new warrant agent has already been appointed by successor Warrant Agent. If the Warrantholders; failing such appointment by successor Warrant Agent does not deliver its written acceptance within 30 days after the Companyretiring Warrant Agent resigns or is removed, the retiring Warrant Agent Agent, the Company or any Warrantholder may apply to the Holders of a justice majority of the Ontario Superior Court outstanding Warrants may petition any court of Justice (the "Court") at the Company's expense, on such notice as such justice may direct, competent jurisdiction for the appointment of a new warrant agent; but any new warrant agent so appointed successor Warrant Agent. (c) Upon delivery by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent appointed under any provision of this Section 8.8 shall be a corporation authorized to carry on the business successor Warrant Agent of a written acceptance of its appointment to the retiring Warrant Agent and to the Company, (i) the retiring Warrant Agent will transfer agent or a trust company in one or more provinces of Canada and, if required all property held by Applicable Legislation of any province, in such province. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agentsuccessor Warrant Agent, provided that any (ii) the resignation or removal of the retiring Warrant Agent will become effective, and appointment of a successor warrant agent shall not become effective until (iii) the successor warrant agent shall Warrant Agent will have executed an appropriate instrument accepting such appointment andall the rights, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration powers and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers duties of the Warrant Agent hereunder and all securities, documents under this Agreement. Upon request of title and other instruments and all monies and properties held by the any successor Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agentAgent, the Company shall promptly notify will execute any and all instruments for fully and vesting in and confirming to the Warrantholders thereof in the manner provided for in Section 9.2. (3) Any corporation into or with which the successor Warrant Agent may be merged or consolidated or amalgamated, or all such rights and powers. The Company will give notice of any corporation succeeding to the corporate trust business resignation and any removal of the Warrant Agent, shall be and the transfer agent, as the case may be, and each appointment of a successor to the Warrant Agent hereunder without any further act on its part or of any of to all Holders, and include in the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1). (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in notice the name of the predecessor or successor Warrant Agent and the new or successor warrant agentaddress of its Corporate Trust Office. (d) Notwithstanding replacement of the Warrant Agent pursuant to this Section, the Company’s obligations under Section 7.02 will continue for the benefit of the retiring Warrant Agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment trust hereunder and be discharged from all further duties and liabilities hereunder hereunder, except as provided in this Section, by giving to WorldHeart and the Company Warrantholders not less than sixty (60) days prior 30 business days' notice in writing or or, if a new Warrant Agent has been appointed, such shorter prior notice as the Company may accept WorldHeart accepts as sufficient. . (2) The Warrantholders by extraordinary resolution shall have pursuant to the power provisions of Article 8 hereof may at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of Warrant Agent. (3) If the Warrant Agent resigning so resigns or being is so removed as aforesaid or being is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunder, the Company shall WorldHeart will forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing . (4) Failing such appointment by the CompanyWorldHeart, the retiring Warrant Agent or any Warrantholder at the expense of WorldHeart may apply to a justice of the Ontario Superior Court of Justice (General Division) (the "Court") at the Company's expense, on such notice as such justice may directthe Court directs, for the appointment of a new warrant agent; but any Warrant Agent, at the expense of WorldHeart. (5) Any new warrant agent Warrant Agent so appointed by the Company WorldHeart or by the Court shall will be subject to removal as aforesaid by the Warrantholders. . (6) Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada Ontario and, if required by the Applicable Legislation of any other province, in such other province. . (7) On any such appointment the new warrant agent shall Warrant Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; , but there shall will be immediately executed, at the expense of the CompanyWorldHeart, all such conveyances or other instruments as mayas, in the opinion of counsel, be are necessary or advisable for the purpose of assuring the same such powers, rights, duties and responsibilities to the new warrant agentWarrant Agent and provided that, provided that upon any resignation or removal termination of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the Warrant Agent, such successor warrant agent Warrant Agent shall have executed an appropriate instrument accepting such appointment and, at the request of the CompanyWorldHeart, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent Warrant Agent an appropriate instrument transferring to such successor warrant agent Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon 8) On the appointment of a successor warrant agentnew Warrant Agent, WorldHeart will promptly give notice thereof to the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2Warrantholders. (39) Any A corporation into or with which the Warrant Agent may be is merged or consolidated or amalgamated, or any a corporation succeeding to the corporate trust business of the Warrant Agent, shall will be the successor to the Warrant Agent hereunder without any further act on its part or on the part of any of the parties hereto, provided that party hereto if such corporation would be eligible for appointment as a new warrant agent Warrant Agent under Section 8.8(1Subsection 10.8(6). (410) Any Warrants Authenticated or A Warrant Certificate certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified delivered by the new or successor warrant agent Warrant Agent in the name of the predecessor or the new Warrant Agent or successor warrant agentWarrant Agent.

