Common use of Registration and Transfer of Warrants Clause in Contracts

Registration and Transfer of Warrants. (1) The Warrant Agent will create and keep at the principal office of the Warrant Agent in the City of Vancouver, British Columbia: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate executed by the registered holder or his executors, administrators or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent. (3) In the case of a Warrant Certificate, the transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(1) as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1), if such transfer would constitute a violation of the Securities Laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Laws.

Registration and Transfer of Warrants. (1) The Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City of VancouverCalgary, British ColumbiaAlberta: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1Section 2.8(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate or in the case of Uncertificated Warrants a duly executed transaction instruction from the holder (or such other instructions, in form satisfactory to the Warrant Agent) executed by the registered holder or his executors, administrators or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribeprescribe and all applicable securities requirements of regulatory authorities, such transfer will be recorded on the register of transfers by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a Warrant Certificate, or in the case of an Uncertificated Warrant, the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the Uncertificated Warrant be certificated. Transfers within the systems of CDS are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2Section 2.8(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(1Section 2.8(1) as the owner of such Warrant free from all equities or rights of set-off setoff or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1Section 2.8(1), if such transfer would constitute a violation of the Securities Laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Laws. (5) Any Warrant issued to a transferee upon transfers contemplated by this section 2.8 shall bear the appropriate legend as set forth in Section 2.20(2), if applicable. (6) If a Warrant tendered for transfer bears the legend set forth in Section 2.20(2), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant and complies with the requirements of the said Section 2.20(2). (7) Warrants, in certificated form, bearing the legend set forth in Section 2.20(2) shall not be offered, sold, pledged or otherwise transferred, directly or indirectly, except (A) to the Company; (B) outside the United States in compliance with Rule 904 of Regulation S, if available, and in compliance with applicable local laws and regulations; (C) pursuant to an exemption from registration under the U.S. Securities Act provided by (i) Rule 144 or (ii) Rule 144A thereunder, if available, and in compliance with applicable U.S. state securities laws; (D) in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) under an effective registration statement under the U.S. Securities Act, provided that in the case of transfers pursuant to (C)(i) or (D) above, a legal opinion or other evidence, reasonably satisfactory to the Company, must first be provided to the Company and the Warrant Agent to the effect that such transfer is exempt from registration under the U.S. Securities Act and applicable state securities laws.. (8) The Warrant Agent shall give notice to the Company of the transfer made by a Warrantholder pursuant to Section 2.8(7) and the Company shall provide written authorization to proceed with the transfer before such transfer is made effective by the issuance of the Warrant.

Registration and Transfer of Warrants. (1) The Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City of VancouverCalgary, British ColumbiaAlberta: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1Section 2.8(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate or in the case of Uncertificated Warrants a duly executed transaction instruction from the holder (or such other instructions, in form satisfactory to the Warrant Agent) executed by the registered holder or his executors, administrators or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribeprescribe and all applicable securities requirements of regulatory authorities, such transfer will be recorded on the register of transfers by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a Warrant Certificate, or in the case of an Uncertificated Warrant, the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the Uncertificated Warrant be certificated. Transfers within the systems of CDS are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2Section 2.8(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(1Section 2.8(1) as the owner of such Warrant free from all equities or rights of set-set- off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1Section 2.8(1), if such transfer would constitute a violation of the Securities Laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Laws. (5) Any Warrant issued to a transferee upon transfers contemplated by this section 2.8 shall bear the appropriate legend as set forth in Section 2.20(2), if applicable. (6) If a Warrant tendered for transfer bears the legend set forth in Section 2.20(2), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant and complies with the requirements of the said Section 2.20(2). (7) Warrants, in certificated form, bearing the legend set forth in Section 2.20(2) shall not be offered, sold, pledged or otherwise transferred, directly or indirectly, except (A) to the Company; (B) outside the United States in compliance with Rule 904 of Regulation S, if available, and in compliance with applicable local laws and regulations; (C) pursuant to an exemption from registration under the U.S. Securities Act provided by (i) Rule 144 or (ii) Rule 144A thereunder, if available, and in compliance with applicable U.S. state securities laws; (D) in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) under an effective registration statement under the U.S. Securities Act, provided that in the case of transfers pursuant to (C)(i) or (D) above, a legal opinion or other evidence, reasonably satisfactory to the Company, must first be provided to the Company and the Warrant Agent to the effect that such transfer is exempt from registration under the U.S. Securities Act and applicable state securities laws.. (8) The Warrant Agent shall give notice to the Company of the transfer made by a Warrantholder pursuant to Section 2.8(7) and the Company shall provide written authorization to proceed with the transfer before such transfer is made effective by the issuance of the Warrant.

Registration and Transfer of Warrants. (1) The Company will cause to be kept by the Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City cities of Toronto, Ontario and Vancouver, British Columbia: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) Warrant or Warrants pursuant to the terms of this Indenture indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate2.8(1) hereof, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer Transfer of Warrants form endorsed on attached to the Warrant Certificate executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(22.8(2) hereof and upon compliance with all other conditions in respect thereof required by this Indenture indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(12.8(1) hereof, as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1)2.8(1) hereof, if such transfer would constitute a violation of the Securities Laws securities laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Lawssecurities legislation.

Registration and Transfer of Warrants. (1) The Warrant Agent will create Corporation shall cause to be kept by and keep at the principal office offices of the Warrant Agent in Toronto, Ontario and by the City Warrant Agent or such other registrar as the Corporation, with the approval of Vancouverthe Warrant Agent, British Columbia: (a) a register may appoint, at such other place or places, if any, as the Corporation may designate with the approval of holders the Warrant Agent, registers in which shall be entered in alphabetical order the names and addresses (including street and number, if any) of the holders of Warrants and particulars of the Warrants held by them respectively. Such registration shall be noted on the Warrant Certificates by the Warrant Agent or such other registrar as the Corporation and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be enteredmay appoint. (2) No transfer of any a Warrant will shall be valid unless entered made on any one of the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate, registers upon surrender of the Warrant Certificate to the Warrant Agent or other registrar accompanied by a written instrument of transfer in form satisfactory to the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate Agent or other registrar executed by the registered holder or his executors, administrators administrator or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, Agent or other registrar and upon compliance with such requirements and such other reasonable requirements as the Warrant Agent or other registrar may prescribe, such which, in the case of a transfer will be recorded of a Compensation Unit Warrant made prior to the expiry of the applicable hold period, may include an opinion of counsel in the form satisfactory to the Warrant Agent, nor, except in the case where a new Warrant Certificate is issued upon a transfer, unless the transfer shall have been noted on the register of transfers Warrant Certificate by the Warrant AgentAgent or other registrar. (3) In The registered holder of Warrants may at any time and from time to time have the case registration of a Warrant Certificate, the transferee of any Warrant will, after surrender Warrants transferred from the register in which the registration thereof appears to another authorized register upon compliance with such reasonable requirements as the Warrant Agent or other registrar may prescribe. (4) The Corporation shall also cause to be kept by and at the principal offices of the Warrant Agent in Toronto, Ontario or at such other place or places, if any, as the Corporation and the Warrant Agent may designate, registers in which all transfers of Warrants and the date and other particulars of each transfer shall be set out. (5) The transferee of Warrants shall, after the Warrant Certificate evidencing such and the appropriate form of transfer are lodged with the Warrant Agent or other registrar as required by subsection 3.8(2) the Corporation and the Warrant Agent may appoint and upon compliance with all other conditions in respect thereof that behalf required by this Indenture or by law, be entitled to be entered on one of the register of holders referred to in subsection 3.8(1) registers as the owner of such Warrant the Warrants free from all equities or rights right of set-off or counterclaim between the Company Corporation and the his transferor or any previous holder of such Warrantthe Warrants, except save in respect of equities or rights of which the Company Corporation is required to take notice by statute or by order of a court of competent jurisdiction. The receipt by the registered holder of Warrants of the Common Shares purchasable pursuant thereto will be a good discharge to the Corporation and the Warrant Agent therefor and neither the Corporation nor the Warrant Agent will be bound to inquire into the title of the holder except as aforesaid. Notwithstanding the foregoing, Warrants represented by Warrant Certificates bearing the legends set forth in the form of Warrant Certificate attached as Schedule “1” hereto and set out in section 2.02 hereof may not be transferred unless the conditions set out in such legends are met and the Warrant Agent and the Corporation shall have received evidence, if any, as the Corporation shall reasonably require to assure the transfer complies with applicable securities laws and the restrictions on transfer set out therein. (46) The Company will Subject to applicable law, neither the Corporation nor the Warrant Agent nor any registrar shall be entitledbound to take notice of or see to the execution of any trust, whether express, implied or constructive, in respect of any Unit Warrant, and may direct transfer the same on the direction of the Person registered as the holder thereof, whether named as Warrant Agent or otherwise, as though that Person were the beneficial owner thereof. (7) The registers hereinbefore referred to shall at all reasonable times be open for inspection by the Corporation, the Warrant Agent, to refuse to recognize Agent or any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1), if such transfer would constitute a violation of the Securities Laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdictionWarrantholder. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by and every registrar as the Company. No duty shall rest with Corporation and the Warrant Agent may appoint shall from time to determine compliance time when requested so to do by the Corporation, by the Warrant Agent or by a Warrantholder furnish the Corporation, the Warrant Agent or upon payment by the Warrantholder of a reasonable fee, the transferee or transferor Warrantholder, as the case may be, with a list of any Warrant with applicable Securities Lawsnames and addresses of holders of Warrants entered on the registers kept by them and showing the number of Warrants held by each such holder.

Registration and Transfer of Warrants. (1) The Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City of VancouverCalgary, British ColumbiaAlberta: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1Section 2.8(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate or in the case of Uncertificated Warrants a duly executed transaction instruction from the holder (or such other instructions, in form satisfactory to the Warrant Agent) executed by the registered holder or his executors, administrators or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribeprescribe and all applicable securities requirements of regulatory authorities, such transfer will be recorded on the register of transfers by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a Warrant Certificate, or in the case of an Uncertificated Warrant, the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the Uncertificated Warrant be certificated. Transfers within the systems of CDS are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2Section 2.8(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(1Section 2.8(1) as the owner of such Warrant free from all equities or rights of set-set- off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1Section 2.8(1), if such transfer would constitute a violation of the Securities Laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Laws. (5) Any Warrant issued to a transferee upon transfers contemplated by this section

Registration and Transfer of Warrants. (1a) The Warrant Corporation hereby appoints the Agent as registrar and transfer agent of the Warrants. (b) The Agent will create cause to be kept: (i) by and keep at the principal corporate trust office in Toronto, Ontario of the Warrant Agent in the City of VancouverAgent, British Columbia: (a) a register of holders in which shall will be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereofthem; and (bii) by and at the principal corporate trust office in Toronto, Ontario of the Agent, a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall will be entered. (2c) No transfer of any Warrant will be valid unless duly entered on the appropriate register of transfers referred to in subsection 3.8(1Section 3.1(b), and, in the case of a Warrant Certificateor on any branch registers maintained pursuant to Section 3.1(h), upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and duly endorsed by, or accompanied by a duly completed and executed written instrument of transfer substantially in the form endorsed on of Appendix 2 to the Warrant Certificate or otherwise in form satisfactory to the Agent executed by the registered holder or his or, in the case of an individual, his/her executors, administrators or other legal representatives or his an attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon subject to compliance with such requirements Section 2.7 and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded duly noted on the register one of such registers of transfers by the Warrant AgentAgent within three business days of the satisfaction of all such requirements. (3d) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2Section 3.1(c) and upon compliance with all other conditions in respect thereof required by this Indenture Agreement or by lawapplicable Law, be entitled to be entered on the register of holders referred to in subsection 3.8(1) Section 3.1(b), or on any branch registers of holders maintained pursuant to Section 3.1(h), as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company Corporation and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company Corporation is required to take notice by statute or by order of a court of competent jurisdiction. (4e) The Company Corporation will be entitled, and may direct the Warrant AgentAgent by Order of the Corporation, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1Section 3.1(b), or on any branch registers maintained pursuant to Section 3.1(h), if such transfer would constitute a violation require the Corporation to qualify the Warrants or the Common Shares issuable on exercise of the Securities Laws Warrants for distribution in any jurisdiction other than the Qualifying Jurisdictions. (f) Neither the Corporation nor the Agent will be bound to take notice of or see to the execution of any applicable jurisdiction trust, whether express, implied or the rulesconstructive, regulations or policies in respect of any regulatory authority having jurisdiction. Warrant, and may transfer any Warrant on the written direction of the Person registered as the holder thereof and delivered in accordance with Section 3.1(c), whether named as trustee or otherwise, as though that Person were the beneficial owner thereof. (g) The Warrant Agent is entitled will from time to assume compliance with all applicable Securities Laws unless otherwise notified time upon Request of the Corporation or when requested so to do in writing by any Warrantholder (upon payment of the Company. No duty shall rest Agent’s reasonable charges), furnish the Corporation or such Warrantholder with a list of the names and addresses of holders of Warrants entered on such registers and showing the number of Warrants held by each such holder. (h) The Agent, with the Warrant approval of the Corporation, may at any time and from time to time change the place at which the registers referred to in Section 3.1(b) are kept, cause branch registers of holders or transfers to be kept at other places and close such branch registers or change the place at which such branch registers are kept. Notice of any such change or closure will be given by the Agent to determine compliance the Corporation and the holders of Warrants. (i) The Agent will retain until the sixth anniversary of the transferee Expiry Time all instruments of transfer of Warrants that are tendered for registration including the details shown there on of the Persons by or transferor of any Warrant through whom they were lodged, all cancelled Warrants and other related documents, in accordance with applicable Securities Lawsthe Agent’s standard practice for off-site storage.

Registration and Transfer of Warrants. (1) The Company will cause to be kept by the Warrant Agent will create and keep at the principal stock transfer office of the Warrant Agent in the City of VancouverToronto, British ColumbiaOntario: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) Warrant or Warrants pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate2.8(1) hereof, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer Transfer of Warrants form endorsed on attached to the Warrant Certificate executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(22.8(2) hereof and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(12.8(1) hereof, as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1)2.8(1) hereof, if such transfer would constitute a violation of the Securities Laws securities laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable securities legislation. (5) Any Warrant Certificate issued to a transferee in respect of transfers contemplated by this section 2.8 shall bear the appropriate legends as set forth in subsections 2.20(2) and (5). (6) If a Warrant Certificate tendered for transfer bears the legend set forth in section 2.20(2), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) an effective registration statement under the U.S. Securities LawsAct and applicable United States state securities laws covering any such transaction has been filed and declared effective by the SEC, or (B) the Company has received an acceptable legal opinion stating that such transaction is exempt from registration, or (C) the Company otherwise satisfies itself that such transaction is exempt from registration. The Warrant Agent shall not be responsible for determining whether a registration statement under the U.S. Securities Act and applicable United States state securities laws is sufficient to allow a transfer of a Warrant Certificate.

Registration and Transfer of Warrants. (1) The Company will cause to be kept by the Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City of Vancouver, British Columbia: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) Share Purchase Warrant or Share Purchase Warrants pursuant to the terms of this Indenture indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate2.8(1) hereof, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer Transfer of Warrants form endorsed on attached to the Warrant Certificate executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such all other conditions in respect thereof required by this indenture or by law, and the requirements and of regulatory authorities, such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(22.8(2) hereof and upon compliance with all other conditions in respect thereof required by this Indenture indenture or by law, and the requirements of regulatory authorities, be entitled to be entered on the register of holders referred to in subsection 3.8(12.8(1) hereof, as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1)2.8(1) hereof, if such transfer would constitute a violation of the Securities Laws securities laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Subject to subsection 2.8(5) hereof, the Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable securities legislation. (5) If a Warrant Certificate is tendered for transfer and bears the legend set forth in subsection 2.19 (1) hereof and the holder thereof has not obtained the prior written consent of the Company, the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and the Company and Warrant Agent with an opinion of counsel addressed to the Company and the Warrant Agent (which will not be sufficient unless it is from counsel of recognized standing and in form and substance satisfactory to the Company and the Warrant Agent) to the effect that (i) such sale, transfer or other disposition is made in conformity with the volume and other limitations of Rule 145 promulgated by the Commission under the U.S. Securities LawsAct, (ii) such sale, transfer or other disposition has been registered under the U.S. Securities Act or (iii) in the opinion of counsel, such sale, transfer or other disposition is otherwise exempt from registration under the U.S. Securities Act. (6) Any Warrant Certificate issued to a transferee in transfers contemplated by this section 2.8 shall bear the appropriate legend as set forth in section 2.19. The Warrant Agent shall be entitled to rely on the address of a holder to determine whether the holder is a U.S. Person.

