Common use of Vendor’s Representations and Warranties Clause in Contracts

Vendor’s Representations and Warranties. The Vendor represents and warrants to the Purchaser that: (a) The Vendor is a company duly incorporated, organized and subsisting under the laws of the Cayman Islands. (b) The Vendor is the legal and beneficial owner of the Shares free and clear of all liens, charges, encumbrances, hypothecs, pledges, mortgages, security interests of any nature, adverse claims, options, rights of pre-emption, and any other rights of others (collectively, “Encumbrances”). (c) Other than the Shares and the common shares and the share purchase warrants of the Corporation held by XXX, neither the Vendor nor any of its Affiliates own any shares of the Corporation or any of its subsidiaries or any securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares of the Corporation or its subsidiaries. (d) The Vendor has good and sufficient power, authority and right to enter into and deliver this Agreement and to transfer the legal and beneficial title and ownership of the Shares to the Purchaser free and clear of all Encumbrances and, upon payment of the Purchase Price, the Purchaser will acquire good and valid title to the Shares, free and clear of all Encumbrances. (e) The Shares are freely tradeable in all the provinces and territories of Canada. (f) The Vendor is entitled to sell and transfer to the Purchaser the full legal and beneficial ownership of the Shares on the terms of this Agreement without the consent of any third party. (g) The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of the Vendor. (h) This Agreement constitutes a valid and legally binding obligation of the Vendor, enforceable against the Vendor in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court. (i) There is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon the Vendor to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Shares other than pursuant to the provision of this Agreement. (j) There is no outstanding voting trust, proxy or other similar agreement with respect to the voting of the Shares, other than the proxy granted to the Purchaser as contemplated under the terms of this Agreement. (k) To the Vendor’s knowledge, neither entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by the Vendor will result in the violation of: (i) any of the provisions of the constating documents or by-laws of the Vendor; (ii) any contract (written or oral) or other instrument to which the Vendor is a party or by which the Vendor is bound; or (iii) any law, statute, rule, regulation, or any existing applicable decree, judgment, or order by any court, administrative agency, or other governmental body (collectively, “Law”), in respect of which the Vendor must comply. (l) The Vendor has not disclosed to the Purchaser any confidential or material, non-public information concerning the Shares or the Corporation. The representations and warranties of the Vendor set forth in Section 7 will survive the Closing.

Vendor’s Representations and Warranties. The Vendor represents and warrants to the Purchaser that: (a) The Vendor is a company duly incorporated, organized and subsisting an open-ended trust established under the laws of the Cayman Islands.Province of Ontario; (b) The Vendor is the legal and beneficial owner of the Shares Securities free and clear of all liens, charges, encumbrances, hypothecs, pledges, mortgages, security interests of any nature, adverse claims, options, rights of pre-emption, and any other rights of others (collectively, “Encumbrances”). (c) Other than (i) the Shares and the common shares and Warrants, (ii) the share purchase warrants of the Corporation Common Shares held by XXXXXX and (iii) 277,103 Common Shares which are held by the Vendor that are subject to resale restrictions under the United States Securities Act of 1933 (the “Restricted Shares”), as amended, neither the Vendor nor any of its Affiliates own any shares of the Corporation or any of its subsidiaries or any securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares of the Corporation or its subsidiaries. (d) The Vendor has good and sufficient power, authority and right to enter into and deliver this Agreement and to transfer the legal and beneficial title and ownership of the Shares Securities to the Purchaser free and clear of all Encumbrances and, upon payment of the Purchase Price, the Purchaser will acquire good and valid title to the SharesSecurities, free and clear of all Encumbrances. (e) The Shares are are, and the common shares issuable pursuant to the Warrants, will be freely tradeable in all the provinces and territories of Canada. (f) The Vendor is entitled to sell and transfer to the Purchaser the full legal and beneficial ownership of the Shares Securities on the terms of this Agreement without the consent of any third party. (g) The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of the Vendor. (h) This Agreement constitutes a valid and legally binding obligation of the Vendor, enforceable against the Vendor in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court. (i) There is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon the Vendor to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Shares Securities other than pursuant to the provision of this Agreement. (j) There is no outstanding voting trust, proxy or other similar agreement with respect to the voting of the Shares, other than the proxy granted to the Purchaser as contemplated under the terms of this Agreement. (k) To the Vendor’s knowledge, neither entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by the Vendor will result in the violation of: (i) any of the provisions of the constating documents or by-laws of the Vendor; (ii) any contract (written or oral) or other instrument to which the Vendor is a party or by which the Vendor is bound; or (iii) any law, statute, rule, regulation, or any existing applicable decree, judgment, or order by any court, administrative agency, or other governmental body (collectively, “Law”), in respect of which the Vendor must comply. (l) The Vendor is not a non-resident person under the Income Tax Act (Canada). (m) The Vendor has not disclosed to the Purchaser any confidential or material, non-public information concerning the Shares Securities or the Corporation. The representations and warranties of the Vendor set forth in Section 7 will survive the Closing.

