Common use of Covenants of the Vendor Clause in Contracts

Covenants of the Vendor. 6.1 The Vendor hereby covenants that, at the Time of Closing, the Vendor will: (a) furnish the Purchaser with a certificate of the Vendor stating that the representations and warranties of the Vendor contained in this agreement are true at the Time of Closing, as though then made, and that the covenants of the Vendor to be complied with at or prior to the Time of Closing have been complied with, provided that the receipt of such evidence and the closing of the transaction contemplated herein shall not be a waiver of the representations, warranties and covenants of the Vendor which are contained in this agreement; (b) cause all necessary steps and proceedings to be taken so that the Purchased Shares may be properly transferred to the Purchaser at the Time of Closing; and in that regard, deliver to the Purchaser at the Time of Closing certificates representing all of the Purchased Shares, such certificates being duly endorsed for transfer to the Purchaser, and cause transfers of all the Purchased Shares to be duly and regularly recorded in the name of the Purchaser or as it may in writing direct; (c) cause all of the directors and officers of the Corporation as are specified by the Purchaser to resign in favour of nominees of the Purchaser. All shareholder's and director's resolutions required to cause the actions of this Section 6.1(d) shall be approved at the Time of Closing; (d) deliver and cause to be delivered by all of the directors and officers of the Corporation and by the Vendor, as shareholder of the Corporation, a complete release, with effect from the Time of Closing, of all claims against the Corporation of any and all matters whatsoever; and (e) deliver and cause to be delivered to the Purchaser the corporate seal, minute books, share certificates, share certificate books, share transfers, share register books, directors' register and any and all documents, records, books, instruments and agreements of or pertaining or relating to the Corporation and its Business, property and assets. 6.2 The Vendor hereby covenants that, subsequent to the Date of Closing, the Vendor will: (a) at the request and expense of the Purchaser, execute and deliver such additional conveyances, transfers and other assurances as may be required to carry out the intent of this agreement and to transfer the Purchased Shares to the Purchaser;

Covenants of the Vendor. 6.1 (a) The Vendor hereby covenants thatshall indemnify, at save, hold harmless, discharge and release the Time of Closing, the Vendor willPurchaser from and against any and all Claims arising from or based on: (ai) furnish any breach in any representation, warranty or covenant made by the Purchaser Vendor in this Agreement or any other agreement to be entered into in connection with a certificate the transactions contemplated hereby or any certificates delivered or to be delivered by or on behalf of the Vendor stating pursuant to the terms of this Agreement (collectively, the "Vendor's Documents"); (ii) any liability or other Claims or obligations respecting Software delivered to users that is not Year 2000 Compliant; (iii) any Claims of any employees for unpaid wages or compensation or accrued and unpaid vacation pay, or Claims respecting unpaid employer contributions (if any) including without limitation of worker's safety insurance, pension premiums and other source deductions or employment benefits respecting the employment of such employees by the Vendor prior to the Effective Date and any and all costs incurred by Purchaser in the event of a determination by any governmental authority or court that, the Purchaser is responsible for employer obligations prior to the Effective Date; and (iv) any failure on the part of the Vendor to obtain from the parties to all Contracts any required, consent to the assignment of the Vendor's interest in the Contracts to the Purchaser; or (b) The Vendor will ensure that the representations and warranties of the Vendor contained in this agreement are true at the Time of Closing, as though then made, and that the covenants of the Vendor to be complied with at or prior to the Time of Closing have been complied with, provided that the receipt of such evidence and the closing of the transaction contemplated herein shall not be a waiver of the representations, warranties and covenants of the Vendor which are contained in this agreement; (b) cause all necessary steps and proceedings to be taken so that the Purchased Shares may be properly transferred to the Purchaser at the Time of Closing; and in that regard, deliver to the Purchaser correct at the Time of Closing certificates representing all and that the conditions of closing for the Purchased Shares, such certificates being duly endorsed for transfer to the Purchaser, and cause transfers of all the Purchased Shares to be duly and regularly recorded in the name benefit of the Purchaser have been performed or as it may in writing direct;complied with by the Time of Closing. (c) cause The following limitation will apply with regard to the Claims for which the Vendor would otherwise have indemnification obligations under this Agreement: except as otherwise specified herein, the indemnities set forth in this Agreement shall not apply until the aggregate of all Claims total more than $75,000, in which event the indemnities under this Agreement shall apply to all Claims brought under this Agreement and not only those Claims which in the aggregate are in excess of $75,000. Notwithstanding the directors foregoing, the limitation set out above does not apply to Claims of any amount arising (i) under Section 2.4(b) hereof or (ii) from fraud, fraudulent misrepresentation and officers of the Corporation as are specified by the Purchaser to resign in favour of nominees of the Purchaser. All shareholder's and director's resolutions required to cause the actions of this Section 6.1(d) shall be approved at the Time of Closing;fundamental breach. (d) deliver and cause Vendor will continue to be delivered by responsible for and will discharge all obligations and liabilities for wages, severance or termination of employment including vacation pay, accrued to the Closing Date in respect of all employees of the directors Business. With respect to those employees in Schedule D hereof, the Purchaser assumes and officers of will discharge all such obligations and liabilities accruing after the Corporation and by the Vendor, as shareholder of the Corporation, a complete release, with effect from the Time of Closing, of all claims against the Corporation of any and all matters whatsoever; andClosing Date. (e) deliver The Vendor will indemnify and cause save harmless the Purchaser from and against all Claims for any commission or other remuneration payable or alleged to be delivered payable to any person in respect of the Purchaser sale and purchase of the corporate sealAssets, minute books, share certificates, share certificate books, share transfers, share register books, directors' register and any and all documents, records, books, instruments and agreements of whether such person purports to act or pertaining or relating to the Corporation and its Business, property and assets. 6.2 The Vendor hereby covenants that, subsequent to the Date of Closing, have acted for the Vendor will: (a) at in connection with the request and expense sale of the Purchaser, execute and deliver such additional conveyances, transfers and other assurances as may be required to carry out the intent of this agreement and to transfer the Purchased Shares to the Purchaser;Business.