Registration and Transfer of Warrants. (1a) The Warrant Agent Corporation will create and keep at the principal office of cause to be kept by the Warrant Agent at its principal office in the City of Vancouver, in the Province British Columbia: (ai) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereofthem; and (bii) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2b) No transfer of any Warrant, other than transfers of the beneficial interest in Warrants represented by a Global Warrant Certificate, will be valid unless entered on the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate2.9(a) hereof, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and duly endorsed by, or accompanied by a duly completed and executed written instrument of transfer in the form endorsed on of the Transfer Form attached to the Warrant Certificate or such other form satisfactory to the Warrant Agent and the Corporation executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in a form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent. (3c) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(22.9(b) hereof and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(12.9(a) hereof, as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company Corporation and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company Corporation is required to take notice by statute or by order of a court of competent jurisdiction. (4d) The Company Corporation will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1)2.9(a) hereof, if such transfer would constitute a violation of the Securities Laws securities laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The , provided, however in the absence of notice by the Corporation of any such violation, the Warrant Agent is entitled to assume may rely, without liability, upon any confirmation of compliance with all applicable Securities Laws securities laws and requirements or regulatory requirements delivered pursuant to subsection 2.9(b) hereof. (e) If a Warrant Certificate tendered for transfer bears the legend set forth in section 2.2(b), the Warrant Agent shall not register such transfer unless otherwise notified in writing by the Company. No duty shall rest transferor has provided the Warrant Agent with the Warrant Certificate and (A) the transfer is made to the Corporation or (B) a declaration to the effect set forth in subsection 2.2(b), or in such other form as the Corporation may from time to time prescribe, is delivered to the Warrant Agent. Any Warrant Certificate issued to a transferee in a transfer contemplated by this section 2.9(e) shall bear the legend as set forth in section 2.2(c). (f) If the Warrant Certificate tendered for transfer does not bear the legend set forth in subsection 2.2(b), the Warrant Agent to determine compliance shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and a certificate stating that the transfer is being made, and the offer of the securities being transferred was made, to a person not in the United States and that is not a U.S. Person. Notwithstanding the foregoing, the Warrant Agent shall not register such transfer if the Warrant Agent has reason to believe that the transferee is a person in the United States or transferor a U.S. Person or is acquiring the Warrants evidenced thereby for the account or benefit of any a person in the United States or a U.S. Person. Any Warrant with applicable Securities LawsCertificate issued to a transferee in a transfer contemplated by this section 2.9(f) shall bear the legend set forth in subsection 2.2(c).

Registration and Transfer of Warrants. ‌ (1) The Company will cause to be kept by the Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City of Vancouver, British Columbia:Columbia:‌ (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer or transfer, exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(12.8(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate or in the case of Uncertificated Warrants a duly executed transaction instruction from the holder (or such other instructions, in form satisfactory to the Warrant Agent) executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent.Agent.‌ (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(22.8(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(12.8(1) as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(12.8(1), if such transfer would constitute a violation of the Securities Laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdictionjurisdiction or the representations and warranties made by the Warrantholder under which the Warrants were acquired. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Laws. (5) Any Warrant issued to a transferee upon transfers contemplated by this section 2.8 shall bear the appropriate legend as set forth in subsection 2.21(2), if applicable. (6) If a Warrant tendered for transfer bears the legend set forth in subsection 2.21(2), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant and complies with the requirements of the said subsection 2.21(2) and 2.21(3). (7) Warrants, in certificated form, bearing the legend set forth in subsection 2.21(2) shall not be offered, sold or otherwise transferred except (A) to the Company, (B) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations, (C) within the United States in accordance with (i) Rule 144A under the U.S. Securities Act, if available, or (ii) Rule 144 under the U.S. Securities Act, if available, and in each case in compliance with applicable state securities laws, or (D) in another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws, provided that in the case of transfers pursuant to (C)(ii) or (D) above, the Company has received an opinion of counsel satisfactory to it to such effect, and, in each case, in accordance with applicable state securities laws

Registration and Transfer of Warrants. (1) The Warrant Agent Corporation will create and keep at the principal office of cause to be kept by the Warrant Agent Trustee at its principal offices in the City city of Vancouver, British ColumbiaToronto: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereofthem; and (b) a register of transfers of Warrants in which all transfers of Warrants and shall be entered the date and other particulars of each such transfer shall be enteredof Warrants. (2) No transfer of any a Warrant will shall be valid unless entered on made by: (a) the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate executed by the registered holder Warrantholder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant AgentTrustee with signatures guaranteed by a Schedule I chartered bank, if applicablea Canadian trust company, anda member of the medallion guarantee program, a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP); or (b) the liquidator of, or a trustee in bankruptcy for, a Warrantholder, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent Trustee and the Corporation may prescribeprescribe (including, such transfer will be without limitation, the requirement to provide evidence of satisfactory compliance with applicable Securities Laws and unless recorded on the register of transfers maintained by the Warrant AgentTrustee pursuant to Subsection 2.08(1), nor until all stamp taxes or governmental or other charges arising by reason of such transfer have been paid. (3) In The Warrant Trustee will process all proffered transfers and exercises in good faith upon the case presumption that such transfer or exercise is permissible pursuant to all applicable legislation and the terms of this Indenture. The transferor and transferee are solely responsible for ensuring compliance with any applicable securities laws, and the Warrant Trustee shall have no obligations to ensure compliance with any laws applicable to the issue, transfer or exercise of the Warrants. (4) The transferee of a Warrant Certificate, the transferee of any Warrant willshall, after surrender the transfer form printed on the Warrant Certificate and any other form of transfer acceptable to the Warrant Agent of Trustee is duly completed and the Warrant Certificate evidencing such is lodged with the Warrant as required by subsection 3.8(2) Trustee and upon compliance with all other conditions in respect thereof that regard required by this Indenture or by law, be entitled to be have his name entered on the register of holders referred to in subsection 3.8(1) Warrantholders as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company Corporation and the transferor or any previous holder of such Warrant, except save in respect of equities or rights of which the Company Corporation or the transferee is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1), if such transfer would constitute a violation of the Securities Laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Laws.

Registration and Transfer of Warrants. (1) The Warrant Agent will create and keep at Corporation hereby appoints the principal office Trustee as registrar of the Warrant Agent Warrants. The Corporation may hereafter, with the consent of the Trustee, appoint one or more other additional registrars of the Warrants, including any Co-transfer Agent. (2) The Corporation shall cause a register to be kept by the Trustee, and the Trustee agrees to maintain such a register, at its principal transfer office in the City cities of VancouverVancouver and Toronto, British Columbia: (a) a register of holders in which shall be entered in alphabetical order alphabetically the names and addresses of the holders of Warrants and other particulars of the Warrants held by them respectively and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer transfer. Such registration shall be enterednoted on the Warrant Certificates by the Trustee or other Registrar. The Corporation shall also cause a branch register containing the foregoing information to be maintained by the Trustee in such other place or places as the Corporation with the approval of the Trustee may designate. (23) No transfer of any a Warrant will shall be valid unless entered made on any one of the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate, registers upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and to the Trustee or other Registrar accompanied by a duly completed and executed written instrument of transfer in form endorsed on satisfactory to the Warrant Certificate Trustee or other Registrar executed by the registered holder or his executors, administrators administrator or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, Trustee or other Registrar and upon compliance with such requirements and such other reasonable requirements as the Warrant Agent Trustee or other Registrar may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent. (3) In the case of a Warrant Certificate, the transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(1) as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will registers referred to in this section 3.4 shall at all reasonable times be entitledopen for inspection by the Corporation, by the Trustee and by any Warrantholder. (5) The registered holder of a Warrant may at any time and from time to time have the registration of the Warrant transferred from the register in which the registration thereof appears to another authorized register upon compliance with such reasonable requirements as the Trustee or other Registrar may prescribe. (6) Subject to subsection 3.4(7), the holder of a Warrant may at any time and from time to time have the Warrant transferred at any of the places at which a register of transfers is kept pursuant to this section 3.4 in accordance with the conditions herein, such reasonable requirements as the Registrar may prescribe and all applicable securities legislation and requirements of regulatory authorities, provided however that the transfer of Warrants shall be accompanied by a transfer form. (7) Except as required by law, neither the Trustee nor any other Registrar nor the Corporation shall be charged with notice of or be bound to see to the execution of any trust, whether express, implied or constructive, in respect of any Warrant and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of transfer any Warrant on the registers referred to in subsection 3.8(1), if such transfer would constitute a violation written direction of the Securities Laws person registered as the holder thereof, whether named as trustee or otherwise, as though that person were the beneficial owner thereof. (8) The register required to be kept in the Cities of Vancouver and Toronto shall not be closed at any applicable jurisdiction time. In the event that an office of the Trustee or a Co-transfer Agent in any place is closed, notice of the closing shall be given, in the manner provided in section 11.2, to the Warrantholders. (9) The Trustee and every other Registrar shall from time to time, when requested by the Corporation, or by the Trustee furnish the Corporation, or the rulesTrustee, regulations or policies as the case may be, with a list of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance names and addresses of the transferee holders of Warrants entered on the register kept by such Trustee or transferor other Registrar showing the number of any Warrant with applicable Securities LawsWarrants held by each such holder.

Registration and Transfer of Warrants. (1) 2.10.1 The Company will cause to be kept by the Warrant Agent will create and keep Trustee at the principal office stock transfer offices of the Warrant Agent Trustee in the City of VancouverToronto, British ColumbiaOntario: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants Warrantholders and particulars of the Warrants held by them and the Warrant Agent Trustee shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) Warrant or Warrants pursuant to the terms of this Indenture indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) 2.10.2 No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant CertificateSubsection 2.10.1 hereof, upon surrender to the Warrant Agent Trustee of the Warrant Certificate evidencing such Warrant, and duly endorsed by, or accompanied by a duly completed and executed written instrument of transfer substantially in the form endorsed on the Warrant Certificate attached hereto in Schedule A executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicableTrustee, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent Trustee may prescribe, such transfer will be recorded on the register of transfers by the Warrant AgentTrustee. (3) In 2.10.3 Warrants may not be transferred to U.S. Persons, persons in the case United States or a person for the account or benefit of a U.S. Person or a person in the United States, subject to Subsection 2.10.4. 2.10.4 Notwithstanding Subsection 2.10.3, if a Warrant CertificateCertificate tendered for transfer bears the legend set forth in Section 2.2: (a) the transfer may be made to a U.S. Person, a person in the United States or a person for the account or benefit of a U.S. Person or a person in the United States, provided that the transfer is made in accordance with the terms of such legend and provided further that the Warrant Certificate issued to such transferee shall also bear such legend; or (b) if the Warrants represented by such Warrant Certificate are being sold outside the United States under Rule 904 of Regulation S, the legend may be removed by the transferor providing a declaration to the Warrant Trustee to the effect set forth in Schedule B hereto. The Warrant Trustee shall be protected in acting and relying solely on the addresses provided by the transferor for these purposes. 2.10.5 The transferee of any Warrant will, after surrender to the Warrant Agent Trustee of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2) Subsection 2.10.2 hereof and upon compliance with all other conditions in respect thereof required by this Indenture or by lawApplicable Legislation, be entitled to be entered on the register of holders referred to in subsection 3.8(1) Subsection 2.10.1 hereof, as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) 2.10.6 The Company will be entitled, and may direct the Warrant AgentTrustee, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1)Subsection 2.10.1 hereof, if such transfer would constitute a violation of the Securities Laws of any applicable jurisdiction Applicable Legislation or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent Trustee is entitled to assume compliance with all applicable Securities Laws Applicable Legislation unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent Trustee to determine compliance of the transferee or transferor of any Warrant with applicable Securities LawsApplicable Legislation.

Registration and Transfer of Warrants. (1) The Company will cause to be kept by the Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City of VancouverToronto, British ColumbiaOntario: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(12.9(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on Transfer Form as attached to the Warrant Certificate executed by the registered holder or of his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(22.9(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(12.9(1) as the owner of such Warrant free from all equities or rights of set-set- off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(12.9(1), if such transfer would constitute a violation of the Securities Laws securities laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Laws. (5) Any Warrant Certificate issued to a transferee upon transfers contemplated by this Section 2.9 shall bear the appropriate legends as required by applicable Securities Laws and, if applicable, as set forth in subsection 2.20(1)(b). (6) If a Warrant Certificate tendered for transfer bears the legend set forth in paragraph 2.20(1)(b), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and complies with the requirements of the said paragraph 2.20(1)(b).

Registration and Transfer of Warrants. (1) The Company will cause to be kept by the Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City of Vancouver, British ColumbiaColumbia and Toronto, Ontario: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) pursuant to the terms of this Indenture indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will The Warrants may only be valid unless entered transferred on the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate, upon surrender to kept by the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate executed by the registered holder or his executors, administrators or other its legal representatives or his its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant AgentAgent only upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent the Warrant Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of legend or opinion of counsel, if required by sections 2.20(1) or 2.20(2), as applicable); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system, and, (c) upon compliance with with: (i) the conditions herein; (ii) such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the register ; and (iii) all applicable securities legislation and requirements of transfers by the Warrant Agent.regulatory authorities; (3) In The Warrants may be transferred, subject to applicable laws. Warrants may not be transferred in denominations of less than 10,000. No transfer of the Warrants shall be effective unless a duly executed Transfer of Warrants Form attached to the Warrant Certificate attached as Schedule “A”, or other instrument of transfer in such form as the Company may from time to time prescribe, together with such evidence of the genuineness of each endorsement, execution and authorization and of other matters as may reasonably be required by the Company, are delivered to the Company. No transfer of the Warrants evidenced hereby will be made if in the opinion of counsel to the Company such transfer would result in the violation of any applicable securities laws. (4) If a Warrant Certificate tendered for transfer bears the legend set forth in section 2.20(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate. Such securities may be transferred only (A) to the Company, (B) outside the United States in accordance with Rule 904 of Regulation S and in compliance with applicable local securities laws and regulations (C) within the United States in accordance with the exemption from registration requirements of the U.S. Securities Act provided by Rule 144 and in compliance with applicable local laws and regulations or (D) with the prior written consent of the Company pursuant to another available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws after first providing to the Company and the Warrant Agent (1) in the case of a Warrant Certificatetransfer pursuant to clause B, a declaration in the transferee form of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing Schedule “B” hereto together with such Warrant additional documentation as required by subsection 3.8(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(1) as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor Warrant Agent may reasonably request, and (2) in the case of a transfer pursuant to clause C or any previous holder clause D, an opinion of such Warrant, except U.S. counsel of recognized standing in respect of equities or rights of which form and substance satisfactory to the Company is required and the Warrant Agent that the offer, sale, pledge or other transfer does not require registration under the U.S. Securities Act or applicable state securities laws, or after first providing to take notice by statute the Company such other evidence of compliance with applicable securities laws as the Company shall reasonably request. Warrants and, if applicable, Warrant Shares, issued to, or by order of for the account or benefit of, a court of competent jurisdictionU.S. Purchaser (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. (45) Subject to the provisions of this indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Company upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Company and the Warrant Agent with respect to such Warrants and neither the Company nor the Warrant Agent shall be bound to inquire into the title of any such holder. (6) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(12.9(1), if such transfer would constitute a violation of the Securities Laws securities laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Lawssecurities legislation.