Replacement of Warrant Agent. (1a) The Warrant Agent may resign its appointment trust and be discharged from all further duties and liabilities hereunder under this Indenture, by giving to the Company Corporation and the Warrantholders not less than sixty (60) days prior 60 days' notice in writing or or, if a new Warrant Agent has been appointed, such shorter prior notice as the Company may accept Corporation accepts as sufficient. . (b) The Warrantholders by extraordinary resolution shall have the power Special Resolution may at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of Warrant Agent. (c) If the Warrant Agent resigning or being removed as aforesaid or being resigns, is removed, is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunderunder this Indenture, the Company shall Corporation will forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing such . (d) Failing appointment by the CompanyCorporation, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario Superior Supreme Court of Justice (the "Court") at the Company's expenseBritish Columbia, on such notice as such justice may directthe Court directs, for the appointment of a new warrant agent; but any Warrant Agent. (e) Any new warrant agent Warrant Agent so appointed by the Company Corporation or by the Court shall will be subject to removal as aforesaid by the Warrantholders. . (f) Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall 11.8 must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada British Columbia and, if required by the Applicable Legislation of any provinceLegislation, in such any other applicable province. . (g) On any such appointment the new warrant agent shall Warrant Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein in this Indenture as Warrant Agent without any further assurance, conveyance, act or deed; , but there shall will be immediately executed, at the expense of the CompanyCorporation, all such conveyances or other instruments as mayas, in the opinion of counsel, be are necessary or advisable for the purpose of assuring the same transfer of powers, rights, duties and responsibilities to the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2h) Upon On the appointment of a successor warrant agentnew Warrant Agent, the Company shall Corporation will promptly notify give notice thereof to the Warrantholders thereof in the manner provided for in Section 9.2Warrantholders. (3i) Any corporation into or with which the Warrant Agent may be is merged or consolidated or amalgamated, or and any corporation succeeding to the corporate trust business of the Warrant Agent, shall will be the successor to the Warrant Agent hereunder under this Indenture without any further act on its part or on the part of any of party hereto if the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent Warrant Agent under Section 8.8(1Subsection 11.8(f). (4j) Any Warrants Authenticated or A Warrant Certificate certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified delivered by the new or successor warrant agent Warrant Agent in the name of the predecessor or the new or successor warrant agentWarrant Agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment trust hereunder and be discharged from all further duties and liabilities hereunder hereunder, except as provided in this section, by giving to Crystallex and the Company Warrantholders not less than sixty (60) 30 business days prior notice in writing or or, if a new Warrant Agent has been appointed, such shorter prior notice as the Company may accept Xxxxxxxxxx accepts as sufficient. . (2) The Warrantholders by extraordinary resolution shall have the power Extraordinary Resolution may at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of Warrant Agent. (3) If the Warrant Agent resigning so resigns or being is so removed as aforesaid or being is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunder, the Company shall Xxxxxxxxxx will forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing . (4) Failing such appointment by the CompanyXxxxxxxxxx, the retiring Warrant Agent or any Warrantholder may apply to a justice court of the Ontario Superior Court of Justice (the "Court") competent jurisdiction in Ontario, at the Company's Crystallex’s expense, on such notice as such justice may directcourt directs, for the appointment of a new warrant agent; but any Warrant Agent. (5) Any new warrant agent Warrant Agent so appointed by the Company Crystallex or by the Court shall a court of competent jurisdiction in Ontario will be subject to removal as aforesaid by the Warrantholders. Warrantholders and by Crystallex. (6) Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall section must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces of Canada Ontario and, if required by the Applicable Legislation of any other province, in such other province. . (7) On any such appointment the new warrant agent shall Warrant Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; , but there shall will be immediately executed, at the expense of the CompanyCrystallex, all such conveyances or other instruments as mayas, in the opinion of counsel, be are necessary or advisable for the purpose of assuring the same such powers, rights, duties and responsibilities to the new warrant agentWarrant Agent, provided that that, upon any resignation or removal termination of the Warrant Agent and appointment of a successor warrant agent shall not become effective until Warrant Agent, the successor warrant agent latter shall have executed an appropriate instrument accepting such appointment and, at the request of the CompanyCrystallex, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent Warrant Agent an appropriate instrument transferring to such successor warrant agent Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder.. Back to Contents (2) Upon 8) On the appointment of a successor warrant agentnew Warrant Agent, Xxxxxxxxxx will promptly give notice thereof to the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2Warrantholders. (39) Any A corporation into or with which the Warrant Agent may be is merged or consolidated or amalgamated, or any a corporation succeeding to the corporate trust business of the Warrant Agent, shall will be the successor to the Warrant Agent hereunder without any further act on its part or on the part of any of the parties hereto, provided that party hereto if such corporation would be eligible for appointment as a new warrant agent Warrant Agent under Section 8.8(1subsection 10.8(6). (410) Any Warrants Authenticated or A Warrant Certificate certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified delivered by the new or successor warrant agent Warrant Agent in the name of the predecessor or the new Warrant Agent or successor warrant agentWarrant Agent.

