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

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

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

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

Vendor’s Representations and Warranties. The Vendor represents and warrants to the Purchaser that: (a) The the Vendor is a company Luxembourg limited liability company, duly incorporated, organized and subsisting under the laws of the Cayman Islands.Luxembourg; (b) The the Vendor is the legal and the beneficial owner of the Subject Shares free and clear of all liens, charges, encumbrances, hypothecs, pledges, mortgages, security interests of any nature, adverse claims, options, rights of pre-emption, and any other rights of others (collectively, “"Encumbrances”").; (c) Other other than the Shares and the common shares and the share purchase warrants of the Corporation held by XXXSubject Shares, neither the Vendor nor any of its Affiliates own or exercise investment authority over any shares securities of the Corporation Virginia or any of its subsidiaries or any securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares securities of the Corporation Virginia or its subsidiaries.; (d) The the Vendor has good and sufficient power, authority and right to enter into and deliver this Agreement and to transfer the legal and beneficial title and ownership of the Subject Shares on behalf of the Accounts to the Purchaser free and clear of all Encumbrances and, upon payment of the Purchase Price, the Purchaser will acquire good and valid title to the Subject Shares, free and clear of all Encumbrances.; (e) The Shares are freely tradeable in all the provinces and territories of Canada. (f) The Vendor is entitled authorized to sell and transfer to the Purchaser the full legal and beneficial ownership of the Subject Shares on the terms of this Agreement without the consent of any third party.; (gf) The the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of the Vendor.; (hg) This this Agreement constitutes a valid and legally binding obligation of the Vendor, enforceable against the Vendor in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ ' rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court.; (ih) There is no contract, option or any other right of another party binding upon or which at any time in the future may become binding upon the Vendor to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Subject Shares other than pursuant to the provision provisions of this Agreement.; (ji) There there is no outstanding voting trust, proxy or other similar agreement with respect to the voting of the Subject Shares, other than the proxy granted to the Purchaser as contemplated under the terms of this Agreement.; (kj) To to the Vendor’s 's knowledge, neither entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by the Vendor will result in the violation of: (i) any of the provisions of the constating organizational documents or by-laws of the Vendor; (ii) any contract (written or oral) or other instrument to which the Vendor is a party or by which the Vendor is bound; or (iii) any law, statute, rule, regulation, or any existing applicable decree, judgment, or order by any court, administrative agency, or other governmental body (collectively, “"Law”"), in respect of which the Vendor must comply.; (lk) The the Vendor has not disclosed to the Purchaser any confidential or material, non-public information concerning the Virginia Shares or Virginia; (l) the CorporationVendor is knowledgeable of, or has been independently advised as to, the applicable securities laws of the jurisdiction which would apply to this subscription, if any; (m) the Vendor is permitted to purchase and hold the Osisko Shares pursuant to exemptions from any prospectus, financial promotion or registration requirements under the applicable securities legislation of any applicable jurisdiction or, if such is not applicable, the Vendor is permitted to purchase and hold the Osisko Shares under the applicable securities laws of such jurisdiction without the need to rely on exemptions; (n) the Vendor understands that the Vendor may not be able to resell the Osisko Shares except in accordance with limited exemptions available under applicable securities legislation and regulatory policy, and that the Vendor is solely responsible for the Vendor's compliance with applicable resale restrictions; (o) the Vendor has not received or been provided with any offering memorandum, or any other document (other than annual financial statements, interim financial statements or any other document (excluding offering memoranda, prospectuses or other offering documents) the content of which is prescribed by statute or regulation and which has been publicly filed on SEDAR) describing the business and affairs of the Purchaser, which has been prepared for delivery to and reviewed by prospective purchasers in order to assist them in making an investment decision in respect of the Osisko Shares; (p) the Vendor has relied solely upon publicly available information relating to the Purchaser and not upon any oral or written representation as to fact or otherwise made by or on behalf of the Purchaser; (q) no person has made any written or oral representations to the Vendor that any person will resell or repurchase any of the Osisko Shares, that any person will refund the purchase price of any of the Osisko Shares or as to the future price or value of the Osisko Shares; (r) the Vendor will not resell any of the Osisko Shares except in accordance with the provisions of applicable securities legislation, securities regulatory policy, and stock exchange rules; (s) if the Vendor is an institutional "accredited investor" that satisfies one or more of the criteria set forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the United States Securities Act of 1933, as amended (the "1933 Act") (hereinafter referred to as an "Institutional Accredited Investor"), and is purchasing the Osisko Shares for investment purposes only for its own account or for the account of one or more Institutional Accredited Investors with respect to which it exercises sole investment discretion, and not with a view to any resale, distribution or other disposition of Osisko Shares in violation of United States federal or state securities laws; (t) the Vendor has not become aware of any advertisement in printed media of general and regular paid circulation or on radio, television or other form of telecommunication or any other form of advertisement (including electronic display or the Internet) or sales literature with respect to the distribution of the Osisko Shares and the Vendor has not purchased the Osisko Shares as a result of any "general solicitation" or "general advertising" (as those terms are used in Regulation D under the ▇▇▇▇ ▇▇▇) ; (u) the Vendor understands and acknowledges that Osisko Shares have not been and will not be registered under the 1933 Act or the securities laws of any state of the United States, and will, therefore, be "restricted securities" within the meaning of Rule 144 under the 1933 Act, and that the offer and sale of the Osisko Shares to it will be made in reliance upon an exemption from registration available to the Purchaser for offers and sales to Institutional Accredited Investors; (v) the Vendor understands and acknowledges until such time as Osisko Shares are no longer required under applicable requirements of the 1933 Act or applicable state securities