Registration and Transfer of Warrants. (1) The Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City of VancouverCalgary, British ColumbiaAlberta: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1Section 2.8(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate or in the case of Uncertificated Warrants a duly executed transaction instruction from the holder (or such other instructions, in form satisfactory to the Warrant Agent) executed by the registered holder or his executors, administrators or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribeprescribe and all applicable securities requirements of regulatory authorities, such transfer will be recorded on the register of transfers by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a Warrant Certificate, or in the case of an Uncertificated Warrant, the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the Uncertificated Warrant be certificated. Transfers within the systems of CDS are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2Section 2.8(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(1Section 2.8(1) as the owner of such Warrant free from all equities or rights of set-set- off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1Section 2.8(1), if such transfer would constitute a violation of the Securities Laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Laws. (5) Any Warrant issued to a transferee upon transfers contemplated by this Section 2.8 shall bear the appropriate legend as set forth in Section 2.20(2), if applicable. (6) If a Warrant tendered for transfer bears the legend set forth in Section 2.20(2), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant and complies with the requirements of the said Section 2.20(2). (7) Warrants, in certificated form, bearing the legend set forth in Section 2.20(2) shall not be offered, sold, pledged or otherwise transferred, directly or indirectly, except (A) to the Company; (B) outside the United States in compliance with Rule 904 of Regulation S, if available, and in compliance with applicable local laws and regulations; (C) pursuant to an exemption from registration under the U.S. Securities Act provided by (i) Rule 144 or (ii) Rule 144A thereunder, if available, and in compliance with applicable U.S. state securities laws; (D) in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) under an effective registration statement under the U.S. Securities Act, provided that in the case of transfers pursuant to (C)(i) or (D) above, a legal opinion or other evidence, reasonably satisfactory to the Company, must first be provided to the Company and the Warrant Agent to the effect that such transfer is exempt from registration under the U.S. Securities Act and applicable state securities laws. (8) The Warrant Agent shall give notice to the Company of the transfer made by a Warrantholder pursuant to Section 2.8(7) and the Company shall provide written authorization to proceed with the transfer before such transfer is made effective by the issuance of the Warrant.

Registration and Transfer of Warrants. (1) The Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City of Vancouver, British Columbia: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(12.8(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate or in the case of Uncertificated Warrants a duly executed transaction instruction from the holder (or such other instructions, in form satisfactory to the Warrant Agent) executed by the registered holder or his executors, administrators or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribeprescribe and all applicable securities legislation and requirements of regulatory authorities, such transfer will be recorded on the register of transfers by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a Warrant Certificate, or in the case of an Uncertificated Warrant the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the Uncertificated Warrant be certificated. Transfers within the systems of CDS are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(22.8(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(12.8(1) as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(12.8(1), if such transfer would constitute a violation of the Securities Laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdictionjurisdiction or the representations and warranties made by the Warrantholder in the U.S. Placement Memorandum, as applicable, in the U.S. Offering under which the Warrants were acquired. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Laws. (5) Any Warrant issued to a transferee upon transfers contemplated by this section 2.8 shall bear the appropriate legend as set forth in subsection 2.21(2), if applicable. (6) If a Warrant tendered for transfer bears the legend set forth in subsection

Registration and Transfer of Warrants. (1) The Company will cause to be kept by the Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City cities of VancouverToronto, Ontario, Vancouver and British Columbia: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) Share Purchase Warrant or Share Purchase Warrants pursuant to the terms of this Indenture indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate2.8(1) hereof, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer Transfer of Warrants form endorsed on attached to the Warrant Certificate executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(22.8(2) hereof and upon compliance with all other conditions in respect thereof required by this Indenture indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(12.8(1) hereof, as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1)2.8(1) hereof, if such transfer would constitute a violation of the Securities Laws securities laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable securities legislation. (5) Any Warrant Certificate issued to a transferee in transfers contemplated by this section 2.8 shall bear the appropriate legends as set forth in subsections 2.20 (1) and (2). (6) If a Warrant Certificate tendered for transfer bears the legend set forth in section 2.20, the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) an effective registration statement under the U.S. Securities LawsAct and applicable United States state securities laws covering any such transaction has been filed, or (B) the Company has received an acceptable legal opinion stating that such transaction is exempt from registration, or (C) the Company otherwise satisfies itself that such transaction is exempt from registration. (7) If a Warrant Certificate tendered for transfer does not bear the legend set forth in section 2.20 and such transfer is not otherwise exempt, the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and a duly executed and completed Transfer of Warrants form attached to the Warrant Certificate, and the offer of the securities being transferred was made to a person not in the United States and that is not a U.S. Person.

Registration and Transfer of Warrants. (1) The Company will cause to be kept by the Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City of VancouverT▇▇▇▇▇▇, British Columbia▇▇▇▇▇▇▇: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) Share Purchase Warrant or Share Purchase Warrants pursuant to the terms of this Indenture indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate2.8(1) hereof, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer Transfer of Warrants form endorsed on attached to the Warrant Certificate executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(22.8(2) hereof and upon compliance with all other conditions in respect thereof required by this Indenture indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(12.8(1) hereof, as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1)2.8(1) hereof, if such transfer would constitute a violation of the Securities Laws securities laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Subject to subsection 2.8(5) hereof, the Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable securities legislation. (5) If a Warrant Certificate is tendered for transfer and bears the legend set forth in subsection 2.20(1) hereof and the holder thereof has not obtained the prior written consent of the Company, the Warrant Agent shall not register such transfer unless the transferor has provide the Warrant Agent with the Warrant Certificate and the transfer is being made only (A) to the Company, (B) within the United States, in accordance with Rule 144A under the U.S. Securities Act (“Rule 144A”) to a person it reasonably believes is a Qualified Institutional Buyer (as defined under Rule 144A) that purchases for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A, (C) outside the United States, in accordance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations, including the Securities Laws, (D) within the United States, in a transaction exempt from registration under the U.S. Securities Laws pursuant to Rule 144 under the U.S. Securities Act and in compliance with any applicable state securities laws of the United States, upon furnishing the Company with an opinion of counsel in a form and substance reasonably satisfactory to the Company to that effect, or (E) within the United States, in a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws of the United States, upon furnishing the Company with an opinion of counsel in a form and substance reasonably satisfactory to the Company to that effect. (6) Any Warrant Certificate issued to a transferee in transfers contemplated by section 2.8 shall bear the appropriate legend as set forth in section 2.20.

Registration and Transfer of Warrants. (1) WorldHeart hereby appoints the Warrant Agent as registrar and transfer agent of the Warrants. (2) The Warrant Agent will create cause to be kept, by and keep at the principal office of the Warrant Agent offices in the City of VancouverToronto, British ColumbiaOntario: (a) a register ▇ ▇▇▇▇▇▇▇▇ (▇▇ registers) of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereofthem; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (23) No transfer of any Warrant will be valid unless duly entered on the appropriate register of transfers referred to in subsection 3.8(1Subsection 3.1(2), and, in the case of a Warrant Certificateor on any branch registers maintained pursuant to Subsection 3.1(8), upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and duly endorsed by, or accompanied by a duly completed and executed written instrument of transfer substantially in the form endorsed on of Appendix 2 to the Warrant Certificate or otherwise in form satisfactory to the Warrant Agent executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon subject to compliance with Sections 2.7, 2.8 and 4.6(a)(vii), and such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded duly noted on the register one of such registers of transfers by the Warrant AgentAgent within two business days of the satisfaction of all such requirements. (34) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2Subsection 3.1(3) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in Subsection 3.1(2), or on any branch registers of holders maintained pursuant to subsection 3.8(1) 3.1(8), as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company WorldHeart and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company WorldHeart is required to take notice by statute or by order of a court of competent jurisdiction. (45) The Company WorldHeart will be entitled, and may direct the Warrant AgentAgent in writing, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1Subsection 3.1(2), or on any branch registers maintained pursuant to Subsection 3.1(8), if such transfer would constitute a violation require WorldHeart to qualify the Common Shares issuable on exercise of the Securities Laws Warrants for distribution in any jurisdiction other than the Qualifying Jurisdictions. (6) Neither WorldHeart nor the Warrant Agent will be bound to take notice of or see to the execution of any applicable jurisdiction trust, whether express, implied or the rulesconstructive, regulations or policies in respect of any regulatory authority having jurisdictionWarrant, and may transfer any Warrant on the written direction of the person registered as the holder thereof and delivered in accordance with Subsection 3.1(3), whether named as trustee or otherwise, as though that person were the beneficial owner thereof. (7) The registers referred to in Subsection 3.1(2), and any branch registers maintained pursuant to Subsection 3.1(8), will at all reasonable times be open for inspection during normal business hours by WorldHeart and any Warrantholder. The Warrant Agent is entitled will from time to assume compliance with all applicable Securities Laws unless otherwise notified time when requested to do so in writing by WorldHeart or any Warrantholder (upon payment of the CompanyWarrant Agent's reasonable charges), furnish WorldHeart or such Warrantholder with a list of the names and addresses of holders of Warrants entered on such registers and showing the number of Warrants held by each such holder. (8) The Warrant Agent with the approval of WorldHeart, may at any time and from time to time change the place at which the registers referred to in Subsection 3.1(2) are kept, cause branch registers of holders or transfers to be kept at other places and close such branch registers or change the place at which such branch registers are kept. No duty Notice of any such change or closure shall rest with be given by the Warrant Agent to determine compliance WorldHeart and the holders of Warrants. (9) The Warrant Agent shall retain until the sixth anniversary of the transferee Expiry Time all instruments of transfer of Warrants which are tendered for registration including the details shown thereon of the persons by or transferor of any Warrant with applicable Securities Lawsthrough whom they were lodged, all cancelled Warrants and other related documents.

Registration and Transfer of Warrants. (1) The Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City of VancouverCalgary, British ColumbiaAlberta: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1Section 2.8(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate or in the case of Uncertificated Warrants a duly executed transaction instruction from the holder (or such other instructions, in form satisfactory to the Warrant Agent) executed by the registered holder or his executors, administrators or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribeprescribe and all applicable securities requirements of regulatory authorities, such transfer will be recorded on the register of transfers by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a Warrant Certificate, or in the case of an Uncertificated Warrant, the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the Uncertificated Warrant be certificated. Transfers within the systems of CDS are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2Section 2.8(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(1Section 2.8(1) as the owner of such Warrant free from all equities or rights of set-off setoff or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1Section 2.8(1), if such transfer would constitute a violation of the Securities Laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Laws. (5) Any Warrant issued to a transferee upon transfers contemplated by this section 2.8 shall bear the appropriate legend as set forth in Section 2.20(2), if applicable. (6) If a Warrant tendered for transfer bears the legend set forth in Section 2.20(2), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant and complies with the requirements of the said Section 2.20(2). (7) Warrants, in certificated form, bearing the legend set forth in Section 2.20(2) shall not be offered, sold, pledged or otherwise transferred, directly or indirectly, except (A) to the Company; (B) outside the United States in compliance with Rule 904 of Regulation S, if available, and in compliance with applicable local laws and regulations; (C) pursuant to an exemption from registration under the U.S. Securities Act provided by (i) Rule 144 or (ii) Rule 144A thereunder, if available, and in compliance with applicable U.S. state securities laws; (D) in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) under an effective registration statement under the U.S. Securities Act, provided that in the case of transfers pursuant to (C)(i) or (D) above, a legal opinion or other evidence, reasonably satisfactory to the Company, must first be provided to the Company and the Warrant Agent to the effect that such transfer is exempt from registration under the U.S. Securities Act and applicable state securities laws. (8) The Warrant Agent shall give notice to the Company of the transfer made by a Warrantholder pursuant to Section 2.8(7) and the Company shall provide written authorization to proceed with the transfer before such transfer is made effective by the issuance of the Warrant.

Registration and Transfer of Warrants. (1) The Warrant Agent will create shall maintain records and keep accounts concerning the Warrants, whether certificated or uncertificated, which shall contain the information called for below with respect to each Warrant, together with such other information as may be required by law or as the Warrant Agent may elect to record. All such information shall be kept in one set of accounts and records which the Warrant Agent shall designate (in such manner as shall permit it to be so identified as such by an unaffiliated party) as the register of the holders of Warrants kept at the principal office stock transfer offices of the Warrant Agent in the City of Vancouver, Vancouver British Columbia:. The information to be entered for each account in the register of Warrants at any time shall include (without limitation): (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants Registered Warrantholders and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; (b) whether such Warrant is a Warrant Certificate or an Uncertificated Warrant and, if a Warrant Certificate, the unique number or code assigned to and imprinted thereupon and, if an Uncertificated Warrant, the unique number or code assigned thereto if any; and (bc) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(12.11(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate executed by the registered holder or his their executors, administrators or other legal representatives or his their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent. (3) In the case of a Warrant Certificate, the transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(22.11(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(12.11(1) as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(12.11(1), if such transfer would constitute a violation of (a) the Securities Laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdictionjurisdiction or (b) any restrictive legend on such Warrant. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Laws. (5) If a Warrant Certificate tendered for transfer bears the legend set forth in subsection 2.7(2), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and (A) the transfer is made to the Company or (B) a declaration in such form as the Company may from time to time prescribe, as may be satisfactory to the Company, is delivered to the Warrant Agent, and if required by the Company and the Warrant Agent, the transferor provides an opinion of counsel of recognized standing, reasonably satisfactory to the Company and the Warrant Agent that the transfer is in compliance with applicable state securities laws and the U.S. Securities Act. The Warrant Agent shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of the legend set forth above.

Registration and Transfer of Warrants. (1) The Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City of VancouverCalgary, British Columbia: (a) Alberta: a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) and a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) . No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1Section 2.8(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate or in the case of Uncertificated Warrants a duly executed transaction instruction from the holder (or such other instructions, in form satisfactory to the Warrant Agent) executed by the registered holder or his executors, administrators or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribeprescribe and all applicable securities requirements of regulatory authorities, such transfer will be recorded on the register of transfers by the Warrant Agent. (3) In . Upon compliance with such requirements, the case of Warrant Agent shall issue to the transferee a Warrant Certificate, or in the case of an Uncertificated Warrant, the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the Uncertificated Warrant be certificated. Transfers within the systems of CDS are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent. The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2Section 2.8(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(1Section 2.8(1) as the owner of such Warrant free from all equities or rights of set-set- off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) . The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1Section 2.8(1), if such transfer would constitute a violation of the Securities Laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Laws. Any Warrant issued to a transferee upon transfers contemplated by this section shall bear the appropriate legend as set forth in Section 2.20(2), if applicable. If a Warrant tendered for transfer bears the legend set forth in Section 2.20(2), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant and complies with the requirements of the said Section 2.20(2). Warrants, in certificated form, bearing the legend set forth in Section 2.20(2) shall not be offered, sold, pledged or otherwise transferred, directly or indirectly, except (A) to the Company; (B) outside the United States in compliance with Rule 904 of Regulation S, if available, and in compliance with applicable local laws and regulations; (C) pursuant to an exemption from registration under the U.S. Securities Act provided by (i) Rule 144 or (ii) Rule 144A thereunder, if available, and in compliance with applicable U.S. state securities laws; (D) in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) under an effective registration statement under the U.S. Securities Act, provided that in the case of transfers pursuant to (C)(i) or (D) above, a legal opinion or other evidence, reasonably satisfactory to the Company, must first be provided to the Company and the Warrant Agent to the effect that such transfer is exempt from registration under the U.S. Securities Act and applicable state securities laws.. The Warrant Agent shall give notice to the Company of the transfer made by a Warrantholder pursuant to Section 2.8(7) and the Company shall provide written authorization to proceed with the transfer before such transfer is made effective by the issuance of the Warrant.

