Re: Offering of Units Genuity Capital Markets and TD Securities Inc. (the "Lead Agents"), Canaccord Capital Corporation, Dundee Securities Corporation and RBC Dominion Securities Inc. (collectively, the "Agents") understand that Oilsands Quest Inc. (the "Corporation") proposes to issue and s

Christopher H. Hopkins, Chief Executive Officer

T. Murray Wilson, Executive Chairman

Re:

(a)

“ Additional Closing Date ” and “ Additional Closing Time ” have the meanings ascribed thereto in subsection 13(b);

(b)

“ Agents’ Canadian Counsel ” means Blake, Cassels & Graydon LLP or such other legal counsel as the Agents, with the consent of the Corporation, may appoint;

(c)

“ Agents’ Counsel ” means the Agents’ Canadian Counsel and the Agents’ U.S. Counsel;

(d)

“ Agents’ U.S. Counsel ” means Shearman & Sterling LLP or such other legal counsel as the Agents, with the consent of the Corporation, may appoint;

(e)

“ Agreement ” means this agreement and not any particular article or section or other portion except as may be specified, and words such as “ hereof ”, “ hereto ”, “ herein ” and “ hereby ” refer to this agreement as the context requires;

(f)

“ Applicable Time ” means 7:00 a.m. (Calgary time) on April 30, 2009;

(g)

“ ASA ” means the Securities Act (Alberta), RSA 2000 c.S-4, as amended, including the regulations promulgated thereunder;

(h)

“ ASC ” means the Alberta Securities Commission;

(i)

“ affiliate ” has the meaning ascribed thereto under the ASA;

(j)

“ Business Day ” means a day which is not Saturday or Sunday or a legal holiday in Calgary, Alberta;

(k)

“ Canadian Base Prospectus ” means the (final) MJDS shelf prospectus of the Corporation dated November 16, 2007 relating to the distribution of Common Shares, warrants and/or units of the Corporation filed with the Securities Commissions;

(l)

“ Canadian Preliminary Prospectus Supplement ” means the preliminary prospectus supplement relating to the Offered Securities provided to the Agents for purposes of marketing the Offered Securities in Canada and filed with the Securities Commissions pursuant to the MJDS;

(m)

“ Canadian Prospectus Supplement ” means the prospectus supplement relating to the Offered Securities to be filed with the Securities Commissions pursuant to the MJDS in accordance with section 3(b) hereof;

(n)

“ Canadian Prospectus ” means the Canadian Base Prospectus as supplemented by the Canadian Preliminary Prospectus Supplement until such time as the Canadian Prospectus Supplement is filed with the Securities Commissions, after which time “Canadian

Prospectus” means the Canadian Base Prospectus as supplemented by the Canadian Prospectus Supplement;

(o)

“ Canadian Securities Laws ” means, collectively, the applicable securities laws of each of the Qualifying Provinces and the respective regulations, rules, instruments, rulings and orders made thereunder and the applicable policy statements issued by the Securities Commissions thereunder;

(p)

“ Closing Date ” means May 12, 2009 or such other date as the parties hereto may agree, but in any event, not later than May 31, 2009;

(q)

“ Closing Time ” means 6:30 a.m. (Calgary time) or such other time, on the Closing Date, as the Agents and the Corporation may agree;

(r)

“ Common Shares ” means the common shares in the capital of the Corporation, par value $.001 per share and, where appropriate in the context, includes the Common Shares included in the Offered Securities;

(s)

“ Corporation ” means Oilsands Quest Inc.;

(t)

“ Corporation’s auditors ” means KPMG LLP, independent public auditors;

(u)

“ Corporation’s Counsel ” means Corporation’s Canadian Counsel, Corporation’s U.S. Counsel and Corporation’s U.S. Corporate Counsel;

(v)

“ Corporation’s Canadian Counsel ” means Macleod Dixon LLP or such other legal counsel as the Corporation, with the consent of the Agents, may appoint;

(w)

“ Corporation’s prior auditors ” means Pannell Kerr Forster, independent registered public accounting firm, Vancouver, British Columbia;

(x)

“ Corporation’s U.S. Corporate Counsel ” means Burns Figa & Will P.C., or such other legal counsel as the Corporation, with the consent of the Agents, may appoint;

(y)

“ Corporation’s U.S. Counsel ” means Paul, Weiss, Rifkind, Wharton & Garrison LLP or such other legal counsel as the Corporation, with the consent of the Agents, may appoint;

(z)

“ Decision Document ” means a decision document issued in accordance with the Prospectus Review Procedures;

(aa)

“ distribution ” means “ distribution ” or “ distribution to the public ”, as the case may be, as defined under the applicable Securities Laws and “ distribute ” has a corresponding meaning;

(bb)

“ Disclosure Package ” means, as of the Applicable Time and all considered together:

(iii)

the Issuer Free Writing Prospectuses, if any, identified in Schedule “A” hereto; and

(iv)

any other Free Writing Prospectus that the parties hereto shall expressly agree in writing to treat as part of the Disclosure Package.