Covenants of the Vendor. 6.1 (1) The Vendor hereby covenants thatshall indemnify and save harmless the Purchaser, Seller or any member thereof and the officers and directors of Seller or any member thereof from and against all liabilities (whether accrued, actual, contingent or otherwise), claims and demands whatsoever including, without limiting the generality of the foregoing, liabilities, claims and demands for income, sales, excise or other taxes, of or in connection with Seller or any member thereof existing or incurred as at or subsequent to the Time Representation Date and up to the Closing Date which are not disclosed in the Financial Statements, have not arisen in the usual and ordinary course of Closing, Seller or any member thereof’s business since the Vendor will:Representation Date or have arisen in the usual and ordinary course of Seller or any member thereof’s business since the Representation Date but for which adequate provision in Seller or any member thereof’s accounts has not been made. This indemnification will be valid for a period of 6 months following the Closing Date. (a2) furnish the Purchaser with a certificate of the The Vendor stating shall ensure that the representations and warranties of the Vendor contained set out in this agreement Section 3.01 over which the Vendor has reasonable control are true at the Time of Closing, as though then made, and that the covenants of the Vendor to be complied with at or prior to the Time of Closing have been complied with, provided that the receipt of such evidence and the closing of the transaction contemplated herein shall not be a waiver of the representations, warranties and covenants of the Vendor which are contained in this agreement; (b) cause all necessary steps and proceedings to be taken so that the Purchased Shares may be properly transferred to the Purchaser at the Time of Closing; and in that regard, deliver to the Purchaser correct at the Time of Closing certificates representing all and that the conditions of closing for the Purchased Shares, such certificates being duly endorsed for transfer to the Purchaser, and cause transfers of all the Purchased Shares to be duly and regularly recorded in the name benefit of the Purchaser set out in Section 5.01(1) over which the Vendor has reasonable control have been performed or as it may in writing direct; (c) cause all of the directors and officers of the Corporation as are specified complied with by the Purchaser to resign in favour of nominees of the Purchaser. All shareholder's and director's resolutions required to cause the actions of this Section 6.1(d) shall be approved at the Time of Closing;. (d3) deliver The Vendor shall indemnify and cause to be delivered save harmless the Purchaser from and against all losses, damages or expenses directly or indirectly suffered by all the Purchaser resulting from any breach of any covenant of the directors and officers of the Corporation and by the Vendor, as shareholder of the Corporation, a complete release, with effect Vendor contained in this Agreement or from the Time of Closing, of all claims against the Corporation of any and all matters whatsoever; and (e) deliver and cause to be delivered to the Purchaser the corporate seal, minute books, share certificates, share certificate books, share transfers, share register books, directors' register and inaccuracy or misrepresentation in any and all documents, records, books, instruments and agreements of representation or pertaining or relating to the Corporation and its Business, property and assetswarranty set forth in Section 3.01. 6.2 The Vendor hereby covenants that, subsequent to the Date of Closing, the Vendor will: (a) at the request and expense of the Purchaser, execute and deliver such additional conveyances, transfers and other assurances as may be required to carry out the intent of this agreement and to transfer the Purchased Shares to the Purchaser;

Covenants of the Vendor. 6.1 The Vendor hereby covenants that(1) Except as otherwise contemplated by this Agreement or consented to in writing by the Purchaser, at from the Time date of this Agreement until Closing, the Vendor will ensure that the Corporation will: (a) furnish carry on its business in the usual and ordinary course, consistent with past practice provided that for all acts and proceedings taken by the Corporation in the management and operation of its business involving a commitment in excess of $20,000 and/or any payment in excess of $10,000 made by the Corporation will be subject to the prior approval of the Purchaser, which approval will not be unreasonably withheld or delayed; (b) use all reasonable commercial efforts to preserve intact its business, organization and goodwill, to keep available the employees of its business as a group and to maintain satisfactory relationships with suppliers, distributors, customers and others with whom the Corporation has business relationships; (c) use all reasonable commercial efforts to cause its current insurance policies not to be cancelled or terminated or any other coverage thereunder to lapse, unless simultaneously with such terminations, cancellation or lapse, replacement policies underwritten by insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies, and where possible, for substantially similar premiums, are in full force and effect; (d) promptly advise the Purchaser with a certificate in writing of the occurrence of any Material Adverse Effect in respect of the Corporation or of any facts that come to their attention which would cause any of the Vendor’s representations and warranties herein contained to be untrue in any respect; (e) agrees to cooperate with and consent to the use of the name “VisualVault Technologies Inc.” and any derivations thereof and to not oppose the Purchaser’s use of such name or names; and (f) maintain the books, records and accounts of the Corporation in the usual and ordinary course, consistent with past practice and record all transactions on a basis consistent with that practice. (2) The Vendor stating will ensure that the representations and warranties of the Vendor contained set out in this agreement Section 3.01 over which the Vendor has reasonable control are materially true and correct at the Time of Closing, as though then made, except such representations and that the covenants of the Vendor to be complied with at or prior to the Time of Closing have been complied with, provided that the receipt of such evidence and the closing of the transaction contemplated herein shall not be a waiver of the representations, warranties and covenants of the Vendor which are contained in this agreement; (b) cause all necessary steps qualified by materiality, which representations and proceedings to warranties will be taken so that the Purchased Shares may be properly transferred to the Purchaser true and correct at the Time of Closing; and in that regard, deliver to the Purchaser at the Time of Closing certificates representing all of the Purchased Shares, such certificates being duly endorsed for transfer to the Purchaser, and cause transfers that the conditions of all closing for the Purchased Shares to be duly and regularly recorded in the name benefit of the Purchaser set out in Section 5.01 over which the Vendor has reasonable control have been performed or as it may in writing direct; (c) cause all of the directors and officers of the Corporation as are specified complied with by the Purchaser to resign in favour of nominees of the Purchaser. All shareholder's and director's resolutions required to cause the actions of this Section 6.1(d) shall be approved at the Time of Closing; (d) deliver and cause to be delivered by all of the directors and officers of the Corporation and by the Vendor, as shareholder of the Corporation, a complete release, with effect from the Time of Closing, of all claims against the Corporation of any and all matters whatsoever; and (e) deliver and cause to be delivered to the Purchaser the corporate seal, minute books, share certificates, share certificate books, share transfers, share register books, directors' register and any and all documents, records, books, instruments and agreements of or pertaining or relating to the Corporation and its Business, property and assets. 6.2 The Vendor hereby covenants that, subsequent to the Date of Closing, the Vendor will: (a) at the request and expense of the Purchaser, execute and deliver such additional conveyances, transfers and other assurances as may be required to carry out the intent of this agreement and to transfer the Purchased Shares to the Purchaser;