laws, certificates representing such Osisko Shares, and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF OSISKO GOLD ROYALTIES LTD. (THE "CORPORATION") THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF (C) AND (D) ABOVE, AFTER THE SELLER FURNISHES TO THE CORPORATION AND THE CORPORATION'S TRANSFER AGENT AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. " provided, that if, at the time the Purchaser is a "foreign issuer" as defined in Regulation S, such securities are being sold in accordance with the requirements of Rule 904 of Regulation S under the 1933 Act, as referred to above, and in compliance with local laws and regulations, the legend may be removed by providing a declaration to the Purchaser's applicable transfer agent for such securities, in the form attached hereto as Schedule "B" (or as the Purchaser may prescribe from time to time); notwithstanding the foregoing, the Purchaser's applicable transfer agent may impose additional requirements for the removal of legends from securities sold in accordance with Rule 904 of Regulation S under the 1933 Act in the future; provided further, that, if any Osisko Shares are being sold pursuant to Rule 144 under the 1933 Act, the legend may be removed by delivery to the Purchaser and the Purchaser's applicable transfer agent of an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Purchaser to the effect that the legend is no longer required under applicable requirements of the 1933 Act or state securities laws; (w) the Purchaser is acquiring the Osisko Shares for its own account for investment, without a view to, or for a resale in connection with, any distribution thereof and with no present intention of distributing or reselling any part thereof. The representations Purchaser was not created or used solely to purchase or hold the Osisko Shares. The Purchaser is resident in the United States and warranties all acts of solicitation, conduct or negotiations directly or indirectly in furtherance of the purchase of the Osisko Shares occurred outside of Canada (except in Ontario) ; (x) the Vendor is purchasing the Osisko Shares as principal for its own account and not for the benefit of any other person, it is an "accredited investor" as defined in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions, and is not a person that is created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of "accredited investor" in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions (unless each of the shareholders of such person is an "accredited investor" under such instrument); (y) the Vendor acknowledges that the certificates representing the Osisko Shares (or any certificates issued in exchange or in substitution thereof), will bear the following legends with the necessary information inserted: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE WHICH IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE WILL BE INSERTED]." and "WITHOUT PRIOR WRITTEN APPROVAL OF THE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [THE DATE WHICH IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE WILL BE INSERTED]." provided that subsequent to the date which is four months and one day after the Closing Date the certificates representing the Osisko Shares may be exchanged for certificates bearing no such legends; (z) The Vendor acknowledges and consents to the Purchaser collecting personal information relating to the Vendor for the purpose of completing this Agreement. The Vendor acknowledges and consents to the Purchaser retaining such personal information for as long as permitted or required by law or business practices. The Vendor further acknowledges and consents to the fact that the Purchaser may be required by Canadian securities laws, the rules and policies of the Toronto Stock Exchange or of any applicable stock exchange to provide regulatory authorities with any personal information provided by the Vendor in this Agreement. Specifically, such consent shall extend to the collection, use and disclosure of personal information by the Toronto Stock Exchange for the following purposes, or as otherwise described or identified by the Toronto Stock Exchange from time to time: (i) to conduct background checks; (ii) to verify the personal information that has been provided about each individual; (iii) to consider the suitability of the individual to act as an officer, director, insider, promoter, investor relations provider or, as applicable, an employee or consultant, of the Purchaser or the applicant; (iv) to consider the eligibility of the Purchaser or the applicant to list on the Toronto Stock Exchange; (v) to provide disclosure to market participants as to the security holdings of directors, officers, other insiders and promoters of the Purchaser, or its associates or affiliates; (vi) to conduct enforcement proceedings; and (vii) to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the Toronto Stock Exchange, securities legislation and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada; (aa) The Vendor has been advised that the Toronto Stock Exchange also collects additional personal information from other sources, including but not limited to, securities regulatory authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, regulations services providers and each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes set out above can be accomplished. The personal information the Toronto Stock Exchange collects may also be disclosed to such agencies and organizations, or as otherwise permitted or required by law, and they may use it in their own investigations for the purposes described above and may also be disclosed on the website of the Toronto Stock Exchange or through printed materials published by or pursuant to the directions of the Toronto Stock Exchange. The Toronto Stock Exchange may from time to time use third parties to process information and/or provide other administrative services and in this regard, may share the information with such third party service providers. The Vendor represents and warrants that the Vendor has the authority to provide the consents and acknowledgements set out in this paragraph on behalf of each beneficial purchaser for whom the Vendor is contracting hereunder; and (bb) If the Vendor is resident, or, if not an individual, has its head office, in the Province of Ontario, the Vendor acknowledges that it has been notified: (i) of the delivery to the OSC of information with respect to the Vendor's full name, residential address (or head office) and telephone number, the number and type of securities received, the total value of such securities, the prospectus exemption relied upon by the Purchaser and the date of distribution (collectively the "Vendor Information"); (ii) that the Vendor Information is being collected indirectly by the OSC under the authority granted to it by the securities laws of Ontario; (iii) that the Vendor Information is being collected for the purposes of the administration and enforcement of the Securities Laws of Ontario; (iv) that the Administrative Support Clerk of the OSC can be contacted at ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ or at (▇▇▇) ▇▇▇-▇▇▇▇ regarding any questions about the OSC's indirect collection of the Vendor set forth in Section 7 will survive Information; and (v) the Closing.Vendor authorizes the indirect collection of the Vendor Information by the OSC. The r

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

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