1

ARTICLE 1

DEFINITIONS

1.1

Defined Terms

2

1.2

General Interpretive Principles

5

ARTICLE 2

REGISTRATION RIGHTS

2.1

Registration Rights

5

2.2

Number of Demand Qualifications

6

2.3

Exceptions

7

ARTICLE 3     

PIGGY-BACK RIGHTS

3.1              

Piggyback Registrations

ARTICLE 4

OBLIGATIONS AND COVENANTS OF THE PARTIES

4.1

Registration Procedures

11

4.2

Information Regarding the Purchaser

16

4.3

Discontinuance of Distribution

16

4.4

Eligibility for use of Short-Form Prospectus and Form F-3

17

4.5

Compliance with Securities Laws

17

4.6

Purchaser Information

17

ARTICLE 5

EXPENSES

5.1

Registration Expenses

ARTICLE 6

INDEMNIFICATION

6.1

Indemnification by the Company

19

6.2

Conduct of Indemnification Proceedings

20

6.3

Contribution

21

ARTICLE 7

MISCELLANEOUS

7.1

Rules 144 and 144A

22

7.2

Free Writing Prospectuses

23

7.3

No Inconsistent Agreements; Additional Rights

23

7.4

Term and Termination

23

7.5

Fees and Expenses

23

7.6

Entire Agreement

23

7.7

Notices

23

7.8

Amendments; Waivers

24

7.9

Successors and Assigns

24

7.10

No Third-Party Beneficiaries

24

7.11

Governing Law

24

7.12

Execution

24

7.13

Severability

25

7.14

Construction

25

(a)

in the case of a registration under the United States Securities Act of the Company’s securities for offer and sale, or resale, to the public in the United States under a Registration Statement, preparing and filing a registration statement in compliance with the United States Securities Act and the automatic effectiveness or the use of commercially reasonable efforts to cause such Registration Statement to become effective under the United States Securities Act; and

(b)

in the case of the qualification with the applicable Canadian securities regulatory authorities of the Company’s securities for distribution in any Qualifying Province, preparing and filing a Canadian Preliminary Prospectus, and as soon as practicable thereafter, a Canadian Prospectus under Canadian Securities

Legislation and in respect of each, the use of commercially reasonable efforts to obtain an MRRS Decision Document.

(a)

the first day that the Purchaser no longer owns any Registrable Securities;

(b)

in respect of a Registration under the United States Securities Act, the first day on which the Purchaser may sell all of the Registrable Securities owned by the Purchaser in one transaction pursuant to Rule 144;

(c)

in respect of a Registration in Canada, the first day on which the Purchaser owns less than 10% of the number of Common Shares then outstanding; and

(d)

June 30, 2012.

(e)

in respect of a Registration under the United States Securities Act, the period commencing on the Closing Date and ending on the earliest to occur of:

(i)

the first day that the Purchaser no longer owns any Registrable Securities;

(ii)

the first day on which the Purchaser may sell all of the Registrable Securities owned by the Purchaser in one transaction pursuant to Rule 144; and

(iii)

June 30, 2012; and

(f)

in respect of a Registration in Canada, the period commencing on the Closing Date and ending on the earliest to occur of:

(i)

the first day that the Purchaser no longer owns any Registrable Securities;

(ii)

the first day on which the Purchaser owns less than 10% of the number of Common Shares then outstanding; and

(iii)

June 30, 2012.

1.2

General Interpretive Principles.

(a)

Headings:             The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

(b)

Articles; Sections:             The terms “this Agreement”, “hereof”, “hereunder” “hereto” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles, Sections and clauses are to Articles, Sections and clauses of this Agreement.

(c)

Number; Gender:             Words, including defined terms, importing the singular number only shall include the plural and vice versa, and words, including defined terms, importing gender include all genders.

(d)

Extended Meaning:          The word “include(s)” means “include(s), without limitation”, and the word “including” means “including, but not limited to” or “including, without restricting the generality of the foregoing”, as the context requires.