Covenants of the Vendor. 6.1 The Vendor hereby covenants that, at (1) From the Time of Closingdate hereof until the Closing Date, the Vendor willwill conduct the Business in the ordinary course of the normal day-to-day operations of Vendor and the Business consistent with past practices and undertaken in accordance with prudent business practices and in compliance with Laws. (2) Without limiting the generality of Section 4.1(1), the Vendor shall: (a) furnish not increase, in any manner, the compensation or employee benefits of any of the Employees or any pension, severance or termination amount or other employee benefit not required by the Benefit Plans, except where specifically approved by the Purchaser in advance; (b) not hire any new Employees for the Business, except where specifically approved by the Purchaser in advance, such approval not to be unreasonably withheld; and (c) remit, within the times provided for in governing legislation, all employee deductions and employer remittances required by Law or by contract to be made from the Employees' wages or salaries until the close of business on the Closing Date, to the authorities, persons or entities entitled to receive payments of such amounts. (3) In accordance with a certificate past practice, the Vendor shall pay on or before the Closing Date all supplier's invoices delivered to the Vendor due on or before the Closing Date relating to the Business and any of the Vendor stating that Purchased Assets. (4) The exercise of any rights of access or inspection by or on behalf of the Purchaser under this Section shall not affect or mitigate the covenants, representations and warranties of the Vendor contained hereunder which shall continue in this agreement are true at full force and effect. (5) The Vendor shall provide the Time of Closing, as though then made, and that Purchaser with the covenants Vendor's registration number under Part IX of the Vendor to be complied with at or Excise Tax Act (Canada) prior to Closing. (6) As soon as reasonably practical after the Time of Closing have been complied withDate and no later than 1 year after the Closing Date, provided that the receipt of such evidence and the closing of the transaction contemplated herein shall not be a waiver of the representations, warranties and covenants of the Vendor which are contained in this agreement; (b) cause all necessary steps and proceedings to be taken so that the Purchased Shares may be properly transferred to the Purchaser at the Time of Closing; and in that regard, shall deliver to the Purchaser at a bulk sale clearance certificate pursuant to Section 45 of The Tax Administration and Miscellaneous Taxes Act (Manitoba), a Disposition of Business Enterprise Certificate issued by the Time Manitoba Workers' Compensation Board, and confirmation of Closing certificates representing all good standing as of the Purchased SharesClosing Date as to remittances of withholdings, such certificates being duly endorsed for transfer to the PurchaserGST, CPP and cause transfers of all the Purchased Shares to be duly and regularly recorded in the name of the Purchaser or as it may in writing direct; (c) cause all of the directors and officers of the Corporation as are specified Employment Insurance premiums by the Purchaser to resign in favour of nominees of the Purchaser. All shareholder's and director's resolutions required to cause the actions of this Section 6.1(d) shall be approved at the Time of Closing; (d) deliver and cause to be delivered by all of the directors and officers of the Corporation and by the Vendor, as shareholder of the Corporation, a complete release, with effect Vendor from the Time of Closing, of all claims against the Corporation of any and all matters whatsoever; and (e) deliver and cause to be delivered to the Purchaser the corporate seal, minute books, share certificates, share certificate books, share transfers, share register books, directors' register and any and all documents, records, books, instruments and agreements of or pertaining or relating to the Corporation and its Business, property and assetsCanada Revenue Agency. 6.2 The Vendor hereby covenants that, subsequent to the Date of Closing, the Vendor will: (a) at the request and expense of the Purchaser, execute and deliver such additional conveyances, transfers and other assurances as may be required to carry out the intent of this agreement and to transfer the Purchased Shares to the Purchaser;

Covenants of the Vendor. 6.1 The Vendor hereby covenants thatand agrees that from and after the Site Termination Date: (1) neither the Vendor nor any Affiliate of the Vendor will, at directly or indirectly, challenge or oppose, or be a party to any proceeding which seeks to challenge or oppose, in any manner whatsoever, in any court or tribunal, the Time ownership, validity, registrability or right to use by the Purchaser of Closingthe Purchased Assets or any Domain Name or Intellectual Property identical to or confusingly similar to the Purchased Assets; (2) neither the Vendor nor any Affiliate of the Vendor will operate any Internet website associated with, or otherwise use, any Domain Name that is identical or confusingly similar to the Purchased Assets; (3) neither the Vendor nor any Affiliate of the Vendor will adopt or use any Intellectual Property that is identical or confusingly similar to the Purchased Intellectual Property other than use of the name "Cyberworks" by the Vendor in carrying on its business during the period ending no later than the New Site Date; (4) other than as required by law or generally available to the public through no misconduct of Vendor, the Vendor will: (a) furnish the Purchaser with a certificate and all Affiliates of the Vendor stating that will keep the representations existence and warranties terms and conditions of this Agreement in strict confidence, provided, subject to section 8.04, Vendor or its Affiliates shall be allowed to issue a press release regarding the sale of the Vendor contained in this agreement are true Purchased Assets at the Time time of Closing; and (5) the Vendor will indemnify and save the Purchaser harmless from and against any and all claims against the Purchaser relating to the Purchased Assets arising from the non-compliance by the Purchaser or Vendor, as though then madeor both, and that with the covenants provisions of the bulk sales legislation in any jurisdiction where the Vendor to be complied with at or prior owns assets, including any and all costs and expenses which the Purchaser may incur in defending any proceedings brought against it pursuant to the Time provisions of Closing have been complied withthe said legislation, provided that the receipt of such evidence Vendor's liability hereunder shall be limited to and the closing of the transaction contemplated herein shall not be a waiver of exceed the representations, warranties and covenants of the Vendor which are contained in this agreement; (b) cause all necessary steps and proceedings to be taken so that the Purchased Shares may be properly transferred to the Purchaser at the Time of Closing; and in that regard, deliver to the Purchaser at the Time of Closing certificates representing all of the Purchased Shares, such certificates being duly endorsed for transfer to the Purchaser, and cause transfers of all the Purchased Shares to be duly and regularly recorded in the name of the Purchaser or as it may in writing direct; (c) cause all of the directors and officers of the Corporation as are specified by the Purchaser to resign in favour of nominees of the Purchaser. All shareholder's and director's resolutions required to cause the actions of this Section 6.1(d) shall be approved at the Time of Closing; (d) deliver and cause to be delivered by all of the directors and officers of the Corporation and by the Vendor, as shareholder of the Corporation, a complete release, with effect from the Time of Closing, of all claims against the Corporation of any and all matters whatsoever; and (e) deliver and cause to be delivered to the Purchaser the corporate seal, minute books, share certificates, share certificate books, share transfers, share register books, directors' register and any and all documents, records, books, instruments and agreements of or pertaining or relating to the Corporation and its Business, property and assetsPurchase Price. 6.2 The Vendor hereby covenants that, subsequent to the Date of Closing, the Vendor will: (a) at the request and expense of the Purchaser, execute and deliver such additional conveyances, transfers and other assurances as may be required to carry out the intent of this agreement and to transfer the Purchased Shares to the Purchaser;