Registration and Transfer of Warrants. (1) 3.4.1 The Warrant Agent will create and keep at Company hereby appoints the principal office Trustee as registrar of the Warrant Agent Warrants. The Company may hereafter, with the consent of the Trustee, appoint one or more other additional registrars of the Warrants. 3.4.2 The Company shall cause a register and branch registers to be kept by the Trustee at its principal transfer offices in each of the City cities of Vancouver, British Columbia: (a) a register Columbia [and Toronto, Ontario] and in such other place or places and by such other agent as the Company with the approval of holders the Trustee may designate, in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and other particulars of the Warrants held by them respectively and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants. Warrants and bearing the date and other particulars legend set out in subsection 2.3.3 may not be transferred in the United States or to or for the account or benefit of each a person in the United States unless the conditions set out in such transfer shall be entered. (2) legends are met to the satisfaction of the Company. No transfer of any Warrant will Warrants shall be valid unless entered on the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate executed unless: (a) it is made by the registered holder or his executors, executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution executed in a manner satisfactory to the Warrant Agent, if applicable, andregistrar, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent registrar may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent.; and (3b) In the case of a Warrant Certificate, the transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(1) as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the Trustee shall have received satisfactory written representations of the transferor and transferee together with such other evidence (if any) as the Company shall reasonably require to assure that the transfer complies with applicable securities laws and the restrictions or transfer set out herein; and (c) the transfer shall have been duly entered on one of the appropriate registers by a registrar. 3.4.3 The registers referred to in this section shall at all reasonable times be open for inspection by the Company, by the Trustee and by any previous Warrantholder. 3.4.4 The holder of a Warrant may at any time and from time to time have the Warrant transferred at any of the places at which a register of transfers is kept pursuant to the provisions of this section 3.4 in accordance with such Warrantreasonable regulations as the registrar may prescribe. 3.4.5 Except as required by law, except neither the Trustee nor any other registrar nor the Company shall be charged with notice of or be bound to see to the execution of any trust, whether express, implied or constructive, in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, any Warrant and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of transfer any Warrant on the registers referred to in subsection 3.8(1), if such transfer would constitute a violation written direction of the Securities Laws holder thereof, whether named as trustee or otherwise, as though that person were the beneficial owner thereof. 3.4.6 Except in the case of the registers required to be kept at the cities of Vancouver, British Columbia [and Toronto, Ontario], the Company by agreement shall have the power to close any applicable jurisdiction or branch register at any time. In the rulesevent that the register in any place is closed, regulations or policies notice of any regulatory authority having jurisdiction. the closing shall be given, in the manner provided in section 11.2, to the Warrantholders. 3.4.7 The Warrant Agent is entitled registrar shall, when requested so to assume compliance with all applicable Securities Laws unless otherwise notified in writing do by the Company. No duty shall rest , furnish the Company with the Warrant Agent to determine compliance a list of names and addresses of the transferee or transferor Warrantholders showing the number of any Warrant with applicable Securities LawsWarrants held by each Warrantholder.

Registration and Transfer of Warrants. (1) The Warrant Agent will create ▇▇▇▇▇▇▇ hereby appoints the Trustee as registrar and keep at the principal office transfer agent of the Warrant Agent in Warrants and the City of Vancouver, British ColumbiaTrustee hereby accepts such appointment. (2) The Trustee will cause to be kept: (a) by and at the principal offices of the Trustee in Toronto, Ontario, a register (or registers) of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereofthem; and (b) by and at the principal office in Toronto, Ontario of the Trustee, a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (23) No transfer of any Warrant will be valid unless duly entered on the appropriate register of transfers referred to in subsection 3.8(1Subsection 3.1(2), and, in the case of a Warrant Certificateor on any branch registers maintained pursuant to Subsection 3.1(7), upon surrender to the Warrant Agent Trustee of the Warrant Certificate evidencing such Warrant, and duly endorsed by, or accompanied by a duly completed and executed written instrument of transfer substantially in the form endorsed on of Appendix 2 to the Warrant Certificate or otherwise in form reasonably satisfactory to the Trustee, executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution reasonably satisfactory to the Warrant Agent, if applicableTrustee, and, upon subject to compliance with Section 2.7 and such requirements and such other reasonable requirements as the Warrant Agent Trustee may prescribe, such transfer will be recorded duly noted on the register one of such registers of transfers by the Trustee within two business days of the satisfaction of all such requirements including, without limitation, receipt of the written direction of Kinross pursuant to Section 2.9. Any Warrant AgentCertificate issued to a transferee in a transfer in accordance with this Section 3.1 shall bear the legend set forth in Section 2.8. (34) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent Trustee of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2Subsection 3.1(3) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(1) Subsection 3.1(2), or on any branch registers of holders maintained pursuant to Subsection 3.1(7), as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company Kinross and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company ▇▇▇▇▇▇▇ is required to take notice by statute or by order of a court of competent jurisdiction.. Neither Kinross nor the Trustee will be bound to take notice of or see to the execution of any trust, whether express, implied or constructive, in respect of any Warrant, and may transfer any Warrant on the written direction of the person registered as the holder thereof and delivered in accordance with Subsection 3.1(3), whether named as trustee or otherwise, as though that person were the beneficial owner thereof (45) The Company Kinross will be entitled, and may direct the Warrant AgentTrustee in writing, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1Subsection 3.1(2), or on any branch registers maintained pursuant to Subsection 3.1(7), if such transfer would constitute a violation require Kinross to qualify the Warrants or the Common Shares issuable on exercise of the Securities Laws of Warrants for distribution in any applicable jurisdiction or other than the rulesQualifying Jurisdictions. (6) The registers referred to in Subsection 3.1(2), regulations or policies of and any regulatory authority having jurisdictionbranch registers maintained pursuant to Subsection 3.1(7), will at all reasonable times be open for inspection by Kinross and any Warrantholder. The Warrant Agent is entitled Trustee will, from time to assume compliance with all applicable Securities Laws unless otherwise notified time when requested so to do in writing by ▇▇▇▇▇▇▇ or any Warrantholder (upon payment of the Company. No duty shall rest Trustee's reasonable charges), furnish Kinross or such Warrantholder with a list of the names and addresses of holders of Warrants entered on such registers and showing the number of Warrants held by each such holder. (7) The Trustee with the Warrant Agent approval of Kinross, may at any time and from time to determine compliance time change the place at which the registers referred to in Subsection 3.1(2) are kept, cause branch registers of holders or transfers to be kept at other places and close such branch registers or change the place at which such branch registers are kept. Notice of any such change or closure shall be given by the Trustee to Kinross and the holders of Warrants. Notwithstanding the foregoing, the Trustee will be required to maintain a register of holders and of transfers (as contemplated by Subsection 3.1(2)) at its principal office in Toronto, Ontario. (8) The Trustee shall retain until the sixth anniversary of the transferee Expiry Time all instruments of transfer of Warrants which are tendered for registration including the details shown thereon of the persons by or transferor of any Warrant with applicable Securities Lawsthrough whom they were lodged, all cancelled Warrants and other related documents.

Registration and Transfer of Warrants. (1) The Company will cause to be kept by the Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City of Vancouver, British ColumbiaColumbia or ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(12.8(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer Transfer of Warrants form endorsed on as attached to the Warrant Certificate executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(22.8(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(12.8(1) as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(12.8(1), if such transfer would constitute a violation of the Securities Laws securities laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Lawssecurities legislation. (5) If a Warrant Certificate tendered for transfer bears the legend set forth in paragraph 2.20(b), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and complies with the requirements of the said paragraph 2.20(b). (6) If the Warrant Certificate tendered for transfer does not bear the legend set forth in section 2.20, the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and a completed and executed transfer form in the form included in the Warrant Certificate. Notwithstanding the forgoing, the Warrant Agent shall not register such transfer if the Warrant Agent has reason to believe that the transferee is a person in the United States or a U.S. Person or is acquiring the Warrants evidenced thereby for the account or benefit of a person in the United States or a U.S. Person.

Registration and Transfer of Warrants. (1) The Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City of VancouverMontréal, British ColumbiaQuébec: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1Section 2.8(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate or in the case of Uncertificated Warrants a duly executed transaction instruction from the holder (or such other instructions, in form satisfactory to the Warrant Agent) executed by the registered holder or his executors, administrators or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribeprescribe and all applicable securities legislation and requirements of regulatory authorities, such transfer will be recorded on the register of transfers by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a Warrant Certificate, or in the case of an Uncertificated Warrant the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the Uncertificated Warrant be certificated. Transfers within the systems of CDS are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2Section 2.8(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(1Section 2.8(1) as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1Section 2.8(1), if such transfer would constitute a violation of the Securities Laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Laws. (5) Any Warrant issued to a transferee upon transfers contemplated by this Section 2.8 shall bear the appropriate legend as set forth in Section 2.20(2), if applicable. (6) If a Warrant tendered for transfer bears the legend set forth in Section 2.20(2), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant and complies with the requirements of the said Section 2.20(2). (7) Warrants, in certificated form, bearing the legend set forth in Section 2.20(2) shall not be offered, sold, pledged or otherwise transferred, directly or indirectly, except (A) to the Company, (B) outside the United States in compliance with Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations, (C) in compliance with the exemption from registration under the U.S. Securities Act provided by (i) Rule 144 thereunder, if available, or (ii) Rule 144A thereunder, if available, (D) in another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws, or (E) pursuant to a registration statement that has been declared effective under the U.S. Securities Act. (8) The Warrant Agent shall give notice to the Company of the transfer made by a Warrantholder pursuant to Section 2.8(7) and the Company shall provide written authorization to proceed with the transfer before such transfer is made effective by the issuance of the Warrant.

Registration and Transfer of Warrants. (1) The Warrant Agent will create cause to be kept: (a) by and keep at the principal office offices of the Warrant Agent in the City of Vancouver, British Columbia: (a) , a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereofthem; and (b) by and at the principal office in Vancouver, British Columbia of the Warrant Agent, a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid without the prior written consent of Crystallex, and in any case not unless duly entered on the appropriate register of transfers referred to in subsection 3.8(13.1(1), and, in the case of a Warrant Certificateor on any branch registers maintained pursuant to subsection 3.1(7), upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and duly endorsed by, or accompanied by a duly completed and executed written instrument of transfer substantially in the form endorsed on of Appendix 2 to the Warrant Certificate or otherwise in form satisfactory to the Warrant Agent executed by by, the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded duly noted on the register one of such registers of transfers by the Warrant AgentAgent within two business days of the satisfaction of all such requirements. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(23.1(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(1) 3.1(1), or on any branch registers of holders maintained pursuant to subsection 3.1(7), as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company Crystallex and the his transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company Crystallex is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company Crystallex will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(13.1(1), or on any branch registers maintained pursuant to subsection 3.1(7), if such transfer would constitute a violation require Crystallex to qualify the Common Shares issuable on exercise of the Securities Laws Warrants for distribution in any jurisdiction of Canada. (5) Subject to applicable law, neither Crystallex nor the Warrant Agent will be bound to take notice of or see to the execution of any applicable jurisdiction trust, whether express, implied or the rulesconstructive, regulations or policies in respect of any regulatory authority having jurisdictionWarrant, and may transfer any Warrant on the written direction of the person registered as the holder thereof and delivered in accordance with subsection 3.1(2), whether named as trustee or otherwise, as though that person were the beneficial owner thereof. (6) The registers referred to in subsection 3.1(1), and any branch registers maintained pursuant to subsection 3.1(7), will at all reasonable times be open for inspection by Crystallex and any Warrantholder. The Warrant Agent is entitled will from time to assume compliance with all applicable Securities Laws unless otherwise notified time when requested to do so in writing by Crystallex or any Warrantholder (upon payment of the CompanyWarrant Agent's reasonable charges), furnish Crystallex or such Warrantholder with a list of the names and addresses of holders of Warrants entered on such registers and showing the number of Warrants held by each such holder. (7) With the approval of the Warrant Agent, Crystallex may at any time and from time to time change the place at which the registers referred to in subsection 3.1(1) are kept, cause branch registers of holders or transfers to be kept at other places and close such branch registers or change the place at which such branch registers are kept. No duty Notice of any such change or closure shall rest with be given by Crystallex to the Warrant Agent to determine compliance and the holders of Warrants. (8) The Warrant Agent shall retain until the sixth anniversary of the transferee termination of this Indenture all instruments of transfer of Warrants which are tendered for registration including the details shown thereon of the persons by or transferor of any Warrant with applicable Securities Lawsthrough whom they were lodged, all cancelled Warrants and other related documents.

Registration and Transfer of Warrants. (1) The Company will cause to be kept by the Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City of Vancouver, British ColumbiaColumbia or Toronto, Ontario: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(12.8(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer Transfer of Warrants form endorsed on as attached to the Warrant Certificate executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(22.8(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(12.8(1) as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(12.8(1), if such transfer would constitute a violation of the Securities Laws securities laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Lawssecurities legislation. (5) If a Warrant Certificate tendered for transfer bears the legend set forth in paragraph 2.20(b), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and complies with the requirements of the said paragraph 2.20(b). (6) If the Warrant Certificate tendered for transfer does not bear the legend set forth in section 2.20, the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and a completed and executed transfer form in the form included in the Warrant Certificate. Notwithstanding the forgoing, the Warrant Agent shall not register such transfer if the Warrant Agent has reason to believe that the transferee is a person in the United States or a U.S. Person or is acquiring the Warrants evidenced thereby for the account or benefit of a person in the United States or a U.S. Person.

Registration and Transfer of Warrants. (1a) The Warrant Corporation hereby appoints the Agent as registrar and transfer agent of the Warrants. (b) The Agent will create cause to be kept: (i) by and keep at the principal corporate trust office in Toronto, Ontario of the Warrant Agent in the City of VancouverAgent, British Columbia: (a) a register of holders in which shall will be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereofthem; and (bii) by and at the principal corporate trust office in Toronto, Ontario of the Agent, a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall will be entered. (2c) No transfer of any Warrant will be valid unless duly entered on the appropriate register of transfers referred to in subsection 3.8(1Section 3.1(b), and, in the case of a Warrant Certificateor on any branch registers maintained pursuant to Section 3.1(h), upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and duly endorsed by, or accompanied by a duly completed and executed written instrument of transfer substantially in the form endorsed on of Appendix 2 to the Warrant Certificate or otherwise in form satisfactory to the Agent executed by the registered holder or his or, in the case of an individual, his/her executors, administrators or other legal representatives or his an attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon subject to compliance with such requirements Section 2.7 and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded duly noted on the register one of such registers of transfers by the Warrant AgentAgent within three business days of the satisfaction of all such requirements. (3d) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2Section 3.1(c) and upon compliance with all other conditions in respect thereof required by this Indenture Agreement or by lawapplicable Law, be entitled to be entered on the register of holders referred to in subsection 3.8(1) Section 3.1(b), or on any branch registers of holders maintained pursuant to Section 3.1(h), as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company Corporation and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company Corporation is required to take notice by statute or by order of a court of competent jurisdiction. (4e) The Company Corporation will be entitled, and may direct the Warrant AgentAgent by Order of the Corporation, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1Section 3.1(b), or on any branch registers maintained pursuant to Section 3.1(h), if such transfer would constitute a violation require the Corporation to qualify the Warrants or the Common Shares issuable on exercise of the Securities Laws Warrants for distribution in any jurisdiction other than the Qualifying Jurisdictions. (f) Neither the Corporation nor the Agent will be bound to take notice of or see to the execution of any applicable jurisdiction trust, whether express, implied or the rulesconstructive, regulations or policies in respect of any regulatory authority having jurisdiction. Warrant, and may transfer any Warrant on the written direction of the Person registered as the holder thereof and delivered in accordance with Section 3.1(c), whether named as trustee or otherwise, as though that Person were the beneficial owner thereof. (g) The Warrant Agent is entitled will from time to assume compliance with all applicable Securities Laws unless otherwise notified time upon Request of the Corporation or when requested so to do in writing by any Warrantholder (upon payment of the Company. No duty shall rest Agent's reasonable charges), furnish the Corporation or such Warrantholder with a list of the names and addresses of holders of Warrants entered on such registers and showing the number of Warrants held by each such holder. (h) The Agent, with the Warrant approval of the Corporation, may at any time and from time to time change the place at which the registers referred to in Section 3.1(b) are kept, cause branch registers of holders or transfers to be kept at other places and close such branch registers or change the place at which such branch registers are kept. Notice of any such change or closure will be given by the Agent to determine compliance the Corporation and the holders of Warrants. (i) The Agent will retain until the sixth anniversary of the transferee Expiry Time all instruments of transfer of Warrants that are tendered for registration including the details shown there on of the Persons by or transferor of any Warrant through whom they were lodged, all cancelled Warrants and other related documents, in accordance with applicable Securities Lawsthe Agent's standard practice for off-site storage.