Vendor’s Representations and Warranties. The Vendor represents and warrants hereby makes to the Purchaser thatthe following representations and warranties and acknowledges that the Purchaser is relying upon such representations and warranties in connection with entering into this Agreement: (a) The Vendor Corporation is a company corporation duly incorporated, organized and subsisting under the laws of the Cayman IslandsState of Delaware with the corporate power to own its assets and to carry on its business. (b) The Vendor is has the legal and beneficial owner of the Shares free and clear of all liens, charges, encumbrances, hypothecs, pledges, mortgages, security interests of any nature, adverse claims, options, rights of pre-emption, and any other rights of others (collectively, “Encumbrances”). (c) Other than the Shares and the common shares and the share purchase warrants of the Corporation held by XXX, neither the Vendor nor any of its Affiliates own any shares of the Corporation or any of its subsidiaries or any securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares of the Corporation or its subsidiaries. (d) The Vendor has good and sufficient power, authority and right to enter into and deliver this Agreement and to transfer complete the legal transactions contemplated to be completed by the Vendor hereunder. (c) The authorized capital of the Corporation consists only of common shares, of which only the Shares have been duly and beneficial title validly allotted and ownership issued to the Vendor. All of the Shares to are outstanding as fully paid and non-assessable and are registered in the Purchaser free names of and clear beneficially owned by the Vendor. (d) No Person has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of all Encumbrances andbecoming an agreement or option (including rights under convertible securities, upon payment warrants or convertible obligations of any nature, rights of exchange, plans or other agreement of any character): (i) for the purchase, subscription, allotment or issuance of any of the Purchase Price, unissued shares in the Purchaser will capital of the Corporation or of any other securities of the Corporation; or (ii) to purchase or otherwise acquire good and valid title to from the Shares, free and clear Vendor all or any part of all Encumbrancesthe Shares or any interest therein or part thereof. (e) The Vendor is the beneficial owner of record of the Shares are freely tradeable with good and marketable title thereto free and clear of all Charges of any Person of every nature, kind and description whatsoever, save and except for the general security interest granted to the Purchaser pursuant to the Debentures (as defined in all the provinces Settlement Agreement). The Vendor has the exclusive right and territories of Canadafull power and authority to sell, transfer and deliver good and marketable title to such shares to the Purchaser as herein contemplated, subject only to the Charge set out in the Debentures. (f) The Vendor is entitled to sell and transfer to the Purchaser the full legal and beneficial ownership of the Shares on the terms of this Agreement without the consent of any third party. (g) The execution, delivery and performance of this This Agreement has been duly authorized and validly executed and delivered by all necessary corporate action on the part of Vendor and constitutes, and the Vendor. (h) This Agreement constitutes a documents and instruments to be delivered by the Vendor pursuant hereto at the Closing when executed and delivered will constitute valid and legally binding obligation obligations of the Vendor, enforceable against the Vendor in accordance with its their respective terms subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ ' rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court. (g) The corporate records and minute books of the Corporation are complete and accurate in all material respects and contain complete and accurate copies of all articles of incorporation and articles of amendment pertaining to the Corporation and no applications or filings which would alter in any way the constating documents or corporate status of the Corporation are presently outstanding. All minutes of meetings recorded in the said minute books are complete and accurate in all material respects and all such meetings were duly called, convened and held. The register of shareholders, registers of transfers and the register of directors of the Corporation are complete and accurate in all material respects. (h) The books of account, ledgers and other financial records of the Corporation have been maintained in accordance with good business practices, are complete and accurate in all material respects and fairly set out and disclose, in all material respects, in accordance with good bookkeeping and proper accounting practices and, where applicable, in accordance with Generally Accepted Accounting Principles, the financial position of the Corporation as at May 