Covenants of the Vendor. 6.1 (1) The Vendor hereby covenants thatshall indemnify and save harmless the Purchaser, Seller or any member thereof and the officers and directors of Seller or any member thereof from and against all liabilities (whether accrued, actual, contingent or otherwise), claims and demands whatsoever including, without limiting the generality of the foregoing, liabilities, claims and demands for income, sales, excise or other taxes, of or in connection with Seller or any member thereof existing or incurred as at or subsequent to the Time Representation Date and up to the Closing Date which are not disclosed in the Financial Statements, have not arisen in the usual and ordinary course of Closing, Seller or any member thereof’s business since the Vendor will:Representation Date or have arisen in the usual and ordinary course of Seller or any member thereof’s business since the Representation Date but for which adequate provision in Seller or any member thereof’s accounts has not been made. (a2) furnish the Purchaser with a certificate of the The Vendor stating shall ensure that the representations and warranties of the Vendor contained set out in this agreement Section 3.01 over which the Vendor has reasonable control are true at the Time of Closing, as though then made, and that the covenants of the Vendor to be complied with at or prior to the Time of Closing have been complied with, provided that the receipt of such evidence and the closing of the transaction contemplated herein shall not be a waiver of the representations, warranties and covenants of the Vendor which are contained in this agreement; (b) cause all necessary steps and proceedings to be taken so that the Purchased Shares may be properly transferred to the Purchaser at the Time of Closing; and in that regard, deliver to the Purchaser correct at the Time of Closing certificates representing all and that the conditions of closing for the Purchased Shares, such certificates being duly endorsed for transfer to the Purchaser, and cause transfers of all the Purchased Shares to be duly and regularly recorded in the name benefit of the Purchaser set out in Section 5.01(1) over which the Vendor has reasonable control have been performed or as it may in writing direct; (c) cause all of the directors and officers of the Corporation as are specified complied with by the Purchaser to resign in favour of nominees of the Purchaser. All shareholder's and director's resolutions required to cause the actions of this Section 6.1(d) shall be approved at the Time of Closing;. (d3) deliver The Vendor shall indemnify and cause to be delivered save harmless the Purchaser from and against all losses, damages or expenses directly or indirectly suffered by all the Purchaser resulting from any breach of any covenant of the directors and officers of the Corporation and by the Vendor, as shareholder of the Corporation, a complete release, with effect Vendor contained in this Agreement or from the Time of Closing, of all claims against the Corporation of any and all matters whatsoever; and (e) deliver and cause to be delivered to the Purchaser the corporate seal, minute books, share certificates, share certificate books, share transfers, share register books, directors' register and inaccuracy or misrepresentation in any and all documents, records, books, instruments and agreements of representation or pertaining or relating to the Corporation and its Business, property and assetswarranty set forth in Section 3.01. 6.2 The Vendor hereby covenants that, subsequent to the Date of Closing, the Vendor will: (a) at the request and expense of the Purchaser, execute and deliver such additional conveyances, transfers and other assurances as may be required to carry out the intent of this agreement and to transfer the Purchased Shares to the Purchaser;

Covenants of the Vendor. 6.1 Section 4.01 The Vendor hereby covenants that, at the Time of Closing, the Vendor willas follows: (a) furnish the Purchaser with a certificate of the Vendor stating that the representations and warranties of the Vendor contained in this agreement are true at the Time of Closing, as though then made, and that the covenants of the Vendor to be complied with at or prior to the Time of Closing have been complied with, provided that the receipt of such evidence and the closing of the transaction contemplated herein shall not be a waiver of the representations, warranties and covenants of the Vendor which are contained in this agreement; (b) cause all necessary steps and proceedings shall be taken to effectively and validly carry out the transaction herein contemplated including providing an affidavit confirming the truth of the Vendor's representations and warranties hereunder on Closing; and (b) the Vendor shall cause the share certificates representing the Common Shares to be taken so that the Purchased Shares may be properly transferred delivered to the Purchaser at on the Time of Closing; and in that regardClosing Date, deliver to the Purchaser at the Time of Closing certificates representing all of the Purchased Shares, such certificates being duly endorsed in blank for transfer to the Purchaser, and cause transfers of all the Purchased Shares to be duly and regularly recorded in the name of the Purchaser or as it may in writing direct;transfer. (c) cause all the Vendor shall provide the opinion of its corporate counsel, in the directors and officers of the Corporation form attached hereto as are specified by the Purchaser to resign in favour of nominees of the Purchaser. All shareholder's and director's resolutions required to cause the actions of this Section 6.1(d) shall be approved at the Time of Closing;Schedule "B-1". (d) deliver and cause the Vendor shall continue to be delivered by all of the directors sole director and officers shall continue as the sole officer of the Corporation after Closing, and shall operate the Corporation after the Closing Date in a prudent and reasonable manner, provided that the Vendor shall assure that no salaries, dividends, shareholder loans or other pay outs of any type are made by the VendorCorporation to the Vendor or to any other party, without the specific instructions of the Purchaser as shareholder of the Corporation, a complete releaseafter the Closing Date save and except for payments of third party invoices for supplies, with effect from the Time materials and other direct operating costs of Closing, of all claims against the Corporation made in the usual course of any business. The Vendor represents and all matters whatsoever; and (e) deliver warrants to the Purchaser, that, to the best of the knowledge and cause to be delivered belief of the Vendor, the financial records of the Corporation that have been provided to the Purchaser accurately describe the corporate sealcurrent state of the Corporation, minute booksand that there are no claims, share certificatesliabilities, share certificate booksobligations or other matters which might affect the Corporation, share transfers, share register books, directors' register and any and all documents, records, books, instruments and agreements except as shown in the said statements. The Purchaser acknowledges that the use of or pertaining or relating the "Tyrr▇▇▇ ▇▇▇▇▇ Design" business style is limited to the Corporation use permitted by law and its Business, property and assets. 6.2 The the Vendor hereby covenants that, subsequent makes no representation or warranty that he has any right to the Date of Closing, the Vendor will: (a) at the request and expense use of the Purchasersaid name, execute and deliver the Purchaser agrees that if they choose to use such additional conveyances, transfers and other assurances as may be required to carry out the intent of this agreement and to transfer the Purchased Shares to the Purchaser;name that they do so at their own risk.