Registration and Transfer of Warrants. (1) The Warrant Agent will create Company shall cause to be kept by and keep at the principal office offices of the Warrant Agent in the City of VancouverToronto and by the Warrant Agent or such other registrar as the Company, British Columbia: (a) a register with the approval of holders the Warrant Agent, may appoint, at such other place or places, if any, as the Company may designate with the approval of the Warrant Agent, registers in which shall be entered in alphabetical order the names and addresses (including street and number, if any) of the holders of Warrants and particulars of the Warrants held by them and respectively. Such registration shall be noted on the Warrant Certificates by the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be enteredregistrar. (2) No transfer of any a Warrant will shall be valid unless entered made on any one of the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate, registers upon surrender of the Warrant Certificate to the Warrant Agent or other registrar accompanied by a written instrument of transfer in form satisfactory to the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate Agent or other registrar executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant AgentAgent or other registrar and upon compliance with such reasonable requirements, including those set forth in Section 2.14 hereof, if applicable, andas the Warrant Agent or other registrar may prescribe, nor, except in the case where a new Warrant Certificate is issued upon a transfer, unless the transfer shall have been noted by the Warrant Agent or other registrar. (3) The registered holder of Warrants may at any time and from time to time have the registration of the Warrants transferred from the register in which the registration thereof appears to another authorized register upon compliance with such requirements and such other reasonable requirements as the Warrant Agent or other registrar may prescribe, such transfer will . (4) The Company shall also cause to be recorded on kept by and at the register principal offices of transfers the Warrant Agent in the City of Toronto and by the Warrant Agent or such other registrar as the Company may appoint, with the approval of the Warrant Agent, at such other place or places, if any, as the Company may designate with the approval of the Warrant Agent, registers in which all transfers of Warrants and the date and other particulars of each transfer shall be set out. (35) In the case of a Warrant Certificate, the The transferee of any Warrant willWarrants shall, after surrender to the Warrant Certificate and the appropriate form of transfer are lodged with the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2) or other registrar and upon compliance with all other conditions in respect thereof that behalf required by this Indenture or by law, be entitled to be entered on one of the register of holders referred to in subsection 3.8(1) registers as the owner of such Warrant the Warrants free from all equities or rights of set-off or counterclaim between the Company and the his transferor or any previous holder of such Warrantthe Warrants, except save in respect of the equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdictionjurisdiction or by applicable law. The receipt by the registered holder of Warrants of the Shares purchasable pursuant thereto will be a good discharge to the Company and the Warrant Agent therefor and neither the Company nor the Warrant Agent will be bound to inquire into the title of the holder except as aforesaid. (46) The Subject to applicable law, neither the Company will nor the Warrant Agent nor any registrar shall be entitledbound to take notice of or see to the execution of any trust, whether express, implied or constructive, in respect of any Warrant or Warrant Certificate, and may direct transfer the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant same on the registers referred to in subsection 3.8(1), if such transfer would constitute a violation direction of the Securities Laws person registered as the holder thereof, as though that person were the beneficial owner thereof. (7) The registers required to be kept in the City of Toronto shall at all reasonable times be open for inspection by the Company or any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdictionWarrantholder. The Warrant Agent is entitled and every registrar shall from time to assume compliance with all applicable Securities Laws unless otherwise notified in writing time when requested to do so by the Company. No duty shall rest with , by the Warrant Agent to determine compliance or by a Warrantholder, furnish the Warrant Agent or upon payment by the Company or Warrantholder of a reasonable fee, the transferee Company or transferor the Warrantholder, as the case may be, with a list of any Warrant with applicable Securities Lawsnames and addresses of holders of Warrants entered on the registers kept by them and showing the number of Warrants held by each such holder.

Registration and Transfer of Warrants. (1) The Company will cause to be kept by the Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City of Vancouver, British ColumbiaColumbia or ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(12.8(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer Transfer of Warrants form endorsed on as attached to the Warrant Certificate executed by the registered holder or of his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(22.8(3) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(12.8(1) as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(12.8(1), if such transfer would constitute a violation of the Securities Laws securities laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Lawssecurities legislation. (5) Any Warrant Certificate issued to a transferee upon transfers contemplated by this section 2.8 shall bear the appropriate legends as set forth in subsections 2.20(1) and (2). (6) If a Warrant Certificate tendered for transfer bears the legend set forth in paragraph 2.20(1)(b), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and complies with the requirements of the said paragraph 2.20(1)(b). (7) If a Warrant Certificate tendered for transfer bears the legend set forth in subsection 2.20 (1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and the provisions of subsection 2.20 (1) are complied with. Any Warrant Certificate issued to a transferee in a transfer contemplated by this subsection 2.8(7)shall bear the legend as set forth in subsection 2.20(1). (8) If the Warrant Certificate tendered for transfer does not bear the legend set forth in subsection 2.20(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and a certificate stating that the transfer is being made, and the offer of the securities being transferred was made, to a person not in the United States and that is not a U.S. Person or for the account or benefit of a person in the United States or a U.S. Person. Notwithstanding the forgoing, the Warrant Agent shall not register such transfer if the Warrant Agent has reason to believe that the transferee is a person in the United States or a U.S. Person or is acquiring the Warrants evidenced thereby for the account or benefit of a person in the United States or a U.S. Person.

Registration and Transfer of Warrants. (1) The Company will cause to be kept by the Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City of Vancouver, British Columbia: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) Share Purchase Warrant or Share Purchase Warrants pursuant to the terms of this Indenture indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate2.8(1) hereof, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer Transfer of Warrants form endorsed on attached to the Warrant Certificate executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such all other conditions in respect thereof required by this indenture or by law, and the requirements and of regulatory authorities, such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(22.8(2) hereof and upon compliance with all other conditions in respect thereof required by this Indenture indenture or by law, and the requirements of regulatory authorities, be entitled to be entered on the register of holders referred to in subsection 3.8(12.8(1) hereof, as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1)2.8(1) hereof, if such transfer would constitute a violation of the Securities Laws securities laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Lawssecurities legislation. (5) Any Warrant Certificate issued to a transferee in transfers contemplated by this section 2.8 shall bear the appropriate legend pursuant to applicable securities laws. The Warrant Agent shall be entitled to rely on the address of a holder to determine whether the holder is a U.S. Person.

Registration and Transfer of Warrants. (1) The Company will cause to be kept by the Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City of Vancouver, British ColumbiaColumbia or Toronto, Ontario: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) Warrant or Warrants pursuant to the terms of this Indenture indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate2.8(1) hereof, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer Transfer of Warrants form endorsed on attached to the Warrant Certificate executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(22.8(2) hereof and upon compliance with all other conditions in respect thereof required by this Indenture indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(12.8(1) hereof, as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1)2.8(1) hereof, if such transfer would constitute a violation of the Securities Laws securities laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Subject to subsection 2.8(5) hereof, the Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable securities legislation. (5) If a Warrant Certificate is tendered for transfer and bears the legend set forth in subsection 2.20(1) hereof and the holder thereof has not obtained the prior written consent of the Company, the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and the transfer is being made only (A) to the Company, (B) within the United States, in accordance with Rule 144A under the U.S. Securities Act (“Rule 144A”) to a person it reasonably believes is a Qualified Institutional Buyer (as defined under Rule 144A) that purchases for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A, (C) outside the United States, in accordance with Rule 904 of Regulation S and in compliance with applicable local Canadian laws and regulations, including the Securities Laws, (D) within the United States, in a transaction exempt from registration under the U.S. Securities Laws pursuant to Rule 144 under the U.S. Securities Act and in compliance with any applicable state securities laws of the United States, upon furnishing the Company with an opinion of counsel in a form and substance reasonably satisfactory to the Company to that effect, or (E) within the United States, in a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws of the United States, upon furnishing the Company with an opinion of counsel in a form and substance reasonably satisfactory to the Company to that effect. (6) Any Warrant Certificate issued to a transferee in transfers contemplated by section 2.8 shall bear the appropriate legends as set forth in subsections 2.20(1) and (2).

Registration and Transfer of Warrants. (1) 2.9.1 The Company shall cause to be kept by the Warrant Agent will create and keep at the principal office offices of the Warrant Agent in the City of VancouverToronto, British Columbia: (a) a register Ontario and at such other place or places, if any, as the Company may designate with the approval of holders the Warrant Agent, registers in which shall be entered in alphabetical order the names and addresses (including street and number, if any) of the holders of Warrants and particulars of the Warrants held by them and respectively. Such registration shall be noted on the Warrant Agent shall Certificates by the Warrant Agent. 2.9.2 The Warrants may only be entitled to rely on such register transferred in connection accordance with applicable Securities Laws and any other applicable securities laws and upon compliance with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) conditions set forth herein. No transfer of any a Warrant will shall be valid unless entered made on any one of the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate, registers upon surrender of the Warrant Certificate to the Warrant Agent accompanied by a written instrument of transfer in the form attached to the Warrant Certificate evidencing such Warrantor this Indenture, as applicable, and a duly completed and executed transfer form endorsed on the Warrant Certificate executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant AgentAgent and upon compliance with such reasonable requirements, including those set forth in Section 2.14 hereof, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such nor, except in the case where a new Warrant Certificate is issued upon a transfer, unless the transfer will be recorded on the register of transfers shall have been noted by the Warrant Agent. (3) In the case of a Warrant Certificate, the transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2) and upon 2.9.3 Upon compliance with all other conditions in respect thereof required by this Indenture or by lawany applicable laws, be the transferee is entitled to be be, and shall be, entered on one of the register of holders referred to in subsection 3.8(1) registers as the owner of such Warrant the Warrants free from all equities or rights of set-off or counterclaim between the Company and the his transferor or any previous holder of such Warrantthe Warrants, except save in respect of the equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdictionjurisdiction or by applicable law. (4) 2.9.4 The Company will shall also cause to be entitledkept by the Warrant Agent at the principal office of the Warrant Agent in the City of Toronto, Ontario and at such other place or places, if any, as the Company may direct designate with the approval of the Warrant Agent, registers in which all transfers of Warrants and the date and other particulars of each transfer shall be set out. 2.9.5 Upon becoming a Warrantholder in accordance with the provisions of this Indenture, the transferee thereof shall be deemed to refuse have acknowledged and agreed to recognize be bound by this Indenture. Upon registration of such transferee as the Warrantholder of the Warrant, the transferor shall cease to have any transferfurther rights under this Indenture with respect to such Warrants or Shares issuable in respect thereof. 2.9.6 Subject to the provisions of this Indenture and applicable law, or enter the name registered Warrantholder is entitled to the rights and privileges attaching to the Warrants, and the issue of Shares by the Company on exercise of Warrants by any Warrantholder thereof in accordance with the terms and conditions herein contained discharges all responsibilities of the Company and the Warrant Agent with respect to such Warrants and neither the Company nor the Warrant Agent is bound to inquire into the title of any transferee, such registered holder. 2.9.7 The Company and the Warrant Agent shall deem and treat the registered holder of any Warrant as the absolute legal and beneficial owner thereof for all purposes and neither the Company nor the Warrant Agent is affected by any notice to the contrary. 2.9.8 Subject to applicable law, neither the Company nor the Warrant Agent shall be bound to take notice of or see to the execution of any trust, whether express, implied or constructive, in respect of any Warrant or Warrant Certificate, and may transfer the same on the registers referred to in subsection 3.8(1), if such transfer would constitute a violation direction of the Securities Laws person registered as the holder thereof, as though that person were the beneficial owner thereof. 2.9.9 The register required to be kept in the City of Toronto, Ontario shall at all reasonable times during the regular business hours of the Warrant Agent be open for inspection by the Company or any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdictionWarrantholder. The Warrant Agent is entitled shall from time to assume compliance with all applicable Securities Laws unless otherwise notified in writing time when requested to do so by the Company. No duty shall rest with Company or by a Warrantholder and, if required, by the Warrant Agent to determine compliance Agent, upon payment by the Company or Warrantholder of a reasonable fee, furnish the transferee Company or transferor the Warrantholder, as the case may be, with a list of any Warrant with applicable Securities Lawsnames and addresses of holders of Warrants entered on the registers kept by them and showing the number of Warrants held by each such holder.

Registration and Transfer of Warrants. (1) The Warrant Agent will create cause to be kept: (a) by and keep at the principal office offices of the Warrant Agent in the City of Vancouver, British Columbia: (a) , a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereofthem; and (b) by and at the principal office in Vancouver, British Columbia of the Warrant Agent, a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid without the prior written consent of Crystallex, and in any case not unless duly entered on the appropriate register of transfers referred to in subsection 3.8(1paragraph 3.1(1), and, in the case of a Warrant Certificateor on any branch registers maintained pursuant to paragraph 3.1(7), upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and duly endorsed by, or accompanied by a duly completed and executed written instrument of transfer substantially in the form endorsed on of Schedule C to the Warrant Certificate or otherwise in form satisfactory to the Warrant Agent executed by by, the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded duly noted on the register one of such registers of transfers by the Warrant AgentAgent within two business days of the satisfaction of all such requirements. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2paragraph 3.1(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(1) paragraph 3.1(1), or on any branch registers of holders maintained pursuant to paragraph 3.1(7), as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company Crystallex and the his transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company Crystallex is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company Crystallex will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1paragraph 3.1(1), or on any branch registers maintained pursuant to paragraph 3.1(7), if such transfer would constitute a violation require Crystallex to qualify the Common Shares issuable on exercise of the Securities Laws Warrants for distribution in any jurisdiction of Canada. (5) Subject to applicable law, neither Crystallex nor the Warrant Agent will be bound to take notice of or see to the execution of any applicable jurisdiction trust, whether express, implied or the rulesconstructive, regulations or policies in respect of any regulatory authority having jurisdictionWarrant, and may transfer any Warrant on the written direction of the person registered as the holder thereof and delivered in accordance with paragraph 3.1(2), whether named as trustee or otherwise, as though that person were the beneficial owner thereof. (6) The registers referred to in paragraph 3.1(1), and any branch registers maintained pursuant to paragraph 3.1(7), will at all reasonable times be open for inspection by Crystallex and any Warrantholder. The Warrant Agent is entitled will from time to assume compliance with all applicable Securities Laws unless otherwise notified time when requested to do so in writing by Crystallex or any Warrantholder (upon payment of the CompanyWarrant Agent's reasonable charges), furnish Crystallex or such Warrantholder with a list of the names and addresses of holders of Warrants entered on such registers and showing the number of Warrants held by each such holder. (7) With the approval of the Warrant Agent, Crystallex may at any time and from time to time change the place at which the registers referred to in paragraph 3.1 (1) are kept, cause branch registers of holders or transfers to be kept at other places and close such branch registers or change the place at which such branch registers are kept. No duty Notice of any such change or closure shall rest with be given by Crystallex to the Warrant Agent to determine compliance and the holders of Warrants. (8) The Warrant Agent shall retain until the sixth anniversary of the transferee termination of this Indenture all instruments of transfer of Warrants which are tendered for registration including the details shown thereon of the persons by or transferor of any Warrant with applicable Securities Lawsthrough whom they were lodged, all cancelled Warrants and other related documents.