31, 2008 and there are no material matters or transactions of the Corporation in respect of which, complete and appropriate entries have not been made or recorded in such books, ledgers and records. No financial information, records or systems pertaining to the operation or administration of the Corporation or its business are in the possession of, recorded, stored, maintained by or otherwise dependent on any other Person. (i) There is no contractExcept for the Tax return for the fiscal year ended May 31, option 2009, the Corporation has filed all federal, state, local and other Tax returns and reports required to be filed by it and has paid all Taxes interest and penalties (if any) shown to be due by such returns or any other right of another binding upon or which at any time reports. The information contained in the future may become binding upon the Vendor to sellsuch returns and reports was true and correct and properly and accurately reflected all Taxes, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Shares other than pursuant interest and penalties (if any) due and payable with respect to the provision of this Agreementperiods covered thereby. (j) There is are no outstanding voting trustaudits, proxy assessments, reassessments, actions, suits, proceedings, investigations or claims pending or, to the best of the knowledge, information and belief of the Vendor, threatened against the Corporation with respect to Taxes or any matter under discussion with any governmental authority relating to Taxes asserted by any such authority. The Corporation has not given or been requested to give waivers of any statute of limitation relating to the payment of any Taxes or relating to the statutory period within which an assessment, reassessment, or other similar agreement proceeding in respect of prior fiscal periods may be issued by any appropriate authority and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the voting filing of any report or return by or the payment of any Tax of the Shares, other than the proxy granted to the Purchaser as contemplated under the terms of this AgreementCorporation. (k) To The Corporation has withheld from each payment made, or deemed under the Vendor’s knowledgeUS Tax Act to have been made, neither by it or credited or deemed to have been credited by it, to any Person the amount of all Taxes and all other deductions required to be withheld therefrom and has paid the same to the proper taxing or other authority within the time required under all applicable legislation and regulations. (l) The Corporation has not, since the date of its incorporation, carried on business in any jurisdiction. (m) The only transactions to which the Corporation has ever been a party related to: (i) the subscription for units in Zor Pharmaceuticals, LLC ("Zor LLC"); and (ii) a loan from the Vendor pursuant to which it received a principal amount of $2,500.00. All the obligations and liabilities of the Corporation arising out of transaction (i) have been fully performed. (n) As of the date hereof, the only asset of the Corporation is the shares in Zor LLC which are beneficially owned by the Corporation and, to the knowledge of Lorus as of December 15, 2008, comprise not less than nineteen (19%) percent of all of the issued and outstanding shares of Zor LLC. (o) The Corporation has never had and does not currently have any employees, nor is the Corporation a party to or otherwise bound by any consulting agreements, service agreements, management agreements or employment contracts. (p) Neither the entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by the Vendor will result in the violation of: (i) any of the provisions of the constating documents or by-laws of the VendorVendor or of the Corporation; (ii) any contract (written or oral) agreement or other instrument to which the Vendor or the Corporation is a party or by which the Vendor or the Corporation is bound; or (iii) any law, statute, rule, regulation, or any existing applicable decree, judgment, or order by any court, administrative agency, or other governmental body (collectively, “Law”), Applicable Law in respect of which the Vendor or the Corporation must comply. (lq) The Vendor has is not disclosed a non-resident person within the meaning of section 116 of the Tax Act. (r) No suit, action or other legal proceedings of any nature, kind or description whatsoever are pending or, to the knowledge of the Vendor are threatened which would restrain or otherwise prevent, in any manner, the Vendor from effectually and legally transferring good and marketable title to the Shares to the Purchaser hereunder. (s) No Person is indebted to the Corporation and the Corporation is not indebted to any confidential or material, non-public information concerning Person with the Shares or exception of $2,500.00 which it owes to the Corporation. The representations and warranties Vendor as repayment of the Vendor set forth in Section 7 will survive the Closingprincipal amount of a loan.