(e)

Reference to Agreements and Enactments:            Reference herein to any agreement, instrument, licence or other document shall be deemed to include reference to such agreement, instrument, licence or other document as the same may from time to time be amended, modified, supplemented or restated in accordance with the provisions of this Agreement; and reference herein to any enactment shall be deemed to include reference to such enactment as re-enacted, amended or extended from time to time and to any successor enactment.

(a)

as soon as practicable and in any event within 90 days (or four weeks in the case of a demand for Registration in Canada prior to the date that is four months from the Closing Date) after the Company’s receipt of such written request, prepare and file in those Qualifying Provinces specified by the Purchaser (the “Specified Province(s)”) or in the United States, as the case may be, a Canadian Prospectus or Registration Statement, as applicable, in order to Register that number of Registrable Securities specified by the Purchaser in the request;

(b)

use its commercially reasonable efforts to resolve any regulatory comments and satisfy any regulatory deficiencies in respect of the Preliminary Canadian Prospectus or Registration Statement, as applicable, and, as soon as reasonably practicable after such comments or deficiencies have been resolved or satisfied, prepare and file, and use its commercially reasonable efforts to (i) in Canada, obtain an MRRS Decision Document (or an equivalent document) for the Specified Province(s) for the (final) Canadian Prospectus or (ii) in the United States, cause the Registration Statement to become effective under the United States Securities Act, and will, subject to the provisions of Article 3, take all other steps and proceedings necessary in order to Register the resale of the Registrable Securities in the Specified Province(s) or the United States, as the case may be, as soon as practicable;

(c)

ensure that (i) in the case of the Canadian Prospectus, the Canadian Prospectus contains the disclosure required by, and conforms in all material respects to the requirements of, the applicable provisions of Canadian Securities Legislation; and (ii) in the case of the Registration Statement, the Registration Statement contains

the disclosure required by, and conforms in all material respects, to the requirements of, the applicable provisions of the United States Securities Act;

(d)

prepare and file as soon as practicable with the securities regulatory authorities in the Specified Province(s) or the United States, as the case may be, any amendments and supplements to the Canadian Prospectus or the Registration Statement that may be necessary to comply with applicable Canadian Securities Legislation or the United States Securities Laws, as the case may be; and

(e)

in the case of an Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriters of such offering.

(a)

the Company has in Canada, secured an MRRS Decision Document (or an equivalent document) for the Specified Province(s) for the Canadian Prospectus; or

(b)

in the United States, the Registration Statement has become effective

(a)

the Company is not obligated to effect the filing of such Canadian Prospectus or Registration Statement if the number of Registrable Securities to be Registered comprises less than 1% of the issued and outstanding Common Shares at the time of delivery of the notice;

(b)

the Company is not obligated to effect the filing of such Canadian Prospectus or Registration Statement:

(i)

for a period of up to 90 days after the date of a request for Registration pursuant to Section 2.1 if:

(A)

at the time of such request, the Company is engaged, or has fixed plans to engage within 60 days after the date of such request, in an Underwritten Offering in which the Purchaser is entitled to include Registrable Securities pursuant to Section 3.1; or

(B)

at the time of such request, the Company is currently engaged in an offer or exchange offer and the filing of a Canadian Prospectus or Registration Statement would cause a violation of applicable Canadian Securities Legislation or the United States Securities Act;

(ii)

during the 90-day period following the closing by the Company of an Underwritten Offering in which the Purchaser was entitled (subject to underwriter cutbacks) to include Registrable Securities pursuant to Section 3.1 (or for such shorter period as the lead underwriter(s) of such public offering may have requested) (the “Lock-Up Period”), if the lead underwriter(s) of such public offering has advised the Company that the stand-off pursuant to this clause (ii), including the length thereof, is reasonable and customary under the circumstances and has requested such stand-off;

(iii)

if the Company has already effected the filing of a Canadian Prospectus or Registration Statement pursuant to Section 2.1 within the previous 90 days and such Canadian Prospectus or Registration Statement has not been withdrawn or such prior offering otherwise terminated; or