Replacement of Warrant Agent. ‌ (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) 60 days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice court of competent jurisdiction in the Ontario Superior Court Province of Justice (the "Court") British Columbia at the Company's ’s expense, on such notice as such justice may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 section 8.7 shall be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Province of Canada British Columbia and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agentWarrant Agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent Warrant Agent shall not become effective until the successor warrant agent Warrant Agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent Warrant Agent an appropriate instrument transferring to such successor warrant agent Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agentWarrant Agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section section 9.2. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding This Indenture shall enure to the corporate trust business benefit of the Warrant Agent, shall and be the successor to the Warrant Agent hereunder without any further act on its part or of any of binding upon the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1)hereto and their respective successors and assigns. (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent Warrant Agent in the name of the predecessor or the new or successor warrant agentWarrant Agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty (60) days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of If the Warrant Agent resigning shall resign (such resignation to become effective not earlier than 30 days after the giving of written notice thereof to the Corporation) or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming shall become incapable of acting hereunderas Warrant Agent, the Company Corporation shall forthwith appoint a new warrant agent unless successor to the Warrant Agent. If the Corporation shall fail to make such appointment within a new warrant agent period of 30 days after such removal or after it has already been appointed so notified in writing of such resignation or incapacity by the Warrantholders; failing such appointment Warrant Agent or by a Holder (in the Companycase of incapacity), then the retiring Warrant Agent (at the Corporation's expense) or a Holder of any Warrantholder Warrant may apply to a justice any court of the Ontario Superior Court of Justice (the "Court") at the Company's expense, on such notice as such justice may direct, competent jurisdiction for the appointment of a new warrant agent; but any new warrant agent so successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Corporation or by such a court, the duties of the Warrant Agent shall be carried out by the Corporation. Any successor Warrant Agent, whether appointed by the Company Corporation or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent appointed under any provision of this Section 8.8 such a court, shall be a corporation authorized to carry on trust company, in good standing, incorporated under the business of a transfer agent or a trust company in one or more provinces laws of Canada andor any province of Canada, if required by Applicable Legislation qualified to do business in British Columbia and having offices in Vancouver, British Columbia. As soon as practicable after the appointment of any provincethe successor Warrant Agent, the Corporation shall cause written notice of the change in such provincethe Warrant Agent to be given to the Holders as provided in Section 9.7. On any such After its appointment the new warrant agent successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agent, provided that any resignation or removal of the former Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, (upon payment of its outstanding remuneration and expenses, if any) shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder and shall execute and deliver deliver, at the expense of the Corporation, any further assurance, conveyance, act or deed necessary for that purpose. Failure to give any notice provided for in this Section 8.7, however, or any defect therein, shall not affect the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers legality or validity of the removal of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon or the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust business of the Warrant Agent, shall be as the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under Section 8.8(1)case may be. (4) Any Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new or successor warrant agent in the name of the predecessor or the new or successor warrant agent.

Replacement of Warrant Agent. (1) The Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company not less than sixty Corporation at least thirty (6030) days prior days’ notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The Warrantholders Holders by extraordinary resolution Extraordinary Resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of If the Warrant Agent resigning resigns or being is removed as aforesaid by Extraordinary Resolution or being is dissolved, becoming becomes bankrupt, going goes into liquidation or otherwise becoming becomes incapable of acting hereunder, the Company Corporation shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the WarrantholdersHolders; failing such appointment by the CompanyCorporation, the retiring Warrant Agent or any Warrantholder Holder may apply to a justice judge of the Ontario Superior Court of Justice (the "Court") at the Company's expensea court having jurisdiction, on such notice as such justice judge may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Company Corporation or by the Court shall be subject to removal as aforesaid by the WarrantholdersHolders. Any new warrant agent Warrant Agent appointed under any provision of this Section 8.8 shall section must be a corporation authorized to carry on the business of a transfer agent or a trust company in one or more provinces the Province of Canada Ontario and, if required by Applicable Legislation the applicable warrant indenture legislation of any other province, in such that other province, and must be a corporation which is independent of the Corporation and has no material conflict of interest. On any such new appointment the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, assurances conveyance, act or deed; but there shall be immediately executed. If, for any reason, it becomes necessary or expedient to execute any further deed or assurance, the former Warrant Agent shall, at the expense of the CompanyCorporation, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring execute the same to in favour of the new warrant agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.2. (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or to which all or substantially all of its corporate trust business is sold or otherwise transferred, or any corporation resulting therefrom to which the Warrant Agent shall be a party, or any corporation succeeding to the corporate trust business of the Warrant Agent, Agent shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new successor warrant agent under Section 8.8(1Subsection 11.4(1). (43) Any Warrants Authenticated or certified but not delivered by Upon the appointment of a predecessor new Warrant Agent may be Authenticated or certified by Agent, the new or successor warrant agent Corporation shall promptly notify the Holders thereof in the name of the predecessor or the new or successor warrant agentmanner prescribed by Section 10.2 hereof.