Covenants of the Vendor. 6.1 The Vendor hereby covenants that, will consult with the Purchaser at all reasonable times with respect to the status of the Purchased Assets and the Receivership Proceeding. Upon payment of the Purchase Price by the Purchaser at the Time Closing Time, and subject to the terms of Closingthis Agreement, the Vendor will: (a) furnish will transfer and assign to the Purchaser all of 236 Inc.'s right, title, and interest in and to the Purchased Assets in accordance with a certificate the terms of the Vesting Order. On the Closing Date, the Vendor shall deliver, and shall cause to be delivered, to the Purchaser the Books and Records and all documents (except, in the case of those required by applicable law to be retained by the Vendor, copies thereof) and other data, technical or otherwise, which are in the possession of the Vendor stating at the Closing Date, relating materially to the Purchased Assets. The Purchaser shall permit the Receiver, and its authorized representatives, reasonable access to those documents while they are in the Purchaser's possession or control solely to the extent that access is required by the Receiver to perform its obligations under this Agreement or under applicable law, but the Purchaser shall not be responsible or liable to the Vendor or the Receiver for, or as a result of, any loss or destruction of or damage to any such documents and other data unless that destruction, loss or damage is caused by the Purchaser's gross negligence or wilful misconduct. The Receiver shall be responsible for all reasonable out-of-pocket costs and expenses incurred, directly or indirectly, by the Purchaser in connection with any access contemplated by this Section 18.3. Notwithstanding the immediately foregoing Section 18.3, the Receiver shall be entitled to retain copies of any documents or other data delivered to the Purchaser pursuant to this Agreement provided that those documents or data are reasonably required and only used or relied on by the Receiver to perform its obligations under this Agreement or under applicable law. Subject to the terms of this Agreement, the Vendor will use all commercially reasonable efforts to take or cause to be taken all other actions, and do or cause to be done all other things, necessary or appropriate to obtain the Vesting Order and to consummate the transactions contemplated by this Agreement. From the date of this Agreement until completion of the transaction contemplated herein, the Vendor covenants to maintain the Purchased Assets in a commercially reasonable manner, to ensure that the Purchased Assets are insured, and to ensure that such insurance coverage of the Purchased Assets is maintained in good standing up to and including the Closing Date, after that time the Vendor shall have no further obligation to insure the Purchased Assets. From the date of this Agreement until completion of the transaction contemplated herein, and except as contemplated by this Agreement, the Vendor will not sell, transfer, or otherwise dispose of, or agree to sell, transfer, pledge, lease, encumber, or otherwise dispose of, any Purchased Assets, or enter into any agreement or transaction which would result in the creation of any Encumbrance on any of the Purchased Assets. Notwithstanding any other provision of this Agreement, the Purchaser acknowledges, agrees and confirms that: except for the representations and warranties of the Vendor contained set forth in this agreement are true at the Time of Closing, as though then made, Section 16 and that the covenants of the Vendor set forth in Section 18, it is entering into this Agreement, acquiring the Purchased Assets on an "as is, where is" basis as they exist as of the Closing Time and will accept the Purchased Assets in their state, condition and location as of the Closing Time except as expressly set forth in this Agreement and the sale of the Purchased Assets is made without legal warranty and at the risk of the Purchaser; it has conducted to its satisfaction such independent searches, investigations and inspections of the Purchased Assets as it deemed appropriate, and based solely thereon, has determined to proceed with the Transaction; except as expressly stated in Section 16, neither the Vendor nor its Representatives have made or are making, and the Purchaser is not relying on, any representations, warranties, statements or promises, express or implied, statutory or otherwise, concerning the Purchased Assets, the Vendor's right, title or interest in or to the Purchased Assets, including with respect to merchantability, physical or financial condition, description, fitness for a particular purpose, suitability for development, title, description, use or zoning, environmental condition, existence of any parts and/or components, latent defects, quality, quantity or any other thing affecting any of the Purchased Assets, or normal operation thereof, or in respect of any other matter or thing whatsoever, including any and all conditions, warranties or representations expressed or implied pursuant to any Applicable Law in any jurisdiction, which the Purchaser confirms do not apply to this Agreement and are hereby waived in their entirety by the Purchaser; all written and oral information obtained from the Receiver or its Representatives, including in any teaser letter, asset listing, confidential information memorandum or other document made available to the Purchaser (including in certain "data rooms", management presentations, site visits and diligence meetings or telephone calls), with respect to the Purchased Assets has been obtained for the convenience of the Purchaser only, and neither the Receiver nor its Representatives have made any representation or warranty, express or implied, statutory or otherwise as to the accuracy or completeness of any such information; and any information regarding or describing the Purchased Assets in this Agreement (including the Schedules hereto), or in any other agreement or instrument contemplated hereby, is for identification purposes only, is not relied upon by the Purchaser, and no representation, warranty or condition, express or implied, has or will be given by the Vendor, the Receiver or their Representatives, or any other Person concerning the completeness or accuracy of such information or descriptions. Notwithstanding anything to the contrary herein, the Purchaser hereby expressly acknowledges that if any consents of: (i) any Governmental Entities are required to effect the transfer of any of the Purchased Assets; or (ii) any lessees are required to effect the transfer of any of the leases or licences to be complied with at or prior acquired by the Purchaser pursuant to this Agreement, then it is the Time sole responsibility of Closing have been complied withthe Purchaser to obtain any such consents, provided that the receipt of such evidence and the closing granting of the transaction contemplated herein any such consents shall not be a waiver of the representations, warranties and covenants of the Vendor which are contained in this agreement; (b) cause all necessary steps and proceedings to be taken so that the Purchased Shares may be properly transferred to the Purchaser at the Time of Closing; and in that regard, deliver to the Purchaser at the Time of Closing certificates representing all of the Purchased Shares, such certificates being duly endorsed for transfer condition precedent to the Purchaser's obligations under this Agreement, and cause transfers of all including the Purchased Shares to be duly and regularly recorded in the name payment of the Purchaser or as it may in writing direct; (c) cause all of the directors and officers of the Corporation as are specified by the Purchaser to resign in favour of nominees of the PurchaserPurchase Price. All shareholder's and director's resolutions required to cause the actions of this Section 6.1(d) shall be approved at the Time of Closing; (d) deliver and cause to be delivered by all of the directors and officers of the Corporation and by the Vendor, as shareholder of the Corporation, a complete release, with effect from the Time of Closing, of all claims against the Corporation of any and all matters whatsoever; and (e) deliver and cause to be delivered to the Purchaser the corporate seal, minute books, share certificates, share certificate books, share transfers, share register books, directors' register and any and all documents, records, books, instruments and agreements of or pertaining or relating to the Corporation and its Business, property and assets. 6.2 The Vendor hereby covenants that, subsequent to the Date of Closing, the Vendor will: (a) at At the request and expense cost of the Purchaser, execute both before and deliver such additional conveyancesafter the Closing Date, transfers the Vendor will assist the Purchaser in its efforts to obtain any consents required of any Government Entities or lessees in order to complete the sale and other assurances as may be required to carry out the intent transfer of this agreement and to transfer the Purchased Shares Assets pursuant to the Purchaser;this Agreement.