(iv)

if the Company has a Shelf Registration Statement that has been declared effective under the United States Securities Act at the time it receives a written notice from the Purchaser exercising its demand rights pursuant to Section 2.1;

(c)

the Company may defer such filing for up to 90 days after the delivery by the Company to the Purchaser of a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the board of directors of the Company it would be detrimental to the Company and its shareholders for a Canadian Prospectus or Registration Statement to be filed and it is essential to defer the filing of such Canadian Prospectus or Registration Statement; provided that the Company may not use this right more than twice in any one calendar year;

(d)

the Company shall keep a Shelf Registration Statement effective for the period specified by the Purchaser; provided that such period ends on or prior to the date on which the Registration Period ends.

3.1

Piggyback Registrations.

(a)

Participation. If the Company at any time proposes to Register any offering of its securities under the United States Securities Act or Canadian Securities Legislation, for its own account or for the account of any other Persons, on a form or in a manner that would permit the inclusion of the Registrable Securities for offer and sale in an Underwritten Offering to the public under the United States Securities Act or Canadian Securities Legislation (other than (i) a Registration under the United States Securities Act on Form S-4, F-4, F-10 or S-8 or any successor form to such Forms or (ii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as practicable but in no event less than,

(i)

in respect of a Company Public Sale in Canada five (5) Trading Days prior to the proposed date of filing the Preliminary Canadian Prospectus, except that in the case of a “bought deal” as contemplated by NI 44-101 the Company shall give such notice to the Purchaser as promptly as practicable but not later than four (4) Trading Days prior to the proposed date of filing the Canadian Preliminary Prospectus, and

(ii)

in respect of a Company Public Sale Registered under the United States Securities Act, five (5) Trading Days prior to the proposed date of filing the Registration Statement,

(b)

Inclusion of Registrable Securities in Company Public Sale. Subject to Section 3.1(c), the Company shall include in such Company Public Sale all such

Registrable Securities which are requested to be included therein within 15 days after the receipt by the Purchaser of any such notice; provided that if at any time after giving written notice of its intention to Register any securities and prior to:

(i)

the effective date of the applicable Registration Statement (in the case of a Registration under the United States Securities Act); or

(ii)

an MRRS Decision Document being issued for the Canadian Prospectus (in the case of a Registration pursuant to Canadian Securities Legislation)

(iii)

in the case of a determination not to Register, shall be relieved of its obligation to include any Registrable Securities in such Underwritten Offering (but not from its obligation to pay the Registration Expenses in connection therewith); and

(iv)

in the case of a determination to delay Registering, shall be permitted to delay including any Registrable Securities in such Underwritten Offering, for the same period as the delay in Registering such other securities.

(c)

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company and the Purchaser in writing that, in its or their opinion, the number of securities which the Purchaser and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be:

(i)

first, 100% of the securities that the Company or (subject to Section 7.3) any Person (other than the Purchaser) exercising a contractual right to demand Registration, as the case may be, proposes to sell; and

(ii)

second, and only if all the securities referred to in Section 3.1(c)(i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect; and

(iii)

third, and only if all of the Registrable Securities referred to in Sections 3.1(c)(i) and 3.1(c)(ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

(d)

Obligation to Register Registrable Securities. To the extent that any Registrable Securities are included and sold in a Company Public Sale, the Company’s continuing obligations to Register that number of securities included in the Company Public Sale shall forthwith cease upon the closing of the Company Public Sale; provided that all of the Company’s obligations under Article 2 and Section 3.1 in respect of the Registrable Shares that were not included and sold in such Company Public Sale shall remain in full force and effect and shall not be deemed to have been satisfied or to have ceased as a result of such Company Public Sale.

(e)

Underwriting Agreement. The Purchaser shall be party to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Purchaser as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of the Purchaser. The Purchaser shall not be required to make any representations or warranties to or agreements with the Company or the underwriters, except that such Purchaser shall be required, upon request, to provide representations, warranties or agreements regarding the Purchaser, the Purchaser’s Registrable Securities and the Purchaser’s intended method of distribution of the Registrable Securities or any other representations or information required by law or required to be included in a Registration Statement.

