Common use of Termination, Amendment, and Waiver of Agreement Clause in Contracts

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; (ii) subject to subsection 11.3(2), upon the agreement of all Parties; or (iii) when the Securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; or (ii) if the Party is a Securityholder, when all of the Securityholder’s Securities have been released from escrow pursuant to this Agreement. (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(312.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; (ii) subject to subsection 11.3(2section 12.3(2), upon the agreement of all Parties; or (iii) when the Securities escrow securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; or (ii) if the Party is a Securityholder, when all of the Securityholder’s Securities escrow securities have been released from escrow pursuant to this Agreement. (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii12.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 10.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; (ii) subject to subsection 11.3(2), upon the agreement of all Parties; or (iii) when the Securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; or (ii) if the Party is a Securityholder, when all of the Securityholder’s Securities have been released from escrow pursuant to this Agreement. (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, who are not Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, who are not Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(312.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; (ii) subject to subsection 11.3(2section 12.3(2), upon the agreement of all Parties; or (iii) when the Securities escrow securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; or (ii) if the Party is a Securityholder, when all of the Securityholder’s Securities escrow securities have been released from escrow pursuant to this Agreement. (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii12.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, who are not Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 10.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, who are not Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(312.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; (ii) subject to subsection 11.3(2section 12.3(2), upon the agreement of all Parties; or (iii) when the Securities escrow securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; or (ii) if the Party is a Securityholder, when all of the Securityholder’s Securities escrow securities have been released from escrow pursuant to this Agreement. (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii12.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 10.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.. (as at June 14, 2010) (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; (ii) subject to subsection 11.3(2), upon the agreement of all Parties; or (iii) when the Securities of all Securityholders have been released from escrow pursuant to this Agreement; andand FORM 5D ESCROW AGREEMENT Page 19 (b) with respect to a Party: (i) as specifically provided in this Agreement; or (ii) if the Party is a Securityholder, when all of the Securityholder’s Securities have been released from escrow pursuant to this Agreement. (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; (ii) subject to subsection 11.3(2), upon the agreement of all Parties; or (iii) when the Securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; or (ii) if the Party is a Securityholder, when all of the Securityholder’s Securities have been released from escrow pursuant to this Agreement. (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, who are not Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; andand (as at August 2002) (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, who are not Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; (ii) subject to subsection 11.3(2), upon the agreement of all Parties; or (iii) when the Securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; or (ii) if the Party is a Securityholder, when all of the Securityholder’s 's Securities have been released from escrow pursuant to this Agreement. (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, who are not Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, who are not Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; (ii) subject to subsection section 11.3(2), upon the agreement of all Parties; or (iii) when the Securities escrow securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; or (ii) if the Party is a Securityholder, when all of the Securityholder’s Securities w securities have been released from escrow pursuant to this Agreement. (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(312.311.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; (ii) subject to subsection 11.3(2section 12.311.3(2), upon the agreement of all Parties; or (iii) when the Securities escrow securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; or (ii) if the Party is a Securityholder, when all of the Securityholder’s Securities escrow securities have been released from escrow pursuant to this Agreement. (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii12.311.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 10.19.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; ; (ii) subject to subsection 11.3(2), upon the agreement of all Parties; or or (iii) when the Securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; or or (ii) if the Party is a Securityholder, when all of the Securityholder’s 's Securities have been released from escrow pursuant to this Agreement. (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; ; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, who are not Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; ; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, who are not Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(312.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; (ii) subject to subsection 11.3(2section 12.3(2), upon the agreement of all Parties; or (iii) when the Securities escrow securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; or (ii) if the Party is a Securityholder, when all of the Securityholder’s Securities 's escrow securities have been released from escrow pursuant to this Agreement. (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii12.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, who are not Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 10.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, who are not Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; (ii) subject to subsection 11.3(2), upon the agreement of all Parties; oror (as at June 14, 2010) (iii) when the Securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; or (ii) if the Party is a Securityholder, when all of the Securityholder’s 's Securities have been released from escrow pursuant to this Agreement. (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; (ii) subject to subsection 11.3(2), upon the agreement of all Parties; or (iii) when the Securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; oror FORM 5D (ii) if the Party is a Securityholder, when all of the Securityholder’s Securities have been released from escrow pursuant to this Agreement. (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, who are not Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, who are not Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; (ii) subject to subsection 11.3(2), upon the agreement of all Parties; or (iii) when the Securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; or (ii) if the Party is a Securityholder, when all of the Securityholder’s Securities have been released from escrow pursuant to this Agreement.have (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) 26.1 Subject to subsection 11.3(3)26.3, this Agreement Agrdent shall only terminate: (a) with respect to all the Parties:, (i) as specifically provided in this thus Agreement; (ii) subject to subsection 11.3(2)262, upon the agreement of all Parties; or (iii) when the Securities of all Securityholders Security Holders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party:, (i) as specifically provided in this Agreement; or (ii) if the Party is a SecurityholderSecurity Holder, when all of the Securityholder’s Security Holder's Securities have been released from escrow pursuant to this Agreement., (2) 26.2 An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(iisubclause 26.1(a)ii) shall not be effective unless and and. until the agreement a ment to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement ; has been consented to beets approved in writing by the Exchange; and. (b) has been approved by a majority of security holders of the Issuer who are not Security Holders. (c) has been approved by a majority vote of securityholders security xxxxxxx of the Issuer excluding in each case, Securityholderswho are not Securty Holders. (3) 26.3 Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 14 shall survive the termination of this Agreement and the resignation or removal of the Escrow AgentAgreement. (4) 26.4 No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver:. (a) is evidenced by a memorandum in writing signed by all PartiesParries; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved bees consented to in writing by the Exchange; , and (c) has been approved by a majority vote of securityholders security holders of the Issuer excluding in each case, Securityholderswho are not Security Holders. (5) 26.5 No waiver of any of the provisions of this Agreement shall be deemed or shall sha11 constitute a waiver of any other provision (whether similar or not), nor 'shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(39.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; (ii) subject to subsection 11.3(29.3(2), upon the agreement of all Parties; or (iii) when the Securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; or (ii) if the Party is a Securityholder, when all of the Securityholder’s Securities have been released from escrow pursuant to this Agreement. (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii9.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (cb) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and (cb) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; (ii) subject to subsection 11.3(2), upon the agreement of all Parties; or (iii) when the Securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; oror (as at June 14, 2010) (ii) if the Party is a Securityholder, when all of the Securityholder’s 's Securities have been released from escrow pursuant to this Agreement. (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(310.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; (ii) subject to subsection 11.3(210.3(2), upon the agreement of all Parties; or (iii) when the Securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; or (ii) if the Party is a Securityholder, when all of the Securityholder’s 's Securities have been released from escrow pursuant to this Agreement. (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii10.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, who are not Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 8.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, who are not Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; (ii) subject to subsection 11.3(2), upon the agreement of all Parties; or (iii) when the Securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; or (ii) if the Party is a Securityholder, when all of the Securityholder’s 's Securities have been released from escrow pursuant to this Agreement. (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the e Issuer excluding in each case, Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent., (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; (ii) subject to subsection 11.3(2), upon the agreement of all Parties; or (iii) when the Securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; or (ii) if the Party is a Securityholder, when all of the Securityholder’s Securities have been released from escrow pursuant to this Agreement.. (as at June 14, 2010) (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(312.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; (ii) subject to subsection 11.3(2section 12.3(2), upon the agreement of all Parties; or (iii) when the Securities escrow securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; or (ii) if the Party is a Securityholder, when all of the Securityholder’s Securities 's escrow securities have been released from escrow pursuant to this Agreement. (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii12.3(1) (a) (ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 10.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; (ii) subject to subsection 11.3(2), upon the agreement of all Parties; or (iii) when the Securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; or (ii) if the Party is a Securityholder, when all of the Securityholder’s 's Securities have been released from escrow pursuant to this Agreement. (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; andand (as at June 14, 2010) (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; (ii) subject to subsection 11.3(2), upon the agreement of all Parties; or (iii) when the Securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; or (iii) if the Party is a Securityholder, when all of the Securityholder’s 's Securities have been released from escrow pursuant to this Agreement. (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is as evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; (ii) subject to subsection 11.3(2), upon the agreement of all Parties; or (iii) when the Securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; or (ii) if the Party is a Securityholder, when all of the Securityholder’s 's Securities have been released from escrow pursuant to this Agreement. (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; (ii) subject to subsection 11.3(2), upon the agreement of all Parties; or (iii) when the Securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; or (ii) if the Party is a Securityholder, when all of the Securityholder’s 's Securities have been released from escrow pursuant to this Agreement. (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, who are not Securityholders.. -------------------------------------------------------------------------------- FORM 5D ESCROW AGREEMENT PAGE 17 (AS AT AUGUST 2002) (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, who are not Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(312.3(3), this Agreement shall only terminate: (a) with respect to all the Parties: (i) as specifically provided in this Agreement; (ii) subject to subsection 11.3(2section 12.3(2), upon the agreement of all Parties; or or (iii) when the Securities escrow securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; or (ii) if the Party is a Securityholder, when all of the Securityholder’s Securities escrow securities have been released from escrow pursuant to this Agreement. (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii12.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 10.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Termination, Amendment, and Waiver of Agreement. (1) Subject to subsection 11.3(3), this Agreement shall only terminate: (a) with respect to all the Parties:: -------------------------------------------------------------------------------- FORM 5D ESCROW AGREEMENT PAGE 16 (AS AT AUGUST 2002) (i) as specifically provided in this Agreement; (ii) subject to subsection 11.3(2), upon the agreement of all Parties; or (iii) when the Securities of all Securityholders have been released from escrow pursuant to this Agreement; and (b) with respect to a Party: (i) as specifically provided in this Agreement; or (ii) if the Party is a Securityholder, when all of the Securityholder’s 's Securities have been released from escrow pursuant to this Agreement. (2) An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, who are not Securityholders. (3) Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (4) No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: (a) is evidenced by a memorandum in writing signed by all Parties; (b) if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and (c) has been approved by a majority vote of securityholders of the Issuer excluding in each case, who are not Securityholders. (5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.