Covenants of the Vendor. 6.1 The Vendor hereby covenants thatand agrees with the Purchaser that from the date hereof to the earlier of: (a) the Closing Date; and (b) the date of termination of this Agreement, at as applicable, it will: (a) maintain its interest in the Time Property in good standing under applicable Laws (including the Mining Act), perform all work required to be performed under the Mining Act and applicable Laws, pay all taxes, royalties, rentals, fees, expenditures and other payments required to be paid in respect thereof and make any necessary tax, governmental and other filings and payments and perform such other related and applicable obligations in respect of Closingthe Property in a timely fashion; (b) take reasonable care to protect and safeguard the Property; (c) continue to comply with and perform all obligations it has in respect to the Glenfine Agreement; (d) use its commercially reasonable efforts to obtain the Glenfine Assignment Agreement within 30 days of the Effective Date, or as soon as practicable if it is not obtained by such date; (e) agree as to the form of the Disposal Notice with the Purchaser as soon as practicable following the Effective Date and prior to sending the Disposal Notice to the Glenfine Owners; (f) when directed to do so by the Purchaser, promptly deliver the Disposal Notice to the Glenfine Owners in accordance with the requirements of the Glenfine Agreement and, if completion of the Transaction has not occurred prior to the expiration of the 45 Business Day period referred to in Section 8.3 of the Glenfine Agreement, the Vendor must promptly re-deliver the Disposal Notice to the Glenfine Owners in accordance with the requirements of the Glenfine Agreement; (g) not sell or dispose of or transfer possession of all or any portion of the Property, or any interest therein; (h) not grant or permit to exist any Encumbrances on its rights to the Property; (i) promptly advise the Purchaser orally and, if then requested, in writing, with the full particulars of any: (i) event occurring subsequent to the Effective Date that would render any representation or warranty of the Vendor contained in this Agreement (except any such representation or warranty which speaks as of a date prior to the Effective Date), if made on or as of the date of such event or the Closing Date, untrue or inaccurate in any material respect; (ii) any Vendor Material Adverse Change; and (iii) breach by the Vendor of any covenant or agreement contained in this Agreement; (j) perform all obligations required or desirable to be performed by it under this Agreement and will do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement and without limiting the generality of the foregoing, the Vendor will: (ai) use commercially reasonable efforts to obtain, on or before the Closing Date, all Regulatory Approvals required by Governmental Entities for the Vendor; (ii) defend all lawsuits or other legal, regulatory or other proceedings challenging or affecting this Agreement or the consummation of the transactions contemplated hereby; and (iii) use commercially reasonable efforts to have lifted or rescinded any injunction or restraining order or other order relating to it which may adversely affect the ability of the Parties to consummate the transactions contemplated hereby; (k) use all commercially reasonable efforts to satisfy all conditions precedent set forth in Section 7.1 and Section 7.3 of this Agreement within 60 days of the Effective Date; (l) provide the Purchaser and its affiliates and Agents (as applicable) with: (i) access to the Property, the Mining Information and any other information that a potential purchaser of the Purchaser might consider relevant to that purchase; (ii) access to (including making copies) to such other information, assets, metallurgical samples, records, correspondence and contracts relating to the Property that the Purchaser may reasonably require in order to conduct its due diligence; (iii) reasonable assistance to access all information in relation to the Property held by the relevant Governmental Entities; and (m) in a timely and expeditious manner, furnish the Purchaser with a certificate of all such information (including but not limited to financial information) regarding the Vendor stating that the representations and warranties of the Vendor contained in this agreement are true at the Time of Closing, as though then made, and that the covenants of the Vendor to be complied with at or prior to the Time of Closing have been complied with, provided that the receipt of such evidence and the closing of the transaction contemplated herein shall not be a waiver of the representations, warranties and covenants of the Vendor which are contained in this agreement; (b) cause all necessary steps and proceedings to be taken so that the Purchased Shares may be properly transferred to the Purchaser at the Time of Closing; and in that regard, deliver to the Purchaser at the Time of Closing certificates representing all of the Purchased Shares, such certificates being duly endorsed for transfer to the Purchaser, and cause transfers of all the Purchased Shares to be duly and regularly recorded in the name of the Purchaser or as it may in writing direct; (c) cause all of the directors and officers of the Corporation as are specified by the Purchaser to resign in favour of nominees of the Purchaser. All shareholder's and director's resolutions required to cause the actions of this Section 6.1(d) shall be approved at the Time of Closing; (d) deliver and cause to be delivered by all of the directors and officers of the Corporation and by the Vendor, as shareholder of the Corporation, a complete release, with effect from the Time of Closing, of all claims against the Corporation of any and all matters whatsoever; and (e) deliver and cause to be delivered to the Purchaser the corporate seal, minute books, share certificates, share certificate books, share transfers, share register books, directors' register and any and all documents, records, books, instruments and agreements of or pertaining or relating to the Corporation and its Business, property and assets. 6.2 The Vendor hereby covenants that, subsequent to the Date of Closing, the Vendor will: (a) at the request and expense of the Purchaser, execute and deliver such additional conveyances, transfers and other assurances Property as may be required to carry out be included in the intent of this agreement and Purchaser Disclosure Documents pursuant to transfer the Purchased Shares applicable Laws. The Vendor will provide to the Purchaser;Purchaser a certificate of the Vendor, signed by a director or officer of the Vendor, certifying that the information relating to the Property contained in the Purchaser Disclosure Documents do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made. For the avoidance of doubt, nothing in this Section 6.1 prevents the Vendor from raising capital at any time before or after the Closing Date.

Covenants of the Vendor. 6.1 The (1) In addition to any other provision for indemnification by the Vendor hereby covenants that, at the Time of Closingcontained in this Agreement, the Vendor willwill indemnify and save harmless the Purchaser and the directors, officers, employees and agents of the Purchaser from and against: (a) furnish all third party claims relating to the Purchased Assets and accruing up to the close of business on the day before the Closing Date; and (b) all Claims incurred by the Purchaser with a certificate directly or indirectly resulting from any breach of any covenant of the Vendor stating contained in this Agreement or, subject to Section 2.05, from any inaccuracy or misrepresentation in any representation or warranty set forth in Section 3.01. (2) The Vendor will ensure that the representations and warranties of the Vendor contained set forth in this agreement Section 3.01 are true and correct at the Time of Closing, as though then made, Closing and that the covenants conditions of closing for the benefit of the Purchaser set forth in Section 5.01(1) have been performed or complied with by the Time of Closing. (3) The Vendor immediately after the Closing Date will file: (a) articles of amendment changing its corporate name to one that does not include any trade ▇▇▇▇ or trade name included in the Purchased Assets, and (b) cancellations with all applicable Governmental Authorities of the registrations of all business names included in the Purchased Assets. (4) The Vendor will, from and after the Closing Date, refrain from using or conducting business under any of the business names, trade names, trade-marks or other Intellectual Property acquired pursuant to this Agreement, including but not limited to the business name "Vanity" and the trade-▇▇▇▇ "Ergo Break". (5) The Vendor will not be responsible for Goods and Services Tax or Retail Sales Tax payable upon and in connection with the conveyance and transfer of