Vendor’s Representations and Warranties. (1) The Vendor represents and warrants to the Purchaser that: (a) The Vendor is has the power, authority and right to enter into, deliver and perform its obligations under this Agreement and this Agreement constitutes a company duly incorporatedvalid and legally binding obligation of the Vendor, organized enforceable against the Vendor in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization and subsisting under the other laws of general application limiting the Cayman Islandsenforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court. (b) Neither the entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by the Vendor will result in the violation of any of the provisions of the constating documents or by-laws of the Vendor. (c) As at the date hereof, The Vendor is the legal beneficial owner of _________Old Lorus Shares. (2) The Vendor represents and warrants to the Purchaser upon receipt of the Selling Shares in accordance with the Arrangement and subject to the due and proper implementation of the Arrangement in accordance with its terms that, at the time in the Arrangement at which the transactions contemplated by this Agreement are to occur (the “Share Purchase Time”): (a) The Vendor will be the sole beneficial owner of the Selling Shares free and clear of all liens, charges, encumbrances, hypothecs, pledges, mortgages, security interests of any nature, adverse claims, options, rights of pre-emption, encumbrances and any other rights of others (collectively, “Encumbrances”)others. (c) Other than the Shares and the common shares and the share purchase warrants of the Corporation held by XXX, neither the Vendor nor any of its Affiliates own any shares of the Corporation or any of its subsidiaries or any securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares of the Corporation or its subsidiaries. (db) The Vendor has good and sufficient will have the power, authority and right to enter into and deliver this Agreement and to transfer the legal and beneficial title and ownership of the Selling Shares to the Purchaser free and clear of all Encumbrances andliens, upon payment charges, encumbrances and any other rights of the Purchase Price, the Purchaser will acquire good and valid title to the Shares, free and clear of all Encumbrancesothers. (e) The Shares are freely tradeable in all the provinces and territories of Canada. (f) The Vendor is entitled to sell and transfer to the Purchaser the full legal and beneficial ownership of the Shares on the terms of this Agreement without the consent of any third party. (g) The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of the Vendor. (hc) This Agreement constitutes a valid and legally binding obligation of the Vendor, enforceable against the Vendor in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court. (id) There is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon the Vendor to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Selling Shares other than pursuant to the provision provisions of this Agreement. (je) There is no outstanding voting trust, proxy or other similar agreement with respect to the voting of the Shares, other than the proxy granted to the Purchaser as contemplated under the terms of this Agreement. (k) To the Vendor’s knowledge, neither entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by the Vendor will result in the violation of: (i) any of the provisions of the constating documents or by-laws of the Vendor; (ii) any contract (written or oral) or other instrument to which the The Vendor is a party or by which limited partnership constituted under the Vendor is bound; or (iii) any law, statute, rule, regulation, or any existing applicable decree, judgment, or order by any court, administrative agency, or other governmental body (collectively, “Law”), in respect laws of Germany all the partners of which the Vendor must comply. (l) The Vendor has not disclosed to the Purchaser any confidential or material, are non-public information concerning resident of Canada within the Shares or the Corporation. The representations and warranties meaning of section 248(1) of the Vendor set forth in Section 7 will survive the ClosingIncome Tax Act (Canada).