(f)

Participation in Underwritten Registrations. The Purchaser may not participate in any Underwritten Offering hereunder unless the Purchaser (i) agrees to sell its applicable Registrable Securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

(a)

prepare the required Registration Statement or Canadian Prospectus (as the case may be) including all exhibits and financial statements required under the United States Securities Act or Canadian Securities Legislation to be filed therewith, and before filing a Registration Statement, U.S. Prospectus or Canadian Prospectus (as the case may be), or any amendments or supplements thereto, and (x) furnish to the Purchaser copies of all documents prepared to be filed, which documents will be subject to the review of the Purchaser and its counsel, acting reasonably and (y) except in the case of a Registration under Section 3.1, not file any Registration Statement, U.S. Prospectus, or Canadian Prospectus or amendments or supplements thereto to which the Purchaser or the underwriters, if any, shall reasonably object; provided that notwithstanding any other term of this Agreement, if the Purchaser or the underwriters, if any, do so reasonably object, the Company shall not be deemed to be in breach of any of its obligations hereunder;

(b)

as soon as reasonably practicable file with the SEC or the Canadian Securities Administrators in each applicable Qualifying Province (as the case may be) a Registration Statement or Canadian Prospectus, respectively, relating to the Registrable Securities including all exhibits and financial statements required by the SEC or such Canadian Securities Administrators (as the case may be) to be filed therewith, and use commercially reasonable efforts to cause such Registration Statement to become effective under the United States Securities Act or an MRRS Decision Document to be issued for such Canadian Prospectus;

(c)

prepare and file with the SEC or the Canadian Securities Administrators in each applicable Qualifying Province such amendments and post-effective amendments to any Registration Statement or Canadian Prospectus (as the case may be) and supplements (including Shelf Supplements) to the U.S. Prospectus or Canadian Prospectus (as the case may be) as may be reasonably requested by the Purchaser or necessary to keep such Registration effective for the period of time required by this Agreement and, if applicable, to include the Registrable Securities in an Underwritten Offering pursuant to Section 3.1, and comply with provisions of applicable Securities Laws with respect to the sale or other disposition of all securities covered by such Registration Statement or Canadian Prospectus (as the case may be) during such period in accordance with the intended method or methods of disposition by the Purchaser set forth in such Registration Statement or Canadian Prospectus (as the case may be);

(d)

notify the Purchaser and (if requested) confirm such advice in writing and provide copies of the relevant documents to the Purchaser, as soon as reasonably practicable after notice thereof is received by or on behalf of the Company

(i)

when

(A)

the applicable Registration Statement or any amendment thereto has been filed, becomes effective, and when the applicable U.S. Prospectus or any amendment or supplement to such U.S. Prospectus has been filed, and/or

(B)

the applicable Canadian Preliminary Prospectus or Canadian Prospectus or any amendment or supplement thereto has been filed or an MRRS Decision Document issued therefor,

(ii)

of any written comments by the Securities Regulators or any request by the Securities Regulators or any other Governmental Authority for amendments or supplements to any Registration Statement (or the related U.S. Prospectus), any Canadian Preliminary Prospectus or any Canadian Prospectus or for additional information,

(iii)

of the issuance by the Securities Regulators of any stop order or cease trade order suspending the effectiveness of any Registration Statement or Canadian Prospectus or any order by the Securities Regulators or any other Governmental Authority preventing or suspending the use of any preliminary or final U.S. Prospectus, Preliminary Canadian Prospectus or Canadian Prospectus or the initiation or threatening of any proceedings for such purposes, and

(iv)

of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(e)

promptly notify the Purchaser when the Company becomes aware of the happening of any event as a result of which

(i)

the applicable Preliminary Canadian Prospectus or Canadian Prospectus contains any misrepresentation (as defined in Canadian Securities Legislation) or fails to constitute full, true and plain disclosure of all material facts regarding the Registrable Securities or,