Registration and Transfer of Warrants. ‌ (1) The Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City of VancouverCalgary, British ColumbiaAlberta: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1Section 2.8(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate or in the case of Uncertificated Warrants a duly executed transaction instruction from the holder (or such other instructions, in form satisfactory to the Warrant Agent) executed by the registered holder or his executors, administrators or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribeprescribe and all applicable securities requirements of regulatory authorities, such transfer will be recorded on the register of transfers by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a Warrant Certificate, or in the case of an Uncertificated Warrant, the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the Uncertificated Warrant be certificated. Transfers within the systems of CDS are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2Section 2.8(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(1Section 2.8(1) as the owner of such Warrant free from all equities or rights of set-set- off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1Section 2.8(1), if such transfer would constitute a violation of the Securities Laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Laws. (5) Any Warrant issued to a transferee upon transfers contemplated by this section 2.8 shall bear the appropriate legend as set forth in Section 2.20(2), if applicable. (6) If a Warrant tendered for transfer bears the legend set forth in Section 2.20(2), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant and complies with the requirements of the said Section 2.20(2). (7) Warrants, in certificated form, bearing the legend set forth in Section 2.20(2) shall not be offered, sold, pledged or otherwise transferred, directly or indirectly, except (A) to the Company; (B) outside the United States in compliance with Rule 904 of Regulation S, if available, and in compliance with applicable local laws and regulations; (C) pursuant to an exemption from registration under the U.S. Securities Act provided by (i) Rule 144 or (ii) Rule 144A thereunder, if available, and in compliance with applicable U.S. state securities laws; (D) in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) under an effective registration statement under the U.S. Securities Act, provided that in the case of transfers pursuant to (C)(i) or (D) above, a legal opinion or other evidence, reasonably satisfactory to the Company, must first be provided to the Company and the Warrant Agent to the effect that such transfer is exempt from registration under the U.S. Securities Act and applicable state securities laws. (8) The Warrant Agent shall give notice to the Company of the transfer made by a Warrantholder pursuant to Section 2.8(7) and the Company shall provide written authorization to proceed with the transfer before such transfer is made effective by the issuance of the Warrant.

Registration and Transfer of Warrants. (1) The Corporation hereby appoints the Warrant Agent as registrar and transfer agent of both the Series I Warrants and the Series II Warrants. (2) The Warrant Agent will create and keep at the principal office of the Warrant Agent in the City of Vancouver, British Columbiacause to be kept: (a) a register by and at its principal office in ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ separate registers of (i) holders in which shall will be entered in alphabetical order the names and addresses of the holders of Series I Warrants and particulars of the Series I Warrants held by them and (ii) holders in which will be entered in alphabetical order the Warrant Agent shall be entitled to rely on such register in connection with names and addresses of the exchange, transfer or exercise holders of any Warrant(s) pursuant to Series II Warrants and particulars of the terms of this Indenture or the terms thereofSeries II Warrants held by them; and (b) a register by and at its principal office in ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ separate registers of transfers in which (i) all transfers of Series I Warrants and the date and other particulars of each such transfer shall will be entered and (ii) all transfers of Series II Warrants and the date and other particulars of each transfer will be entered. (23) No transfer of any Warrant will be valid unless duly entered on the appropriate register of transfers referred to in subsection 3.8(1Section 3.1(2), and, in the case of a Warrant Certificateor on any branch registers maintained pursuant to Section 3.1(8), upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and . Any such Warrant Certificate surrendered to the Warrant Agent in accordance with the foregoing shall be duly endorsed or accompanied by a duly completed and executed written instrument of transfer substantially in the form endorsed on of Appendix 2 to the Warrant Certificate or otherwise in form satisfactory to the Warrant Agent, and executed by the registered holder or his or, in the case of an individual, his/her executors, administrators or other legal representatives or his an attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon . Subject to compliance with such requirements Section 2.9 and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded duly noted on the register one of such registers of transfers by the Warrant AgentAgent within three (3) Business Days of the satisfaction of all such requirements. (34) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2Section 3.1(3) and upon compliance with all other conditions in respect thereof required by this Series I and Series II Warrant Indenture or by lawApplicable Law, be entitled to be entered on the register of holders referred to in subsection 3.8(1) Section 3.1(2), or on any branch registers of holders maintained pursuant to Section 3.1(8), as the owner of such Warrant free from all equities adverse claims or rights of set-off or counterclaim between the Company Corporation and the transferor or any previous holder of such Warrant, except in respect of equities or rights adverse claims of which the Company Corporation is required to take notice by statute or by order of a court of competent jurisdiction. (45) The Company Corporation will be entitled, and may direct the Warrant AgentAgent by Order of the Corporation, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1Section 3.1(2), or on any branch registers maintained pursuant to Section 3.1(8), if such transfer would constitute a violation require the Corporation to qualify or register the Warrants or the Common Shares issuable on exercise of the Securities Laws Warrants for distribution in any jurisdiction other than the Qualifying Jurisdictions. (6) Neither the Corporation nor the Warrant Agent will be bound to take notice of or see to the execution of any applicable jurisdiction trust, whether express, implied or the rulesconstructive, regulations or policies in respect of any regulatory authority having jurisdictionWarrant, and may transfer any Warrant on the written direction of the Person registered as the holder thereof and delivered in accordance with Section 3.1(3), whether named as trustee or otherwise, as though that Person were the beneficial owner thereof. (7) The registers referred to in Section 3.1(2), and any branch registers maintained pursuant to Section 3.1(8), will at all reasonable times be open for inspection by the Corporation and any Warrantholder. The Warrant Agent is entitled will from time to assume compliance with all applicable Securities Laws unless otherwise notified time upon request of the Corporation or when requested so to do in writing by any Warrantholder (upon payment of the CompanyWarrant Agent’s reasonable charges), furnish the Corporation or such Warrantholder with a list of the names and addresses of holders of Warrants entered on such registers and showing the number of Warrants held by each such holder. (8) The Warrant Agent, with the approval of the Corporation, may at any time and from time to time change the place at which the registers referred to in Section 3.1(2) are kept, cause branch registers of holders or transfers to be kept at other places and close such branch registers or change the place at which such branch registers are kept. No duty shall rest with Notice of any such change or closure will be given by the Warrant Agent to determine compliance the Corporation and both the Series I Warrantholders and the Series II Warrantholders. (9) The Warrant Agent will retain until the sixth (6th) anniversary of the transferee Expiry Time all instruments of transfer of Warrants that are tendered for registration including the details shown thereon of the Persons by or transferor of any Warrant with applicable Securities Lawsthrough whom they were lodged, and all cancelled Warrants and other related documents.

Registration and Transfer of Warrants. (1) The Warrant Agent will create Company shall cause to be kept by and keep at the principal office of the Warrant Agent in the City of VancouverVancouver and by the Warrant Agent or such other registrar as the Company, British Columbia: (a) a register with the approval of holders the Warrant Agent, may appoint, at such other place or places, if any, as the Company may designate with the approval of the Warrant Agent, registers in which shall be entered in alphabetical order the names and addresses (including street and number, if any) of the holders of Warrants and particulars of the Warrants held by them and respectively. Such registration shall be noted on the Warrant Certificates by the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be enteredregistrar. (2) No transfer of any a Warrant will shall be valid unless entered made on any one of the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate, registers upon surrender of the Warrant Certificate to the Warrant Agent or other registrar accompanied by a written instrument of transfer in form satisfactory to the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate Agent or other registrar executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant AgentAgent or other registrar and upon compliance with such reasonable requirements, including those set forth in sections 2.15 and 2.16 hereof, if applicable, andas the Warrant Agent or other registrar may prescribe, nor, except in the case where a new Warrant Certificate is issued upon a transfer, unless the transfer shall have been noted on the Warrant Certificate in the Registration Panel (attached hereto as part of Schedule "A") by the Warrant Agent or other registrar. (3) The registered holder of Warrants may at any time and from time to time have the registration of the Warrants transferred from the register in which the registration thereof appears to another authorized register upon compliance with such requirements and such other reasonable requirements as the Warrant Agent or other registrar may prescribe, such transfer will . (4) The Company shall also cause to be recorded on kept by and at the register principal office of transfers the Warrant Agent in the City of Vancouver and by the Warrant Agent or such other registrar as the Company may appoint, with the approval of the Warrant Agent, at such other place or places, if any, as the Company may designate with the approval of the Warrant Agent, registers in which all transfers of Warrants and the date and other particulars of each transfer shall be set out. (35) In the case of a Warrant Certificate, the The transferee of any Warrant willWarrants shall, after surrender to the Warrant Certificate and the appropriate form of transfer are lodged with the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2) or other registrar and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on one of the register of holders referred to in subsection 3.8(1) registers as the owner of such Warrant the Warrants free from all equities or rights of set-off or counterclaim between the Company and the his transferor or any previous holder of such Warrantthe Warrants, except save in respect of the equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. The receipt by the registered holder of Warrants of the Shares purchasable pursuant thereto will be a good discharge to the Company and the Warrant Agent therefor and neither the Company nor the Warrant Agent will be bound to inquire into the title of the holder except as aforesaid. (46) The Subject to applicable law, neither the Company will nor the Warrant Agent nor any registrar shall be entitledbound to take notice of or see to the execution of any trust, whether express, implied or constructive, in respect of any Warrant, and may direct transfer the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant same on the registers referred to in subsection 3.8(1), if such transfer would constitute a violation direction of the Securities Laws person registered as the holder thereof, whether named as Warrant Agent or otherwise, as though that person were the beneficial owner thereof. (7) The registers required to be kept in the City of Vancouver shall at all reasonable times be open for inspection by the Company or any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdictionWarrantholder. The Warrant Agent is entitled and every registrar shall from time to assume compliance with all applicable Securities Laws unless otherwise notified in writing time when requested to do so by the Company. No duty shall rest with , by the Warrant Agent to determine compliance or by a Warrantholder, furnish the Warrant Agent or upon payment by the Company or Warrantholder of a reasonable fee, the transferee Warrantholder or transferor the Company, as the case may be, with a list of any Warrant with applicable Securities Lawsnames and addresses of holders of Warrants entered on the registers kept by them and showing the number of Warrants held by each such holder.

Registration and Transfer of Warrants. (1a) The Warrant Agent Company will create and keep at the principal office of cause to be kept by the Warrant Agent at its principal offices in the City cities of Vancouver, British ColumbiaVancouver and Toronto: (ai) a register of holders in which shall will be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereofthem; and (bii) a register of transfers of Warrants in which all transfers of Warrants and will be entered the date and other particulars of each such transfer shall be enteredof Warrants. (2b) No transfer of any a Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate, Section 2.8(a) upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and duly endorsed by, or accompanied by a duly completed and executed written instrument of transfer in form endorsed on satisfactory to the Warrant Certificate Agent executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution executed in a manner satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent and the Company may prescribe, including payment of all taxes or governmental or other charged arising by reason of such transfer, such transfer will be recorded duly noted on the such register of transfers by the Warrant Agent. Without limitation, signatures must be guaranteed by a Schedule I chartered bank, a Canadian trust company, a member of the medallion guarantee program, a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). (3c) In The Warrant Agent will process all proffered transfers and exercises in good faith upon the case presumption that such transfer or exercise is permissible pursuant to all applicable legislation and the terms of this Indenture. The transferor and transferee are solely responsible for ensuring compliance with any applicable securities laws, and the Warrant Agent will have no obligations to ensure compliance with any laws applicable to the issue, transfer or exercise of the Warrants. (d) The transferee of a Warrant Certificate, will: (i) after the transferee of any Warrant will, after surrender Certificate representing the Warrants being transferred is surrendered to the Warrant Agent Agent; (ii) after a duly completed and signed Transfer Form in respect of the Warrants being transferred is lodged with the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2Agent; and (iii) and upon compliance with all other conditions in respect thereof that regard required by this Indenture or by law, be entitled to be have his name entered on the register of holders referred Warrantholders required to in be maintained pursuant to subsection 3.8(12.8(a) as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except save in respect of equities or rights of which the Company or the transferee is required to take notice by statute or by order of a court of competent jurisdiction. (4e) The Company will be entitled, If a Warrant Certificate is tendered for transfer and may direct bears the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to legend set forth in subsection 3.8(1), if such transfer would constitute a violation 2.2(c) and the holder has not obtained the prior written consent of the Securities Laws of any applicable jurisdiction or the rulesCompany, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Certificate and the transfer is being made (i) to determine the Corporation, (ii) outside the United States in compliance with the requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations of the transferee jurisdiction(s) where such sale is made, (iii) pursuant to the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 or transferor of any Warrant Rule 144A thereunder, if available, and in accordance with applicable state securities laws, or (iv) in another transaction that does not require registration under the U.S. Securities LawsAct or any applicable state securities laws, and the holder has prior to such sale furnished to the Corporation an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation to such effect.

Registration and Transfer of Warrants. (1) The Warrant Agent will create and keep at the principal office offices of the Warrant Agent in the City of VancouverCalgary, British ColumbiaAlberta: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1Section 2.8(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate or in the case of Uncertificated Warrants a duly executed transaction instruction from the holder (or such other instructions, in form satisfactory to the Warrant Agent) executed by the registered holder or his executors, administrators or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribeprescribe and all applicable securities legislation and requirements of regulatory authorities, such transfer will be recorded on the register of transfers by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a Warrant Certificate, or in the case of an Uncertificated Warrant the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the Uncertificated Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2Section 2.8(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(1Section 2.8(1) as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1Section 2.8(1), if such transfer would constitute a violation of the Securities Laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Laws.

Registration and Transfer of Warrants. (1) The Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City of VancouverToronto, British ColumbiaOntario: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(12.8(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate executed by the registered holder or his executors, administrators or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(22.8(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(12.8(1) as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(12.8(1), if such transfer would constitute a violation of the Securities Laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdictionjurisdiction or the representations and warranties made by the Warrantholder in the United States pursuant to the Private Placement under which the Warrants were acquired. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Laws. (5) Any Warrant issued to a transferee upon transfers contemplated by this section 2.8 shall bear the appropriate legend(s) as set forth in subsections 2.21(1), (2) and 2.22(2), if applicable. (6) If a Warrant tendered for transfer bears the legend set forth in subsection 2.22(2), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and complies with the requirements of the said subsection 2.22(2). (7) Warrants, in certificated form, bearing the legend set forth in subsection 2.22(2) shall not be offered, sold or otherwise transferred except (A) to the Company, (B) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations, (C) within the United States in accordance with (i) Rule 144A under the U.S. Securities Act or (ii) Rule 144 under the U.S. Securities Act, if available, and in compliance with applicable state securities laws, or (D) in another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws, provided that in the case of transfers pursuant to (C)(ii) or (D) above, the Company has received an opinion of counsel satisfactory to it to such effect, and, in each case, in accordance with applicable state securities laws. Warrants, in uncertificated form, held by a Warrantholder in the United States or a U.S. Person may be offered, sold or otherwise transferred only in accordance with this section 2.8(7) (A) or (B).