Vendor’s Representations and Warranties. The Vendor represents and warrants to the Purchaser that: (1) Corporate (a) The Vendor is a company corporation duly incorporated, organized and subsisting under the laws of Delaware with the Cayman Islandscorporate power to own its assets and to carry on its business and has made all necessary filings under all Applicable Laws. (b) The Vendor is has the legal and beneficial owner of the Shares free and clear of all liens, charges, encumbrances, hypothecs, pledges, mortgages, security interests of any nature, adverse claims, options, rights of pre-emption, and any other rights of others (collectively, “Encumbrances”). (c) Other than the Shares and the common shares and the share purchase warrants of the Corporation held by XXX, neither the Vendor nor any of its Affiliates own any shares of the Corporation or any of its subsidiaries or any securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares of the Corporation or its subsidiaries. (d) The Vendor has good and sufficient power, authority and right to enter into and deliver this Agreement and to transfer the legal and beneficial title and ownership of the Shares Purchased Assets to the Purchaser free and clear of all Encumbrances andliens, upon payment charges, encumbrances and any other rights of the Purchase Price, the Purchaser will acquire good and valid title to the Shares, free and clear of all Encumbrancesothers. (e) The Shares are freely tradeable in all the provinces and territories of Canada. (f) The Vendor is entitled to sell and transfer to the Purchaser the full legal and beneficial ownership of the Shares on the terms of this Agreement without the consent of any third party. (g) The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of the Vendor. (hc) This Agreement constitutes a valid and legally binding obligation of the Vendor, Vendor enforceable against the Vendor in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court. (id) There is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon the Vendor to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Shares Purchased Assets other than pursuant to the provision provisions of this Agreement. (je) There is no outstanding voting trust, proxy or other similar agreement with respect to Neither the voting of the Shares, other than the proxy granted to the Purchaser as contemplated under the terms of this Agreement. (k) To the Vendor’s knowledge, neither entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by the Vendor will result in the violation of: (i) any of the provisions of the constating documents or by-laws of the Vendor; (ii) any contract (written or oral) agreement or other instrument to which the Vendor is a party or by which the Vendor is bound; or (iii) any law, statute, rule, regulation, or any existing applicable decree, judgment, or order by any court, administrative agency, or other governmental body (collectively, “Law”), Applicable Law in respect of which the Vendor must comply. (l) The Vendor has not disclosed to the Purchaser any confidential or material, non-public information concerning the Shares or the Corporation. The representations and warranties of the Vendor set forth in Section 7 will survive the Closing.

Vendor’s Representations and Warranties. The 5.01 Every covenant, representation, or warranty of the Vendors contained herein will be their several (and not joint) covenant, representation, or warranty. 5.02 In order to induce the Purchaser to enter into and consummate this Agreement, each Vendor hereby represents and warrants to the Purchaser, and acknowledges that the Purchaser thatis relying upon such representations and warranties in connection with the purchase of the Vendors’ Shares, as follows: (a) The Vendor is a company duly incorporatedexcept for the 0934221 Interest, organized and subsisting under the laws of the Cayman Islands. (b) The Vendor is the legal registered and beneficial owner of that number of Common Shares shown against the Shares Vendor’s name in Schedule “A” hereto, free and clear of all liens, charges, encumbrances, hypothecs, pledges, mortgages, security interests of any nature, adverse claims, options, rights of pre-emption, charges and any other rights of others (collectively, “Encumbrances”).Encumbrances whatsoever; (cb) Other than the Shares and the common shares and the share purchase warrants of the Corporation held by XXX, neither the Vendor nor any of its Affiliates own any shares of the Corporation or any of its subsidiaries or any securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares of the Corporation or its subsidiaries. (d) The Vendor has good due and sufficient power, right and authority and right to enter into and deliver this Agreement on the terms and conditions herein set forth and to transfer the legal registered and beneficial title and ownership of the his Vendors’ Shares to the Purchaser free and clear of all Encumbrances and, upon payment of the Purchase Price, the Purchaser will acquire good and valid title to the Shares, free and clear of all Encumbrances.Purchaser; (ec) The Shares are freely tradeable in all the provinces execution and territories of Canada. (f) The Vendor is entitled to sell and transfer to the Purchaser the full legal and beneficial ownership of the Shares on the terms delivery of this Agreement without and the consent completion of any third party. (g) The execution, delivery and performance of this Agreement has the transaction contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Vendor. (h) This , and this Agreement constitutes a legal, valid and legally binding obligation of the Vendor, Vendor enforceable against the Vendor in accordance with its terms subject however to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the limitations with respect to enforcement of creditors’ rights generally imposed by law in connection with bankruptcy or similar proceedings and to the fact extent that equitable remedies such as specific performance is an