(ii)

the applicable Registration Statement or the U.S. Prospectus included in such Registration Statement (as then in effect), contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of the U.S. Prospectus, in light of the circumstances under which they were made), not misleading, or

(f)

use commercially reasonable efforts to prevent or obtain the withdrawal of any stop order, cease trade order or other order suspending the use of any preliminary or final U.S. Prospectus, Preliminary Canadian Prospectus or Canadian Prospectus or suspending the qualification of Registrable Securities covered by a Registration Statement, Preliminary Canadian Prospectus or Canadian Prospectus;

(g)

promptly incorporate in a U.S. Prospectus supplement or post-effective amendment to a Registration Statement, or in an amendment or supplement to a Preliminary Canadian Prospectus or Canadian Prospectus, such information as the managing underwriter or underwriters, if any, and the Purchaser agree should be included therein relating to the plan of distribution with respect to such Registrable Securities; and make all required filings of such U.S. Prospectus supplement or post-effective amendment, or amendment or supplement to such Preliminary Canadian Prospectus or Canadian Prospectus, as soon as reasonably practicable after being notified of the matters to be incorporated in such U.S. Prospectus supplement or post-effective amendment or amendment or supplement to such Preliminary Canadian Prospectus or Canadian Prospectus;

(h)

furnish to the Purchaser without charge, as many conformed copies as the Purchaser may reasonably request of the applicable Registration Statement, Preliminary Canadian Prospectus or Canadian Prospectus (as the case may be) and any supplement, amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

(i)

deliver to the Purchaser without charge, as many copies of the applicable U.S. Prospectus (including each preliminary prospectus), Preliminary Canadian Prospectus and Canadian Prospectus (as the case may be) and any amendment or supplement thereto as the Purchaser may reasonably request (it being understood that the Company consents to the use of such U.S. Prospectus, Preliminary Canadian Prospectus and Canadian Prospectus (as the case may be) or any amendment or supplement thereto by the Purchaser in connection with the offering and sale of the Registrable Securities covered by such U.S. Prospectus, Preliminary Canadian Prospectus and Canadian Prospectus (as the case may be) or any amendment or supplement thereto) and such other documents as the Purchaser may reasonably request in order to facilitate the disposition of the Registrable Securities by the Purchaser;

(j)

on or prior to the date on which the applicable Registration Statement becomes effective under the United States Securities Act, use commercially reasonable efforts to register or qualify, and cooperate with the Purchaser and its counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of each state and other jurisdiction of the United States as the Purchaser or its counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep such Registration in effect, provided that the Company will not be required to

(i)

qualify generally to do business in any jurisdiction where it is not then so qualified,

(ii)

become subject to the securities laws of any jurisdiction other than the United States, the various states of the United States, Canada or the Qualifying Provinces, or

(iii)

take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;

(k)

use commercially reasonable efforts to cause the Registrable Securities covered by any Registration Statement, Preliminary Canadian Prospectus or Canadian Prospectus, as applicable to be registered with or approved by such other Governmental Authorities as may be necessary to enable the Purchaser to consummate the disposition of such Registrable Securities;

(l)

enter into such customary agreements (including, without limitation, indemnification agreements, and in the case of Underwritten Offerings, underwriting agreements) and take all such other actions as the Purchaser or the underwriters, if any, reasonably request in order to expedite or facilitate the registration and disposition of such Registrable Securities;

(m)

obtain for delivery to the Purchaser and to the underwriters, if any, an opinion or opinions (including, as applicable, any French translation opinion for any Preliminary Canadian Prospectus or Canadian Prospectus) from counsel for the Company dated the effective date of the Registration Statement or, in the event of an Underwritten Offering, the date of the closing under the underwriting agreement, addressed or confirmed to the Purchaser and underwriters, in customary form, scope and substance, which opinions shall be reasonably satisfactory to the Purchaser or underwriters, as the case may be, and their respective counsel;