Registration and Transfer of Warrants. (1) The Company will cause to be kept by the Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City of Vancouver, British ColumbiaColumbia or Toronto, Ontario: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) Warrant or Warrants pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate2.8(1) hereof, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer Transfer of Warrants form endorsed on attached to the Warrant Certificate executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(22.8(2) hereof and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(12.8(1) hereof, as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1)2.8(1) hereof, if such transfer would constitute a violation of the Securities Laws securities laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Subject to subsection 2.8(5) hereof, the Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Lawssecurities legislation. The Warrant Agent may assume for the purposes of this Indenture that the address on the register of Warrantholders of any Warrantholder is the actual address of such Warrantholder and is also determinative of the residence of such Warrantholder and that the address of any transferee to whom any Warrants or other securities issuable upon the exercise of any Warrants are to be registered, as shown on the transfer document, is the actual address of the transferee and is also determinative of the residency of the transferee. (5) If a Warrant Certificate is tendered for transfer and bears the legend set forth in subsection 2.20(1) hereof and the holder thereof has not obtained the prior written consent of the Company, the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and the transfer is being made only (A) to the Company, (B) outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations,

Registration and Transfer of Warrants. (1) The Company will cause to be kept by the Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City of VancouverToronto, British ColumbiaOntario: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(12.9(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, Warrant and a duly completed and executed transfer form endorsed on as attached to the Warrant Certificate executed by the registered holder or of his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent. (3) In the case of a Warrant Certificate, the transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(22.9(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(12.9(1) as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(12.9(1), if such transfer would constitute a violation of the Securities Laws securities laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Laws. (5) Any Warrant, issued to a transferee upon transfers contemplated by subsection 2.5(2) or this Section 2.9 shall bear the appropriate legends, as required by applicable Securities Laws, as set forth in subsections 2.20(1) and (2), as applicable. (6) If a Warrant tendered for transfer bears the legend set forth in subsection 2.20(1)(b) the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate, if any, and the provisions of subsection 2.20(1)(b) are complied with.

Registration and Transfer of Warrants. (1a) The Warrant Agent will create and keep at the principal office of the Warrant Agent in the City of VancouverToronto, British ColumbiaOntario: (ai) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (bii) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2b) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(13.8(a)(i), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate executed by the registered holder or his its executors, administrators or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent. (3c) In the case of a Warrant Certificate, the transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(23.8(b) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(13.8(a)(i) as the owner holder of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4d) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(13.8(a), if such transfer would constitute a violation of the Securities Laws applicable laws (including securities laws) of any applicable jurisdiction or the rules, regulations or policies of any stock exchange or regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Laws.

Registration and Transfer of Warrants. (1) The Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City of VancouverCalgary, British ColumbiaAlberta: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1Section 2.8(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate or in the case of Uncertificated Warrants a duly executed transaction instruction from the holder (or such other instructions, in form satisfactory to the Warrant Agent) executed by the registered holder or his executors, administrators or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribeprescribe and all applicable securities legislation and requirements of regulatory authorities, such transfer will be recorded on the register of transfers by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a Warrant Certificate, or in the case of an Uncertificated Warrant the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the Uncertificated Warrant be certificated. Transfers within the systems of CDS are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2Section 2.8(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(1Section 2.8(1) as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1Section 2.8(1), if such transfer would constitute a violation of the Securities Laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Laws. (5) Any Warrant issued to a transferee upon transfers contemplated by this Section 2.8 shall bear the appropriate legend as set forth in Section 2.20(2), if applicable. (6) If a Warrant tendered for transfer bears the legend set forth in Section 2.20(2), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant and complies with the requirements of the said Section 2.20(2). (7) Warrants, in certificated form, bearing the legend set forth in Section 2.20(2) shall not be offered, sold, pledged or otherwise transferred, directly or indirectly, except (A) to the Company, (B) outside the United States in compliance with Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations, (C) in compliance with the exemption from registration under the U.S. Securities Act provided by (i) Rule 144 thereunder, if available, or (ii) Rule 144A thereunder, if available, (D) in another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws, or (E) pursuant to a registration statement that has been declared effective under the U.S. Securities Act. (8) The Warrant Agent shall give notice to the Company of the transfer made by a Warrantholder pursuant to Section 2.8(7) and the Company shall provide written authorization to proceed with the transfer before such transfer is made effective by the issuance of the Warrant.

Registration and Transfer of Warrants. (1) The Warrant Agent will create Kinross hereby appoints the Trustee as registrar and keep at the principal office transfer agent of the Warrant Agent in Warrants and the City of Vancouver, British ColumbiaTrustee hereby accepts such appointment. (2) The Trustee will cause to be kept: (a) by and at the principal offices of the Trustee in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, a register (or registers) of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereofthem; and (b) by and at the principal office in Toronto, Ontario of the Trustee, a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (23) No transfer of any Warrant will be valid unless duly entered on the appropriate register of transfers referred to in subsection 3.8(1Subsection 3.1(2), and, in the case of a Warrant Certificateor on any branch registers maintained pursuant to Subsection 3.1(7), upon surrender to the Warrant Agent Trustee of the Warrant Certificate evidencing such Warrant, and duly endorsed by, or accompanied by a duly completed and executed written instrument of transfer substantially in the form endorsed on of Appendix 2 to the Warrant Certificate or otherwise in form reasonably satisfactory to the Trustee, executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution reasonably satisfactory to the Warrant Agent, if applicableTrustee, and, upon subject to compliance with Section 2.7 and such requirements and such other reasonable requirements as the Warrant Agent Trustee may prescribe, such transfer will be recorded duly noted on the register one of such registers of transfers by the Trustee within two business days of the satisfaction of all such requirements including, without limitation, receipt of the written direction of Kinross pursuant to Section 2.9. Any Warrant AgentCertificate issued to a transferee in a transfer in accordance with this Section 3.1 shall bear the legend set forth in Section 2.8. (34) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent Trustee of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2Subsection 3.1(3) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(1) Subsection 3.1(2), or on any branch registers of holders maintained pursuant to Subsection 3.1(7), as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company Kinross and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company Kinross is required to take notice by statute or by order of a court of competent jurisdiction.. Neither Kinross nor the Trustee will be bound to take notice of or see to the execution of any trust, whether express, implied or constructive, in respect of any Warrant, and may transfer any Warrant on the written direction of the person registered as the holder thereof and delivered in accordance with Subsection 3.1(3), whether named as trustee or otherwise, as though that person were the beneficial owner thereof (45) The Company Kinross will be entitled, and may direct the Warrant AgentTrustee in writing, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1Subsection 3.1(2), or on any branch registers maintained pursuant to Subsection 3.1(7), if such transfer would constitute a violation require Kinross to qualify the Warrants or the Common Shares issuable on exercise of the Securities Laws of Warrants for distribution in any applicable jurisdiction or other than the rulesQualifying Jurisdictions. (6) The registers referred to in Subsection 3.1(2), regulations or policies of and any regulatory authority having jurisdictionbranch registers maintained pursuant to Subsection 3.1(7), will at all reasonable times be open for inspection by Kinross and any Warrantholder. The Warrant Agent is entitled Trustee will, from time to assume compliance with all applicable Securities Laws unless otherwise notified time when requested so to do in writing by Kinross or any Warrantholder (upon payment of the Company. No duty shall rest Trustee's reasonable charges), furnish Kinross or such Warrantholder with a list of the names and addresses of holders of Warrants entered on such registers and showing the number of Warrants held by each such holder. (7) The Trustee with the Warrant Agent approval of Kinross, may at any time and from time to determine compliance time change the place at which the registers referred to in Subsection 3.1(2) are kept, cause branch registers of holders or transfers to be kept at other places and close such branch registers or change the place at which such branch registers are kept. Notice of any such change or closure shall be given by the Trustee to Kinross and the holders of Warrants. Notwithstanding the foregoing, the Trustee will be required to maintain a register of holders and of transfers (as contemplated by Subsection 3.1(2)) at its principal office in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇. (8) The Trustee shall retain until the sixth anniversary of the transferee Expiry Time all instruments of transfer of Warrants which are tendered for registration including the details shown thereon of the persons by or transferor of any Warrant with applicable Securities Lawsthrough whom they were lodged, all cancelled Warrants and other related documents.

Registration and Transfer of Warrants. (1) The Warrant Agent will create and keep at Company hereby appoints the principal office Trustee as registrar of the Warrant Agent Warrants. The Company may hereafter, with the consent of the Trustee, appoint one or more other additional registrars of the Warrants. (2) The Company shall cause a register to be kept by the Trustee at its principal transfer office in the City of Vancouver, British Columbia: (a) a register Columbia and in such other place or places and by such other agent as the Company with the approval of holders the Trustee may designate, in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and other particulars of the Warrants held by them respectively and of all transfers of Warrants. Warrants bearing the Warrant Agent legends set out in subsection 2.3(3) may not be transferred unless the conditions set out in such legends are met to the satisfaction of the Company. Warrants bearing the legend set out in subsection 2.3(4) may not be transferred unless the conditions set out in such legend are met to the satisfaction of the Company. No transfer of Warrants shall be entitled to rely on such register in connection with the exchange, transfer or exercise of any Warrant(s) valid unless made pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate, upon surrender form attached to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate executed Certificates and: (a) it is made by the registered holder or his executors, executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution executed in a manner satisfactory to the Warrant Agent, if applicable, andregistrar, upon compliance with such requirements as the registrar may prescribe; and (b) the Company and the Trustee shall have received satisfactory written representations of the transferor and transferee together with such other reasonable requirements evidence (if any) as the Warrant Agent may prescribe, such Company shall reasonably require to assure that the transfer will be recorded complies with applicable securities laws and the restrictions on transfer set out herein; and (c) the register transfer shall have been duly entered on one of transfers the appropriate registers by the Warrant Agenta registrar. (3) In the case of a Warrant Certificate, the transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders The registers referred to in subsection 3.8(1) as this section shall at all reasonable times be open for inspection by the owner of such Warrant free from all equities or rights of set-off or counterclaim between Company, by the Company Trustee and the transferor or by any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdictionWarrantholder. (4) The holder of a Warrant may at any time and from time to time have the Warrant transferred at any of the places at which a register of transfers is kept pursuant to the provisions of this section in accordance with such reasonable regulations as the registrar may prescribe. (5) Except as required by law, neither the Trustee nor any other registrar nor the Company will shall be entitledcharged with notice of or be bound to see to the execution of any trust, whether express, implied or constructive, in respect of any Warrant and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of transfer any Warrant on the registers referred to in subsection 3.8(1), if such transfer would constitute a violation written direction of the Securities Laws holder thereof, whether named as trustee or otherwise, as though that person were the beneficial owner thereof. (6) Except in the case of the registers required to be kept at the City of Vancouver, British Columbia, the Company by agreement shall have the power to close any applicable jurisdiction or branch register at any time. In the rulesevent that the register in any place is closed, regulations or policies notice of any regulatory authority having jurisdiction. the closing shall be given, in the manner provided in section 13.2, to the Warrantholders. (7) The Warrant Agent is entitled registrar shall, when requested to assume compliance with all applicable Securities Laws unless otherwise notified in writing do so by the Company. No duty shall rest , furnish the Company with the Warrant Agent to determine compliance a list of names and addresses of the Warrantholders showing the number of Warrants held by each Warrantholder. (8) Any Warrant Certificate issued to a transferee or transferor of any Warrant with applicable Securities Lawsin a transfer contemplated by this section 3.4 shall bear the appropriate legend(s) as set forth in subsections 2.3(3) and (4).

Registration and Transfer of Warrants. (1) The Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City of VancouverCalgary, British ColumbiaAlberta: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1Section 2.8(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate or in the case of Uncertificated Warrants a duly executed transaction instruction from the holder (or such other instructions, in form satisfactory to the Warrant Agent) executed by the registered holder or his executors, administrators or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribeprescribe and all applicable securities requirements of regulatory authorities, such transfer will be recorded on the register of transfers by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a Warrant Certificate, or in the case of an Uncertificated Warrant, the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the Uncertificated Warrant be certificated. Transfers within the systems of CDS are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2Section 2.8(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(1Section 2.8(1) as the owner of such Warrant free from all equities or rights of set-set- off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1Section 2.8(1), if such transfer would constitute a violation of the Securities Laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Laws. (5) Any Warrant issued to a transferee upon transfers contemplated by this Section 2.8 shall bear the appropriate legend as set forth in Section 2.20(2), if applicable. (6) If a Warrant tendered for transfer bears the legend set forth in Section 2.20(2), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant and complies with the requirements of the said Section 2.20(2). (7) Warrants, in certificated form, bearing the legend set forth in Section 2.20(2) shall not be offered, sold, pledged or otherwise transferred, directly or indirectly, except (A) to the Company; (B) outside the United States in compliance with Rule 904 of Regulation S, if available, and in compliance with applicable local laws and regulations; (C) pursuant to an exemption from registration under the U.S. Securities Act provided by (i) Rule 144 or (ii) Rule 144A thereunder, if available, and in compliance with applicable U.S. state securities laws; (D) in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) under an effective registration statement under the U.S. Securities Act, provided that in the case of transfers pursuant to (C)(i) or (D) above, a legal opinion or other evidence, reasonably satisfactory to the Company, must first be provided to the Company and the Warrant Agent to the effect that such transfer is exempt from registration under the U.S. Securities Act and applicable state securities laws. (8) The Warrant Agent shall give notice to the Company of the transfer made by a Warrantholder pursuant to Section 2.8(7) and the Company shall provide written authorization to proceed with the transfer before such transfer is made effective by the issuance of theWarrant.

Registration and Transfer of Warrants. (1) The Company will cause to be kept by the Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City of Vancouver, British Columbia: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) Share Purchase Warrant or Share Purchase Warrants pursuant to the terms of this Indenture indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate2.8(1) hereof, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer Transfer of Warrants form endorsed on attached to the Warrant Certificate executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such all other conditions in respect thereof required by this indenture or by law, and the requirements and of regulatory authorities, such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(22.8(2) hereof and upon compliance with all other conditions in respect thereof required by this Indenture indenture or by law, and the requirements of regulatory authorities, be entitled to be entered on the register of holders referred to in subsection 3.8(12.8(1) hereof, as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1)2.8(1) hereof, if such transfer would constitute a violation of the Securities Laws securities laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Lawssecurities legislation. (5) Any Warrant Certificate issued to a transferee in transfers contemplated by this section 2.8 shall bear the appropriate legend pursuant to applicable securities laws. The Warrant Agent shall be entitled to rely on the address of a holder to determine whether the holder is a U.S. Person. (6) Any Warrant Certificate issued to a transferee in transfers contemplated by this section 2.8 shall bear the appropriate legend as set forth in section 2.19. The Warrant Agent shall be entitled to rely on the address of a holder to determine whether the holder is a U.S. Person.

Registration and Transfer of Warrants. (1) The Warrant Agent will create and keep at the principal office of the Warrant Agent in the City of VancouverT▇▇▇▇▇▇, British Columbia▇▇▇▇▇▇▇: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate executed by the registered holder or his executors, administrators or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent. (3) In the case of a Warrant Certificate, the transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(1) as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1), if such transfer would constitute a violation of the Securities Laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Laws.

Registration and Transfer of Warrants. (1) The Company will cause to be kept by the Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City cities of Toronto, Ontario and Vancouver, British Columbia: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) Warrant or Warrants pursuant to the terms of this Indenture indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate2.8(1) hereof, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer Transfer of Warrants form endorsed on attached to the Warrant Certificate executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(22.8(2) hereof and upon compliance with all other conditions in respect thereof required by this Indenture indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(12.8(1) hereof, as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1)2.8(1) hereof, if such transfer would constitute a violation of the Securities Laws securities laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable securities legislation. (5) Any Warrant Certificate issued to a transferee in transfers contemplated by this section 2.8 shall bear the appropriate legend as set forth in subsection 2.20(b). (6) If a Warrant Certificate tendered for transfer bears the legend set forth in section 2.20, the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) an effective registration statement under the Securities LawsAct and applicable United States state securities laws covering any such transaction has been filed, or (B) the Company has received an acceptable legal opinion stating that such transaction is exempt from registration, or (C) the Company otherwise satisfies itself that such transaction is exempt from registration. (7) If a Warrant Certificate tendered for transfer does not bear the legend set forth in section 2.20 and such transfer is not otherwise exempt, the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and a duly executed and completed Transfer of Warrants form attached to the Warrant Certificate, and the offer of the securities being transferred was made to a person not in the United States and that is not a U.S. Person.