the Purchased Assets by the Vendor to the Purchaser under this Agreement. (6) The Vendor and its designees shall cooperate with the Purchaser in all respects in connection with supplying all information reasonably requested by the Purchaser or its counsel and executing and returning all documents reasonably requested in connection with the claim of exemption from registration including, but not limited to, investor suitability and accreditation questionnaires. (7) Notwithstanding any of the other provisions of this Agreement, the Vendor will not be complied with at or prior liable to the Time of Closing have been complied withPurchaser or to the directors, provided that the receipt of such evidence and the closing officers, employees, shareholders or agents of the transaction contemplated herein shall not be a waiver of Purchaser for any Claim directly or indirectly resulting from: (a) any inaccuracy or misrepresentation in any representation or warranty set forth in Section 3.01 unless any claim or demand by the representations, warranties and covenants of Purchaser against the Vendor which are contained with respect thereto is given to the Vendor by the Purchaser within the time period referred to in this agreementSection 3.02(1); (b) cause all necessary steps any matter from and proceedings to be taken so that the Purchased Shares may be properly transferred to against which the Purchaser at and the Time of Closing; directors, officers, employees and in that regard, deliver to the Purchaser at the Time of Closing certificates representing all of the Purchased Shares, such certificates being duly endorsed for transfer to the Purchaser, and cause transfers of all the Purchased Shares to be duly and regularly recorded in the name agents of the Purchaser are indemnified pursuant to Section 4.01(1) unless any claim or as it may in writing direct;demand by the Purchaser or the directors, officers, employees or agents of the Purchaser against the Vendor with respect thereto is given to the Vendor by the Purchaser within two years from the date hereof; or (c) cause all any breach of any covenant of the directors Vendor contained in this Agreement or from any inaccuracy or misrepresentation in any representation or warranty set forth in Section 3.01 or resulting from any matter from and officers against which the Purchaser and the directors, officers, employees and agents of the Corporation as Purchaser are specified by indemnified hereunder, unless and until the Purchaser to resign in favour of nominees of the Purchaser. All shareholder's and director's resolutions required to cause the actions of this Section 6.1(d) shall be approved at the Time of Closing; (d) deliver and cause to be delivered by all of the directors and officers of the Corporation and by the Vendor, as shareholder of the Corporation, a complete release, with effect from the Time of Closing, aggregate of all claims against the Corporation of any such Claims exceeds $10,000, and all matters whatsoever; and (e) deliver and cause to be delivered then only to the Purchaser the corporate sealextent that such aggregate exceeds such amount, minute booksother than, share certificatesin any case, share certificate books, share transfers, share register books, directors' register and any and all documents, records, books, instruments and agreements of or pertaining or relating Claim attributable to the Corporation and its Businesslack of ownership of, property and assets. 6.2 The Vendor hereby covenants that, subsequent to the Date of Closingor title to, the Vendor will: (a) at the request and expense of the Purchaser, execute and deliver such additional conveyances, transfers and other assurances as may be required to carry out the intent of this agreement and to transfer the Purchased Shares to the Purchaser;Assets.

Covenants of the Vendor. 6.1 and the Shareholder - The Vendor hereby covenants that, at and the Time of Closing, Shareholder covenant and agree with the Vendor willPurchaser as follows: (a) furnish From the date of this Agreement up to and including the Closing Date, the Vendor shall keep the Assets in a safe and secure location in accordance with the representations made in this Agreement and in the same state of repair and condition as they were on the date of this Agreement or the date of last inspection by the Purchaser, whichever is earlier, usual wear and tear excepted, and the Vendor shall immediately inform the Purchaser with a certificate if the condition or location of the Assets materially changes in any respect. Therefore, the Vendor stating that shall have the representations duties and warranties obligations as "Depositary" of the Vendor Assets, pursuant to the provisions contained in this agreement are true at for such purposes under the Time of ClosingFederal Civil Code, as though then made, until the Purchaser has full control and that the covenants possession of the Vendor to be complied with at or prior to the Time of Closing have been complied with, provided that the receipt of such evidence and the closing of the transaction contemplated herein shall not be a waiver of the representations, warranties and covenants of the Vendor which are contained in this agreement;Assets. (b) cause As of the Closing Date, the Vendor shall ensure that any and all necessary steps Assets located in Mexico are certified by the applicable Mexican governmental authority as being "nationalized" as that term is understood and proceedings to be taken so that the Purchased Shares may be properly transferred applied in such country with respect to the Purchaser at use and importation of goods and equipment into Mexico. (c) Upon the Time completion of Closing; any Asset Lease Agreement listed in Schedule "D" attached hereto, the Vendor shall immediately terminate in accordance with Mexican law those applicable Employees listed in Section B of Schedule "C" attached hereto, and in connection with such termination, the Vendor shall pay such Employees, in full, all earned wages, bonuses, benefits, severance, vacation pay, insurance and any other amounts owing to such Employees which have accrued in connection with their employment by the Vendor up to and including the date of their termination. The Vendor acknowledges and agrees that regardsuch termination payment shall not be, deliver to and is not part of the Purchase Price. (d) The Vendor will cooperate with the Purchaser at in any and all respects so as to carry out the Time of Closing certificates representing all of transactions contemplated by this Agreement in the Purchased Shares, such certificates being duly endorsed for transfer most beneficial tax-effective manner available to the Purchaser, including determining an allocation of value with respect to the Assets and cause transfers of all cooperating with the Purchased Shares to be duly and regularly recorded Purchaser in asserting the name deemed value of the Purchaser or as it may Assets, in writing direct;case any Mexican taxing authority concludes that such values have not been properly determined. (ce) cause all The Vendor shall properly collect and remit any applicable taxes associated with the purchase of the directors and officers of the Corporation as are specified Assets by the Purchaser to resign the relevant governmental authority and in favour that regard will also arrange for the proper and timely filing of nominees of the Purchaser. All shareholder's and director's resolutions required to cause the actions of this Section 6.1(d) shall be approved at the Time of Closing;any applicable tax documents associated with such transaction. (df) deliver and cause Within a term not to be delivered by all of the directors and officers of the Corporation and by the Vendor, exceed thirty (30) days as shareholder of the Corporation, a complete release, with effect from the Time of ClosingClosing Date, of all claims against the Corporation of Vendor shall provide to the Purchaser for its review and approval prior to its filing before the applicable Mexican taxing authorities, any and all matters whatsoever; andtax returns and any notices prepared as a result of the execution and performance of this Agreement. (eg) deliver and cause to be delivered to the Purchaser the corporate seal, minute books, share certificates, share certificate books, share transfers, share register books, directors' register and any and all documents, records, books, instruments and agreements of or pertaining or relating to the Corporation and its Business, property and assets. 6.2 The Vendor hereby covenants that, subsequent to the Date of Closing, Shareholders agree that they will not liquidate the Vendor will: within a period of one (a1) at year from the request and expense of the Purchaser, execute and deliver such additional conveyances, transfers and other assurances as may be required to carry out the intent of this agreement and to transfer the Purchased Shares to the Purchaser;Closing Date.