(n)

in the case of an Underwritten Offering, provide copies to the Purchaser included in such Underwritten Offering, of the “comfort letter” from, and delivered to the Company and the underwriters, if any, by the Company’s independent certified public accountants, in customary form and covering such matters of the type customarily covered by “comfort letters” as the Company and the underwriters, if

any, reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement;

(o)

cooperate with each seller of Registrable Securities and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the NASD or other regulatory body;

(p)

use commercially reasonable efforts to comply with all applicable securities laws and make available to its security holders, as soon as reasonably practicable an earnings statement satisfying the provisions of Section 11(a) of the United States Securities Act and the rules and regulations promulgated thereunder;

(q)

provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement, Preliminary Canadian Prospectus or Canadian Prospectus, as the case may be, from and after a date not later than the effective date of such Registration Statement, or the date an MRRS Decision Document is issued for the Canadian Prospectus, as the case may be;

(r)

cause all Registrable Securities covered by the Registration Statement, Preliminary Canadian Prospectus or Canadian Prospectus, as the case may be, to be listed on each securities exchange on which any of the Company’s securities are then listed or quoted and on each inter-dealer quotation system on which any of the Company’s securities are then quoted; and

(s)

make available upon reasonable notice at reasonable times and for reasonable periods for inspection by

(i)

a representative appointed by the Purchaser covered by the applicable Registration Statement, Preliminary Canadian Prospectus or Canadian Prospectus, as the case may be,

(ii)

any underwriter or agent participating in any disposition to be effected pursuant to such Registration Statement, Preliminary Canadian Prospectus or Canadian Prospectus, as the case may be, and

(iii)

by any attorney, lawyer, accountant or other agent retained by the Purchaser or any such underwriter or agent,

4.2

Information Regarding the Purchaser.

4.3

Discontinuance of Distribution.

4.4

Eligibility for use of Short-Form Prospectus and Form F-3.

(a)

a prospectus in Canada in the form of a short form prospectus pursuant to NI 44-101, and

(b)

a registration statement on Form F-3, or successor form thereto, under the United States Securities Act for purposes of registering securities to be offered and sold, including on a delayed or continuous basis, for the account of any person other than the issuer.

4.5

Compliance with Securities Laws.

4.6

Purchaser Information.

(a)

any Registration Statement under which Registrable Securities are Registered under the United States Securities Act (including any final, preliminary or summary U.S. Prospectus contained therein or any amendment thereof or supplement thereto), or

(b)

any Preliminary Canadian Prospectus, Canadian Prospectus or any amendment or supplement thereto,

5.1

Registration Expenses.

(a)

all registration and filing fees, and any other fees and expenses associated with filings required to be made with the Securities Regulators or the NASD,

(b)

all fees and expenses in connection with compliance with state securities or “Blue Sky” laws,

(c)

all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing prospectuses or similar documents),

(d)

all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company (including the expenses of any opinions, audit and “comfort letters” required by or incident to such performance),

(e)

United States Securities Act liability insurance or similar insurance if the Company so desires or the underwriters, if any, so require in accordance with then-customary underwriting practice,

(f)

all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system,

(g)

all applicable rating agency fees with respect to the Registrable Securities,

(h)

any reasonable fees and disbursements of underwriters, if any, customarily paid by issuers of securities and, for greater certainty, shall not include the fees and disbursements of any underwriters separately engaged by the Purchaser,

(i)

all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, and

(j)

all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties).

6.1

Indemnification by the Company.