Registration and Transfer of Warrants. (1a) The Warrant Agent Company will create and keep at the principal office of cause to be kept by the Warrant Agent at its office in the City city of Vancouver, British Columbia: (ai) a register of holders in which shall will be entered in alphabetical order the names and addresses of the holders of the Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereofthem; and (bii) a register of transfers of Warrants in which all transfers of Warrants and will be entered the date and other particulars of each such transfer shall be enteredof Warrants. (2b) No transfer of any a Warrant will be valid unless entered on made by: (i) the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate executed by the registered holder Warrantholder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant AgentAgent with signatures guaranteed by a Canadian chartered bank or eligible guarantor institution with membership in an approved signature guarantee medallion program; or (ii) the liquidator of, if applicableor a trustee in bankruptcy for, anda Warrantholder, and upon compliance with such requirements and such other reasonable requirements as the Warrant Agent and the Company may prescribeprescribe (including, such transfer will be without limitation, the requirement to provide evidence of satisfactory compliance with applicable securities laws) and unless recorded on the register of transfers maintained by the Warrant AgentAgent pursuant to subsection 2.8(a), nor until all taxes or governmental or other charges arising by reason of such transfer have been paid. (3c) In The Warrant Agent will process all proffered transfers and exercises that comply with the case requirements of this Indenture in good faith upon the presumption that such transfer or exercise is permissible pursuant to all applicable legislation and the terms of this Indenture. The transferor and transferee are solely responsible for ensuring compliance with any applicable securities laws, and the Warrant Agent will have no obligations to ensure compliance with any laws applicable to the issue, transfer or exercise of the Warrants. (d) The transferee of a Warrant Certificate, will: (i) after the transferee of any Warrant will, after surrender Certificate representing the Warrants being transferred is surrendered to the Warrant Agent Agent; (ii) after a duly completed and signed Transfer Form in respect of the Warrants being transferred for each transferee is lodged with the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2Agent; and (iii) and upon compliance with all other conditions in respect thereof that regard required by this Indenture or by law, be entitled to be have his name entered on the register of holders referred to in subsection 3.8(1) Warrantholders as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except save in respect of equities or rights of which the Company or the transferee is required to take notice by statute or by order of a court of competent jurisdiction. (4e) The If a Warrant Certificate tendered for transfer bears the legend set forth in subsection 2.2(c), the Warrant Agent shall not register such transfer unless, in addition to the other requirements set forth herein, (A) the transfer is made to the Company will be entitledor (B) a declaration to the effect set forth in Schedule “D” to this Warrant Indenture, and or in such other form as the Company may direct from time to time prescribe, is delivered by the holder to the Warrant Agent, or (C) an opinion of counsel or other evidence has been delivered to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1), if such transfer would constitute a violation of the Securities Laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance the effect that such transfer is exempt from the registration requirements of the 1933 Act and applicable state securities laws, and the Company has confirmed to the Warrant Agent in writing that such opinion or other evidence is satisfactory to the Company. Upon a transfer made in accordance with subparagraph (B) above, unless the Company has previously informed the Warrant Agent that the Company has ceased to be a “foreign issuer” as defined in Regulation S under the 1933 Act, the Warrant Certificate issued to the transferee or transferor of any Warrant with applicable Securities Lawsshall not bear the legend set forth in subsection 2.2(c).

Registration and Transfer of Warrants. (1) The Corporation hereby appoints the Warrant Agent as registrar and transfer agent of the Warrants. (2) The Warrant Agent will create and keep at the principal office of the Warrant Agent in the City of Vancouver, British Columbiacause to be kept: (a) by and at the principal office in Toronto, Ontario, of the Warrant Agent, a register of holders in which shall will be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereofthem; and (b) by and at the principal office in Toronto, Ontario, of the Warrant Agent, a register of transfers in which will be entered all transfers of Warrants and the date and other particulars of each such transfer shall be enteredtransfer. (23) No transfer of any Warrant will be valid unless duly entered on the appropriate register of transfers referred to in subsection 3.8(1Section 3.01(2), and, in the case of a Warrant Certificateor on any branch registers maintained pursuant to Section 3.01(8), upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and duly endorsed by, or accompanied by a duly completed and executed written instrument of transfer substantially in the form endorsed on of Appendix 2 to the Warrant Certificate or otherwise in form satisfactory to the Warrant Agent executed by the registered holder or his or, in the case of an individual, his/her executors, administrators or other legal representatives or his an attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon subject to compliance with such requirements Section 2.07 and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded duly noted on the register one of such registers of transfers by the Warrant AgentAgent within three Business Days of the satisfaction of all such requirements. (34) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2Section 3.01(3) and upon compliance with all other conditions in respect thereof required by this Indenture or by lawApplicable Law, be entitled to be entered on the register of holders referred to in subsection 3.8(1) Section 3.01(2), or on any branch registers of holders maintained pursuant to Section 3.01(8), as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company Corporation and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company Corporation is required to take notice by statute or by order of a court of competent jurisdiction. (45) The Company Corporation will be entitled, and may direct the Warrant AgentAgent by written order of the Corporation, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1Section 3.01(2), or on any branch registers maintained pursuant to Section 3.01(8), if such transfer would constitute a violation require the Corporation to qualify the Warrants or the Common Shares issuable on exercise of the Securities Laws Warrants for distribution in any jurisdiction other than the Qualifying Jurisdictions. (6) Neither the Corporation nor the Warrant Agent will be bound to take notice of or see to the execution of any applicable jurisdiction trust, whether express, implied or the rulesconstructive, regulations or policies in respect of any regulatory authority having jurisdictionWarrant, and may transfer any Warrant on the written direction of the person registered as the holder thereof and delivered in accordance with Section 3.01(3), whether named as trustee or otherwise, as though that person were the beneficial owner thereof. (7) The registers referred to in Section 3.01(2), and any branch registers maintained pursuant to Section 3.01(8), will at all reasonable times during the regular business hours of the Warrant Agent be open for inspection by the Corporation and any Warrantholder. The Warrant Agent is entitled will from time to assume compliance with all applicable Securities Laws unless otherwise notified time upon written request of the Corporation or when requested so to do in writing by any Warrantholder (upon payment of the CompanyWarrant Agent’s reasonable charges), furnish the Corporation or such Warrantholder with a list of the names and addresses of holders of Warrants entered on such registers and showing the number of Warrants held by each such holder. (8) The Warrant Agent, with the approval of the Corporation, may at any time and from time to time change the place at which the registers referred to in Section 3.01(2) are kept, cause branch registers of holders or transfers to be kept at other places and close such branch registers or change the place at which such branch registers are kept. No duty shall rest with Notice of any such change or closure will be given by the Warrant Agent to determine compliance the Corporation and the holders of Warrants. (9) The Warrant Agent will retain until the sixth anniversary of the transferee Expiry Time all instruments of transfer of Warrants that are tendered for registration including the details shown thereon of the persons by or transferor of any Warrant with applicable Securities Lawsthrough whom they were lodged, all cancelled Warrants and other related documents.

Registration and Transfer of Warrants. (1) WorldHeart hereby appoints the Warrant Agent as registrar and transfer agent of the Warrants. (2) The Warrant Agent will create cause to be kept, by and keep at the principal office of the Warrant Agent offices in the City of Vancouver▇▇▇▇▇▇▇, British Columbia▇▇▇▇▇▇▇: (a) a register (or registers) of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereofthem; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (23) No transfer of any Warrant will be valid unless duly entered on the appropriate register of transfers referred to in subsection 3.8(1Subsection 3.1(2), and, in the case of a Warrant Certificateor on any branch registers maintained pursuant to Subsection 3.1(8), upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and duly endorsed by, or accompanied by a duly completed and executed written instrument of transfer substantially in the form endorsed on of Appendix 2 to the Warrant Certificate or otherwise in form satisfactory to the Warrant Agent executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon subject to compliance with Sections 2.7, 2.8 and 4.6(a)(vii), and such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded duly noted on the register one of such registers of transfers by the Warrant AgentAgent within two business days of the satisfaction of all such requirements. (34) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2Subsection 3.1(3) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in Subsection 3.1(2), or on any branch registers of holders maintained pursuant to subsection 3.8(1) 3.1(8), as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company WorldHeart and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company WorldHeart is required to take notice by statute or by order of a court of competent jurisdiction. (45) The Company WorldHeart will be entitled, and may direct the Warrant AgentAgent in writing, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1Subsection 3.1(2), or on any branch registers maintained pursuant to Subsection 3.1(8), if such transfer would constitute a violation require WorldHeart to qualify the Common Shares issuable on exercise of the Securities Laws Warrants for distribution in any jurisdiction other than the Qualifying Jurisdictions. (6) Neither WorldHeart nor the Warrant Agent will be bound to take notice of or see to the execution of any applicable jurisdiction trust, whether express, implied or the rulesconstructive, regulations or policies in respect of any regulatory authority having jurisdictionWarrant, and may transfer any Warrant on the written direction of the person registered as the holder thereof and delivered in accordance with Subsection 3.1(3), whether named as trustee or otherwise, as though that person were the beneficial owner thereof. (7) The registers referred to in Subsection 3.1(2), and any branch registers maintained pursuant to Subsection 3.1(8), will at all reasonable times be open for inspection during normal business hours by WorldHeart and any Warrantholder. The Warrant Agent is entitled will from time to assume compliance with all applicable Securities Laws unless otherwise notified time when requested to do so in writing by WorldHeart or any Warrantholder (upon payment of the CompanyWarrant Agent's reasonable charges), furnish WorldHeart or such Warrantholder with a list of the names and addresses of holders of Warrants entered on such registers and showing the number of Warrants held by each such holder. (8) The Warrant Agent with the approval of WorldHeart, may at any time and from time to time change the place at which the registers referred to in Subsection 3.1(2) are kept, cause branch registers of holders or transfers to be kept at other places and close such branch registers or change the place at which such branch registers are kept. No duty Notice of any such change or closure shall rest with be given by the Warrant Agent to determine compliance WorldHeart and the holders of Warrants. (9) The Warrant Agent shall retain until the sixth anniversary of the transferee Expiry Time all instruments of transfer of Warrants which are tendered for registration including the details shown thereon of the persons by or transferor of any Warrant with applicable Securities Lawsthrough whom they were lodged, all cancelled Warrants and other related documents.

Registration and Transfer of Warrants. (1) The Company will cause to be kept by the Warrant Agent will create and keep at the principal office stock transfer offices of the Warrant Agent in the City cities of Toronto, Ontario and Vancouver, British Columbia: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer transfer, exercise or deemed exercise of any Warrant(s) Warrant or Warrants pursuant to the terms of this Indenture indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate2.8(1) hereof, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer Transfer of Warrants form endorsed on attached to the Warrant Certificate executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent. (3) In the case of a Warrant Certificate, the The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(22.8(2) hereof and upon compliance with all other conditions in respect thereof required by this Indenture indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(12.8(1) hereof, as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1)2.8(1) hereof, if such transfer would constitute a violation of the Securities Laws securities laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable securities legislation. (5) Any Warrant Certificate issued to a transferee in transfers contemplated by this section 2.8 shall bear the appropriate legends as set forth in subsections 2.20(2) and (5). (6) If a Warrant Certificate tendered for transfer bears the legend set forth in section 2.20(2), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) an effective registration statement under the U.S. Securities LawsAct and applicable United States state securities laws covering any such transaction has been filed, or (B) the Company has received an acceptable legal opinion stating that such transaction is exempt from registration, or (C) the Company otherwise satisfies itself that such transaction is exempt from registration. (7) If a Warrant Certificate tendered for transfer does not bear the legend set forth in section 2.20 and such transfer is not otherwise exempt, the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and a duly executed and completed Transfer of Warrants form attached to the Warrant Certificate, and the offer of the securities being transferred was made to a person not in the United States and that is not a U.S. Person.

Registration and Transfer of Warrants. (1) The Warrant Agent will create and keep at the principal office of the Warrant Agent in the City of VancouverToronto, British ColumbiaOntario: (a) a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof; and (b) a register of transfers in which all transfers of Warrants and the date and other particulars of each such transfer shall be entered. (2) No transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate executed by the registered holder or his executors, administrators or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent. (3) In the case of a Warrant Certificate, the transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.8(2) and upon compliance with all other conditions in respect thereof required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 3.8(1) as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1), if such transfer would constitute a violation of the Securities Laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with applicable Securities Laws.

Registration and Transfer of Warrants. (1a) The Warrant Agent Company will create and keep at the principal office of cause to be kept by the Warrant Agent Trustee at its principal offices in the City cities of Vancouver, British ColumbiaVancouver and Toronto: (ai) a register of holders in which shall will be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register in connection with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereofthem; and (bii) a register of transfers of Warrants in which all transfers of Warrants and will be entered the date and other particulars of each such transfer shall be enteredof Warrants. (2b) No transfer of any a Warrant will be valid unless entered on made by: (i) the register of transfers referred to in subsection 3.8(1), and, in the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form endorsed on the Warrant Certificate executed by the registered holder Warrantholder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant AgentTrustee with signatures guaranteed by a Schedule I chartered bank, if applicablea Canadian trust company, anda member of the medallion guarantee program, a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP); or (ii) the liquidator of, or a trustee in bankruptcy for, a Warrantholder, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent Trustee and the Company may prescribeprescribe (including, such transfer will be without limitation, the requirement to provide evidence of satisfactory compliance with applicable securities laws) and unless recorded on the register of transfers maintained by the Warrant AgentTrustee pursuant to subsection 2.8(a), nor until all taxes or governmental or other charges arising by reason of such transfer have been paid. (3c) In The Warrant Trustee will process all proffered transfers and exercises in good faith upon the case presumption that such transfer or exercise is permissible pursuant to all applicable legislation and the terms of this Indenture. The transferor and transferee are solely responsible for ensuring compliance with any applicable securities laws, and the Warrant Trustee will have no obligations to ensure compliance with any laws applicable to the issue, transfer or exercise of the Warrants. (d) The transferee of a Warrant Certificate, the transferee of any Warrant will, after surrender any form of transfer acceptable to the Warrant Agent of Trustee is duly completed and the Warrant Certificate evidencing such is lodged with the Warrant as required by subsection 3.8(2) Trustee and upon compliance with all other conditions in respect thereof that regard required by this Indenture or by law, be entitled to be have his name entered on the register of holders referred to in subsection 3.8(1) Warrantholders as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except save in respect of equities or rights of which the Company or the transferee is required to take notice by statute or by order of a court of competent jurisdiction. (4e) The Company will be entitledIf a Warrant Certificate tendered for transfer bears the legend set forth in subsection 2.2(c), and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.8(1), if Trustee shall not register such transfer would constitute a violation of unless the Securities Laws of any applicable jurisdiction or transferor has provided the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. No duty shall rest Trustee with the Warrant Agent Certificate and (A) the transfer is made to determine compliance of the Company or (B) a declaration to the effect set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Company may from time to time prescribe, is delivered to the Warrant Trustee. Any Warrant Certificate issued to a transferee in a transfer contemplated by this subsection 2.8(e) shall bear the legend as set forth in subsection 2.2(d). (f) If the Warrant Certificate tendered for transfer does not bear the legend set forth in subsection 2.2(c), or if an interest in a Warrant Certificate which does not bear the legend set forth in subsection 2.2(c) is tendered for transfer, the Warrant Trustee shall not register such transfer if the Warrant Trustee has reason to believe that the transferee is a person in the United States or transferor a U.S. Person or is acquiring the Warrants evidenced thereby for the account or benefit of any a person in the United States or a U.S. Person. Any Warrant with applicable Securities LawsCertificate issued to a transferee in a transfer contemplated by this subsection 2.8(f) shall bear the legend set forth in subsection 2.2(d).