equitable remedy available only and injunction are in the discretion of the court.court from which they are sought; (id) There is no contractthe execution, option or any other right of another binding upon or which at any time in the future may become binding upon the Vendor to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Shares other than pursuant to the provision of this Agreement. (j) There is no outstanding voting trust, proxy or other similar agreement with respect to the voting of the Shares, other than the proxy granted to the Purchaser as contemplated under the terms of this Agreement. (k) To the Vendor’s knowledge, neither entering into nor the delivery and performance of this Agreement nor and the completion of the transactions contemplated hereby by the Vendor will result in the violation ofnot: (i) violate any of the provisions of the constating documents or by-laws of the Vendor; (ii) any contract (written or oral) or other instrument agreement to which the Vendor is a party or by which it is bound, and will not give any Person or company any right to terminate or cancel any agreement or any right enjoyed by the Vendor is bound; orwith respect to his Vendors’ Shares, (ii) result in the creation or imposition of any lien, Encumbrance or restriction of any nature whatsoever in favour of a third party upon or against his Vendors’ Shares, and (iii) violate any law, statuteregulation or applicable order of any court, rulearbitrator or governmental authority, regulationor, if applicable, conflict with or result in a breach of the Vendor’s charter documents, as applicable, or the resolutions of the Vendor’s directors or shareholders, as applicable; (e) no Person, firm or corporation other than the Purchaser has any agreement or option or a right capable of becoming an agreement for the purchase of the Vendors’ Shares, or any existing applicable decreeright capable of becoming an agreement for the purchase, judgmentsubscription or issuance of any of the unissued shares in the capital of the Company; (f) each Vendor is a non-resident of Canada within the meaning of the Income Tax Act (Canada) (“ITA”); (g) there is no basis for and there are no actions, suits, judgments, investigations or proceedings outstanding, pending, or order to the knowledge of the Vendor, threatened against or affecting the Vendors’ Shares at law or in equity or before or by any courtgovernmental authority, administrative commission, board, bureau or agency; (h) neither the Vendor nor any company controlled by the Vendor owns any property or assets which are used by the Company or are necessary or useful in the conduct of its Business; (i) Each of the Vendors is a resident of a country other than Canada or the United States (as defined in Regulation S promulgated under the Securities Act of 1933) (an “International Jurisdiction”) or will complete the accredited investor questionnaire attached hereto as Schedule “G”; (j) each of the Vendors is knowledgeable of, or has been independently advised as to, the securities Laws having applications to the Vendors and all regulatory notices, orders, rules, regulations, policies and other governmental body instruments incidental thereto (collectively“International Securities Laws”) which would apply to the issuance of the Purchaser Shares; (k) each of the Vendors is acquiring the Purchaser Shares pursuant to an applicable exemption from any prospectus, “Law”)registration or similar requirements under the International Securities Laws of that International Jurisdiction, in respect or, if such is not applicable, is permitted to acquire the Purchaser Shares under the International Securities Laws of which the Vendor must comply.International Jurisdiction without the need to rely on exemptions; (l) The the acquisition of the Purchaser Shares by each of the Vendors does not contravene any of the International Securities Laws applicable to such the Vendor and the Purchaser and does not give rise to any obligation of the Purchaser to prepare and file a prospectus or similar document or to register the Purchaser Shares or to be registered with any governmental or regulatory authority; (m) the International Securities Laws do not require the Purchaser to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction with respect to such share issuances; (n) each of the Vendors hereby certifies that he is not resident in British Columbia; (o) no securities commission or similar regulatory authority has reviewed or passed on the merits of the securities; (p) there is no government or other insurance covering the securities; (q) there are risks associated with the purchase of the securities; (r) there are restrictions on the purchaser’s ability to resell the securities and it is the responsibility of the purchaser to find out what those restrictions are and to comply with them before selling the securities; (s) the Purchaser has advised the Vendors that the Purchaser is relying on an exemption from the requirements to provide the Vendors with a prospectus under the British Columbia Securities Act and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the British Columbia Securities Act, including statutory rights of rescission or damages, will not disclosed be available to the Vendors; and (t) the Vendors covenant and represent and warrant in favour of the Purchaser any confidential or material, non-public information concerning that all of the Shares or the Corporation. The representations and warranties set forth herein shall be true and correct at the Time of Closing as if made on that date. 5.03 Notwithstanding any investigations or enquiries made by the Purchaser prior to the Closing Date or the waiver of any condition by the Purchaser, the representations, warranties, covenants and agreements of the Vendor set forth in Section 7 will Vendors shall survive the ClosingClosing Date by a period of 12 months and notwithstanding the closing of the purchase and sale herein provided for, shall continue in full force and effect.