Covenants of the Vendor. 6.1 The Vendor hereby covenants that, at Between the Time date of Closingthis Agreement and the Closing Date, the Vendor willcovenants and agrees that the Vendor: (a) furnish will work to ensure that GSWPS has a year-end for accounting purposes of August 31; (b) will maintain insurance coverage of the scope and in the amounts now held in full force and effect and will give all notices and present all claims under all policies of insurance in a due and timely fashion; (c) will use its best efforts to procure and obtain at or prior to the Closing Date all such consents, approvals, releases, and discharges as may be required to effect the transactions contemplated hereby from all federal, state, municipal or other governmental or regulatory bodies and from all other third parties as necessary; (d) at the request of the Purchaser, the Vendor will execute such consents, authorizations and directions as may be necessary to enable the Purchaser with a certificate or its authorized representatives to obtain full access to all files and records relating to the Purchased Asset maintained by governmental or other public authorities; (e) the Vendor will use its best efforts to take or cause to be taken all necessary corporate action, steps and proceedings to approve and authorize validly and effectively the transfer of the Vendor stating that Purchased Asset to the representations Purchaser and warranties the execution and delivery of the Vendor contained in this agreement are true at the Time Agreement and any other Agreements or documents contemplated hereby and to cause all necessary meetings of Closing, as though then made, and that the covenants members or managers of the Vendor to be complied with at or prior to the Time of Closing have been complied with, provided that the receipt of held for such evidence and the closing of the transaction contemplated herein shall not be a waiver of the representations, warranties and covenants of the Vendor which are contained in this agreement; (b) cause all necessary steps and proceedings to be taken so that the Purchased Shares may be properly transferred to the Purchaser at the Time of Closing; and in that regard, deliver to the Purchaser at the Time of Closing certificates representing all of the Purchased Shares, such certificates being duly endorsed for transfer to the Purchaser, and cause transfers of all the Purchased Shares to be duly and regularly recorded in the name of the Purchaser or as it may in writing direct; (c) cause all of the directors and officers of the Corporation as are specified by the Purchaser to resign in favour of nominees of the Purchaser. All shareholder's and director's resolutions required to cause the actions of this Section 6.1(d) shall be approved at the Time of Closing; (d) deliver and cause to be delivered by all of the directors and officers of the Corporation and by the Vendor, as shareholder of the Corporation, a complete release, with effect from the Time of Closing, of all claims against the Corporation of any and all matters whatsoeverpurpose; and (ef) deliver and cause to be delivered to will not, without the Purchaser the corporate seal, minute books, share certificates, share certificate books, share transfers, share register books, directors' register and any and all documents, records, books, instruments and agreements of or pertaining or relating to the Corporation and its Business, property and assets. 6.2 The Vendor hereby covenants that, subsequent to the Date of Closing, the Vendor will: (a) at the request and expense prior written consent of the Purchaser, execute and deliver such additional conveyancesenter into any transaction or refrain from doing any action that, transfers and other assurances as may be required to carry out if effected before the intent date of this agreement Agreement, would constitute a breach of any representation, warranty, covenant or other obligation of the Vendor contained herein, and the Vendor will not enter into any material supply agreements relating to transfer the Purchased Shares Asset or make any material decisions or enter into any material contracts with respect to the Purchased Asset without the consent of the Purchaser;, which consent will not be unreasonably withheld.

Covenants of the Vendor. 6.1 The Vendor hereby covenants that, at Relating to the Time of Closing, the Vendor will:Transaction (a) furnish The Vendor shall perform all obligations required or desirable to be performed by it under this Agreement, cooperate with the Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Vendor shall, and where appropriate shall cause the Purchased Corporations to: i. use all commercially reasonable efforts to satisfy all conditions precedent in this Agreement; ii. use all commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Authorities from it relating to the transactions contemplated hereby; iii. use all commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree, judgment or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the transactions contemplated hereby and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the transactions contemplated hereby or this Agreement; iv. not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or the transactions contemplated hereby or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the transactions contemplated hereby, provided that nothing in this Agreement prevents the Vendor, the Purchased Corporations and each of their respective Affiliates from conducting business in the ordinary course of business consistent with past practice; v. complete the Pre-Closing Reorganization; vi. deliver to the Purchaser on a certificate timely basis, and in respect of (i), not later than January 7, 2022; (i) the Homestake Audited Financial Statements and the Homestake Interim Financial Statements (which Homestake Interim Financial Statements will be in such form and with such updates as required to enable the Purchaser to comply with its obligations under Applicable Laws) to be included in the Purchaser Information Circular; and (ii) personal information forms for the proposed director nominees of the Vendor stating that the representations and warranties of the Vendor contained in this agreement are true at the Time of Closing, as though then made, and that the covenants of the Vendor to be complied with at or prior pursuant to the Time of Closing have been complied with, provided that Investor Rights Agreement; and vii. allow the receipt of such evidence Purchaser continued access to the Vendor's records and staff to continue due diligence review work limited to confirming the closing of the transaction contemplated herein shall not be a waiver of the representations, warranties and covenants of the Vendor which are contained in Vendor's compliance with this agreement;Agreement. (b) cause all necessary steps and proceedings The Vendor shall promptly notify the Purchaser in writing of: i. any Material Adverse Effect in respect of the Vendor or the Purchased Corporations or any change, effect, event, development, occurrence, circumstance or state of facts which could reasonably be expected to be taken so have a Material Adverse Effect in respect of the Vendors; ii. any notice or other communication from any Person alleging that the Purchased Shares Consent of such Person (or another Person) is or may be properly transferred to required; iii. any notice or other communication from any Governmental Authority in connection with the Purchaser at the Time Agreement (and contemporaneously provide a copy of Closing; and in that regard, deliver to the Purchaser at the Time of Closing certificates representing all of the Purchased Shares, any such certificates being duly endorsed for transfer written notice or communication to the Purchaser, and cause transfers of all the Purchased Shares to be duly and regularly recorded in the name of the Purchaser or as it may in writing direct; (c) cause all of the directors and officers of the Corporation as are specified by the Purchaser to resign in favour of nominees of the Purchaser. All shareholder's and director's resolutions required to cause the actions of this Section 6.1(d) shall be approved at the Time of Closing; (d) deliver and cause to be delivered by all of the directors and officers of the Corporation and by the Vendor, as shareholder of the Corporation, a complete release, with effect from the Time of Closing, of all claims against the Corporation of any and all matters whatsoever); and (e) deliver and cause iv. any filing, actions, suits, claims, investigations or proceedings commenced or, to be delivered to the Purchaser the corporate sealits knowledge, minute booksthreatened against, share certificates, share certificate books, share transfers, share register books, directors' register and any and all documents, records, books, instruments and agreements of or pertaining or relating to or involving or otherwise affecting the Corporation and its Business, property and assetsVendors. 6.2 The Vendor hereby covenants that, subsequent to the Date of Closing, the Vendor will: (a) at the request and expense of the Purchaser, execute and deliver such additional conveyances, transfers and other assurances as may be required to carry out the intent of this agreement and to transfer the Purchased Shares to the Purchaser;