Legal Purchaser's Undertaking

LEGAL PURCHASER'S UNDERTAKING

This Legal Purchaser's Undertaking ("Undertaking") is made as of the day of by and between Purchaser Name: having an address at Purchaser Address: (the "Purchaser") and Beneficiary Name: having an address at Beneficiary Address: (the "Beneficiary").

RECITALS

WHEREAS, the Purchaser and the Beneficiary have entered into a Sale Agreement referenced as Agreement Reference: dated (the "Agreement"), pursuant to which the Purchaser agreed to acquire the assets or securities specified therein.

WHEREAS, as a condition of the Agreement and the anticipated Completion (as defined below), the Beneficiary requires the Purchaser to give the undertakings set forth in this Undertaking to secure performance of the Purchaser's obligations under the Agreement.

WHEREAS, capitalized terms used in this Undertaking and not otherwise defined have the meanings given to them in Section 1 below.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 In this Undertaking, unless the context otherwise requires:

"Agreement" means the agreement identified in the Recitals and any amendment thereto expressly agreed in writing by the parties.

"Completion" means the completion of the transactions contemplated by the Agreement, including the transfer of the Purchased Assets and payment in full of the Purchase Price.

"Purchase Price" means the aggregate consideration payable by the Purchaser under the Agreement, being $ .

2. UNDERTAKINGS OF THE PURCHASER

2.1 The Purchaser irrevocably undertakes to the Beneficiary that the Purchaser shall, on or before the Completion Date: (a) pay the Purchase Price in immediately available cleared funds to the account or escrow specified by the Beneficiary; (b) deliver all instruments of transfer, assignments, endorsements, and such other documents as are reasonably necessary to vest good and marketable title in the Beneficiary or the party designated in the Agreement; and (c) satisfy or procure satisfaction of any conditions precedent required by the Agreement.

2.2 The Purchaser further undertakes that it will not, without the prior written consent of the Beneficiary, rescind, revoke, or seek to avoid its obligations under the Agreement or this Undertaking, nor commence any proceeding seeking injunctive relief that would prevent performance of the Agreement or Completion.

2.3 The Purchaser's obligations under this Undertaking are continuing obligations and shall survive Completion and, where necessary for enforcement, shall remain in full force and effect until all liabilities and obligations of the Purchaser under the Agreement and this Undertaking have been fully performed or discharged.

3. REPRESENTATIONS AND WARRANTIES

3.1 The Purchaser represents and warrants to the Beneficiary that, as at the date of this Undertaking:

(a) the Purchaser has full power and authority to enter into and perform this Undertaking and the execution and delivery by the Purchaser of this Undertaking has been duly authorized by all necessary corporate or other action; and

(b) the execution, delivery and performance of this Undertaking do not and will not result in a breach of any law, agreement or instrument to which the Purchaser is a party or by which it or its assets are bound.

4. COVENANTS

4.1 The Purchaser covenants that it will:

(a) promptly provide to the Beneficiary such evidence of payment and delivery as the Beneficiary reasonably requests; (b) notify the Beneficiary in writing of any event or circumstance that would or is reasonably likely to materially delay or prevent Completion; and (c) cooperate with the Beneficiary and execute such further documents and take such further steps as may be reasonably necessary to give effect to the transactions contemplated by the Agreement.

5. INDEMNITY

5.1 The Purchaser shall indemnify, defend and hold harmless the Beneficiary from and against any and all losses, claims, liabilities, damages, costs and expenses (including reasonable legal fees) incurred or sustained by the Beneficiary as a direct result of any breach by the Purchaser of this Undertaking or the representations, warranties or covenants set forth herein.

6. REMEDIES

6.1 The rights, powers and remedies provided in this Undertaking are cumulative and not exclusive of any rights, powers or remedies provided by law. The Beneficiary shall be entitled to seek specific performance, injunctive relief, or any other equitable remedy without the necessity of posting bond or other security in addition to any claim for damages.

7. NOTICES

7.1 Notices under this Undertaking shall be in writing and shall be deemed given when delivered personally, sent by certified mail, or sent by nationally recognized overnight courier to the addresses set forth above or to such other address as a party designates by written notice in accordance with this section.

8. GOVERNING LAW

This Undertaking shall be governed by and construed in accordance with the laws of the State/Province of without regard to its conflict of laws principles.

9. ENTIRE AGREEMENT

This Undertaking, together with the Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between them relating to the subject matter of this Undertaking.

10. SEVERABILITY

If any provision of this Undertaking is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remaining provisions shall continue in full force and effect.

11. AMENDMENTS AND WAIVER

No amendment to or waiver of any provision of this Undertaking shall be effective unless made in writing and signed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right shall operate as a waiver of that right.

12. COUNTERPARTS

This Undertaking may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission shall be effective as delivery of an original.

13. AUTHORITY

Each person signing this Undertaking on behalf of a party represents and warrants that he or she has full authority to execute and deliver this Undertaking on behalf of that party and to bind that party to the terms of this Undertaking.

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