Vendor’s Representations and Warranties. The Vendor represents 6.1.1 CDPQ and warrants to CDP Investissements hereby solidarily represent and warrant as follows, with the Purchaser thatunderstanding that such representations and warranties shall be the exclusive source of representations and warranties of CDPQ and CDP Investissements for the benefit of the Purchaser: (a) The Vendor CDP Investissements is a company duly incorporated, organized existing and subsisting in good standing under the laws of Québec with the Cayman Islandscorporate power to own and dispose of its property, including the CDP Units, and CDPQ is a legal person duly constituted, existing and in good standing under the laws of Québec with the power to own and dispose of its property including the CDPQ Shares. (b) The Vendor is Each of CDP Investissements and CDPQ has the legal necessary authority, power and beneficial owner of the Shares free capacity to enter into this Agreement and clear of all liens, charges, encumbrances, hypothecs, pledges, mortgages, security interests of any nature, adverse claims, options, rights of pre-emption, and any other rights of others (collectively, “Encumbrances”)to perform its obligations hereunder. (c) Other than the Shares and the common shares and the share purchase warrants of the Corporation held by XXX, neither the Vendor nor any of its Affiliates own any shares of the Corporation or any of its subsidiaries or any securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares of the Corporation or its subsidiaries. (d) The Vendor has good and sufficient power, authority and right to enter into and deliver this Agreement and to transfer the legal and beneficial title and ownership of the Shares to the Purchaser free and clear of all Encumbrances and, upon payment of the Purchase Price, the Purchaser will acquire good and valid title to the Shares, free and clear of all Encumbrances. (e) The Shares are freely tradeable in all the provinces and territories of Canada. (f) The Vendor is entitled to sell and transfer to the Purchaser the full legal and beneficial ownership of the Shares on the terms of this Agreement without the consent of any third party. (g) The execution, delivery and performance of this This Agreement has been duly and validly authorized by all necessary requisite corporate action on the part of the Vendor. (h) This Agreement proceedings and constitutes a legal, valid and legally binding obligation obligations of the Vendoreach of CDP Investissements and CDPQ, enforceable against the Vendor such party in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the a court). (d) Neither the entering into or the delivery of this Agreement, nor the performance by each of CDPQ and CDP Investissements of its obligations hereunder will conflict with or constitute a default under: (i) There any Applicable Laws; (ii) any of the provisions of their constating documents or by-laws; or (iii) the provisions of any Contract to which they may be a party or by which they or any of their assets may be bound. (e) CDPQ is the legal and beneficial owner of record of the CDPQ Shares, and CDP Investissements is the legal and beneficial owner of record of the CDP Units, in each case with good and marketable title thereto, free and clear of all Encumbrances (except for Permitted Encumbrances), other than the Governance Agreements. None of the CDPQ Shares or CDP Units is subject to any voting trust, shareholder agreement or voting agreement other than the Governance Agreements. Upon completion of the transactions contemplated by this Agreement, all of the CDPQ Shares and CDP Units will be owned by the Purchaser as the beneficial owner of record, with good title thereto, free and clear of all Encumbrances (except for Permitted Encumbrances and such Encumbrances as may have been granted by the Purchaser). (f) Except for the Governance Agreements, there is no contract, option Contract or any other right of another any Person, other than the Purchaser, binding upon upon, or which at any time in the future may become binding upon the Vendor upon, CDPQ or CDP Investissements to sell, transfer, assign, pledge, chargehypothecate, mortgage mortgage, charge or in any other way dispose of or encumber any of the CDPQ Shares other than pursuant to or the provision of this AgreementCDP Units. (jg) There Neither CDPQ nor CDP Investissements is at the date hereof, nor will either of them be at the Time of Closing, a non-resident of Canada for the purposes of the Tax Act. (h) Except as expressly provided in this Section 6.1.1, CDPQ and CDP Investissements make no outstanding voting trustrepresentations or warranties of any nature whatsoever with respect to any information or documentation provided to the Purchaser, proxy or other similar agreement nor with respect to the voting Facilities or the Business. 