(a)

any untrue or alleged untrue statement of a material fact contained or incorporated by reference in

(i)

any Registration Statement under which such Registrable Securities were Registered under the United States Securities Act (including any final,

preliminary or summary U.S. Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or

(ii)

any Preliminary Canadian Prospectus, Canadian Prospectus or any amendment or supplement thereto or any material incorporated by reference therein, or

(b)

any omission or alleged omission to state in a Registration Statement or U.S. Prospectus a material fact required to be stated therein (in the case of the U.S. Prospectus) or necessary to make the statements therein in light of the circumstances under which they were made not misleading or in a Preliminary Canadian Prospectus or Canadian Prospectus to provide full, true and plain disclosure of all material facts, or

(c)

any violation or alleged violation by the Company of any Applicable Law relating to any action or inaction in connection with any Registration or disclosure document or other document or information incorporated by reference therein and used in connection with such Registration;

6.2

Conduct of Indemnification Proceedings.

(a)

give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification, provided that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it is actually and materially prejudiced by reason of such delay or failure, and

(b)

permit such indemnifying party to assume the defence of such claim with counsel reasonably satisfactory to the indemnified party; provided that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defence of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless

(i)

the indemnifying party has agreed in writing to pay such fees or expenses,

(ii)

the indemnifying party shall have failed to assume the defence of such claim within a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person,

(iii)

the indemnified party has reasonably concluded (based upon advice of its counsel) that there may be legal defences available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or

(iv)

in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defence of such claim on behalf of such Person).

6.3

Contribution.

(a)

in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party or parties on the other hand; or

(b)

if the allocation provided by clause (a) of this Section 6.3 is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (a) of this Section 6.3 but also the relative fault of the indemnifying party on the one hand and the indemnified party or parties on the other hand in connection with the acts, statements or omissions that resulted in such losses, as well as any other relevant equitable considerations.

7.1

Rules 144 and 144A.

7.2

Free Writing Prospectuses.

7.3

No Inconsistent Agreements; Additional Rights.

7.4

Term and Termination.

7.5

Fees and Expenses.

7.6

Entire Agreement.

7.7

Notices.

(a)

the date of transmission, if such notice or communication is delivered via facsimile or via internet at the facsimile number or internet address respectively set out on the signature pages attached hereto prior to 5:30 p.m. (Toronto time) on a Trading Day,

(b)

the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile or via internet at the facsimile number or internet address respectively set out on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (Toronto time) on any Trading Day,

(c)

the 2nd Trading Day following the date of mailing, if sent by an internationally recognized overnight courier service, or

(d)

upon actual receipt by the Party to whom such notice is required to be given.

7.8

Amendments; Waivers.

7.9

Successors and Assigns.

7.10

No Third-Party Beneficiaries.

7.11

Governing Law.

7.12

Execution.

7.13

Severability.

7.14

Construction.

LORUS THERAPEUTICS INC.

Per:

/s/ Jim Wright

Name:

Jim Wright

Title:

Chief Executive Officer

Per:

/s/ Aiping Young

Name:

Aiping H. Young

Title:

Chief Operating Officer

Address for Notice:

2 Meridian Road

Toronto, Ontario

M9W 4Z7

Attention:          Jim Wright, CEO

Telephone:        +(416) 798-1200 Ext. 340

Telecopy:          +(416) 798-2200

E-mail:              jawright@lorusthera.com

and

Attention:          Aiping H. Young, COO

Telephone:        +(416) 798-1200 Ext. 379

Telecopy:          +(416) 798-2200

E-mail:              ahyoung@lorusthera.com

HIGH TECH BETEILIGUNGEN GMBH & CO. KG represented
by CONPHARM ANSTALT

Per:

/s/ Georg Ludwig

Name:

Georg Ludwig

Title:

Managing Director

Address for Notice:

ConPharm Anstalt

Grossfeld 10

FL 9492 Eschen

Principality of Liechtenstein

Attention:          Georg Ludwig,
                          Managing Director

Telephone:        +423 79 17 066

Telecopy:          +423 373 0423

E-mail:              gludwig@High Tech-pe.com

With copy to:

High Tech Beteiligungen GmbH & Co. KG

Steinstrasse 20

D 40212 Düsseldorf

Germany

Attention:          Georg Ludwig,
                          Managing Partner

Telephone:        +49 211 86 289 460

Telecopy:          +49 211 86 289 465

E-mail:              gludwig@High Tech-pe.com