6.1.2 ABC represents and warrants to and in favour of the SharesPurchaser as follows, with the understanding that, other than the proxy granted to representations and warranties set forth in Schedule 6.2, such representations and warranties shall be the Purchaser as contemplated exclusive source of representations and warranties of ABC for the benefit of the Purchaser: (a) ABC is a corporation continued under the terms federal laws of this AgreementCanada, is existing and in good standing under the federal laws of Canada with the corporate power to own and dispose of its property, including the ABC Units and ABC Shares. (kb) To ABC has the Vendor’s knowledgenecessary authority, neither power and capacity to enter into this Agreement and the Definitive Agreements to which it is a party and to perform its obligations hereunder and thereunder. (c) This Agreement has been, and the Definitive Agreements to which ABC is a party will be, prior to Closing, duly and validly authorized by all requisite corporate proceedings and constitutes legal, valid and binding obligations of ABC enforceable against ABC in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and the fact that specific performance is an equitable remedy available only in the discretion of a court). (d) Neither the entering into nor or the delivery of this Agreement or the Definitive Agreements to which it is a party, nor the completion performance by ABC of the transactions contemplated hereby by the Vendor its obligations hereunder and thereunder will result in the violation of: conflict with or constitute a default under; (i) any Applicable Laws; (ii) any of the provisions of the constating documents or by-laws of ABC; (iii) the Vendor; (ii) provisions of any contract (written or oral) or other instrument Contract to which the Vendor is it may be a party or by which the Vendor is it or any of its assets may be bound; or (iii) any law, statute, rule, regulation, or (iv) the provisions of any existing applicable decree, judgment, Contract to which any of the ACH Parties may be a party or order by which it or any court, administrative agency, or other governmental body (collectively, “Law”), in respect of which the Vendor must complyits assets may be bound. (le) The Vendor has not disclosed ABC is the legal and beneficial owner of record of the ABC Shares and the ABC Units, in each case with good and marketable title thereto. None of the ABC Shares or ABC Units is subject to any voting trust, shareholder agreement or voting agreement other than the Governance Agreements. Upon completion of the transactions contemplated by this Agreement, all of the ABC Shares and ABC Units will be owned by the Purchaser as the legal and beneficial owner of record, with good title thereto, and, at the Time of Closing, will be free and clear of all Encumbrances (except for Permitted Encumbrances and such Encumbrances as may have been granted by the Purchaser). (f) Except for the Governance Agreements, there is no Contract or any confidential other right of any Person, other than the Purchaser, binding upon, or materialwhich at any time in the future may become binding upon ABC to sell, non-public information concerning transfer, assign, pledge, hypothecate, mortgage, charge or in any other way dispose of or encumber any of the ABC Shares or the Corporation. ABC Units. (g) ABC is not at the date hereof nor will it be at the Time of Closing a non-resident of Canada for the purposes of the Tax Act. 6.1.3 The parties acknowledge and agree that the disclosures in any Schedule to this Agreement shall be deemed not to have been disclosed for the purposes of the other representations and warranties, except for specific facts disclosed in a Schedule to this Agreement (for certainty, excluding the facts and information included in the studies, reports and other documents referred to in a Schedule where such facts are not specifically referred to in such Schedule) which shall be deemed to have been disclosed in another Schedule to this Agreement if such facts are indicated by appropriate reference to the relevant Schedule in such other Schedule to this Agreement. 6.1.4 Except as expressly provided in Section 6.1.2 and in Schedule 6.2, ABC makes no representations or warranties of any nature whatsoever with respect to any information or documentation provided to the Vendor set forth in Section 7 will survive Purchaser, nor with respect to the ClosingFacilities or the Business.