(i)

the Form 10-K;

(ii)

the Forms 10-Q;

(iii)

the Forms 8-K; and

(iv)

the Corporation’s registration statement on Form 10-SB filed October 14, 1999, as amended by Forms 8-A filed on March 13, 2006 and August 23, 2006.

(i)

the audited annual consolidated financial statements of the Corporation as at and for the years ended April 30, 2008 and April 30, 2007, together with the report of the Corporation’s auditors thereon and the notes thereto;

(ii)

the unaudited interim comparative consolidated financial statements of the Corporation as at and for the three and nine month periods ended January 31, 2009 and January 31, 2008, together with the notes thereto;

(kk)

“ Free Writing Prospectus ” means any “free writing prospectus” as defined in Rule 405 of the Securities Act;

(ll)

“ Issuer Free Writing Prospectus ” means any “issuer free writing prospectus” as defined in Rule 433 of the Securities Act;

(mm)

“ Material Adverse Effect ” in respect of a person, means any effect, that is, or could reasonably be expected to be material and adverse to the condition (financial or otherwise), properties, assets, prospects, liabilities, obligations, cash flow, income or business operations of such person, taken as a whole;

(nn)

“ material change ”, “ material fact ” and “ misrepresentation ” shall have the meanings ascribed thereto under the applicable Securities Laws;

(oo)

“ Material Subsidiaries ” means Oilsands Quest Sask Inc. and any other Subsidiary of the Corporation, the total assets of which constitute more than 10% of the consolidated assets of the Corporation as at January 31, 2009 or the total revenues of which constitute more than 10% of the consolidated revenues of the Corporation as at January 31, 2009;

(pp)

“ McDaniel ” means McDaniel & Associates Consultants Ltd., independent petroleum consultants of Calgary, Alberta;

(qq)

“ McDaniel Reports ” means (i) the report of McDaniel dated June 23, 2008 with respect to an estimate of the discovered and undiscovered resources on portions of the Corporation’s Axe Lake discovery and Raven Ridge discovery as of April 30, 2008; and (ii) the report of McDaniel dated March 12, 2009 with respect to an estimate of the contingent resources on portions of the Corporation’s Axe Lake discovery and Raven Ridge discovery as of December 31, 2008;

(rr)

“ MJDS ” means the multi-jurisdictional disclosure system described in National Instrument 71-101 of the Canadian Securities Administrators, as amended;

(ss)

“ MRRS Procedures ” means the mutual reliance review system and procedures provided for by National Policy 43-201 of the Canadian Securities Administrators, as amended;

(tt)

“ Offered Securities ” means, collectively, the Prospectus Units and any Over-Allotment Option Securities;

(uu)

“ Prospectuses ” means, collectively, the Canadian Prospectus, the U.S. Prospectus and the U.S. Warrant Prospectus;

(vv)

“ Prospectus Review Procedures ” means the procedures for prospectus review in multiple jurisdictions provided for under National Policy 11-202, Process for Prospectus Review in Multiple Jurisdictions , of the Securities Commissions and Multilateral Instrument 11-202, Passport System , of the Securities Commissions (other than Ontario);

(ww)

“ Prospectus Supplements ” means the Canadian Prospectus Supplement and the U.S. Prospectus Supplement;

(xx)

“ Public Record ” means all information filed by or on behalf of the Corporation with the SEC and the Securities Commissions, including without limitation, the Documents, the Prospectuses, any Supplementary Material and any other information filed with the SEC or any Securities Commission in compliance, or intended compliance, with any applicable Securities Laws;

(yy)

“ Qualifying Provinces ” means each of the provinces of Canada other than Quebec;

(zz)

“ Registration Statement ” means the registration statement on Form S-3 (File no. 333-147200), which became automatically effective on the Effective Date, for the registration of Common Shares, warrants and/or units of the Corporation under the Securities Act, including the exhibits thereto and the documents incorporated by reference therein, as amended at the Effective Date;

(aaa)

“ SEC ” means the United States Securities and Exchange Commission;

(bbb)

“ SEC Rules and Regulations ” means the published rules and regulations of the SEC;

(ccc)

“ Securities Commissions ” means the securities commissions or similar regulatory authorities in the Qualifying Provinces;

(ddd)

“ Securities Laws ” means the Canadian Securities Laws and the U.S. Securities Laws;

(eee)

“ Selling Dealer Group ” means the dealers and brokers other than the Agents who participate in the offer and sale of the Offered Securities pursuant to this Agreement;

(fff)

“ Selling Jurisdictions ” means each of the provinces of Canada other than Québec and such other provinces and other foreign jurisdictions in which there are purchasers with respect to which the Agents shall have provided written notice to the Corporation not less than two Business Days prior to the Closing Date and which are acceptable to the Corporation, acting reasonably;

(ggg)

“ Subsidiary ” means a subsidiary within the meaning of the ASA;

(hhh)

“ Supplementary Material ” means, collectively, any amendment to a Prospectus, any amended or supplemented Prospectus or any ancillary material, information, evidence, return, report, application, statement or document which may be filed by or on behalf of the Corporation with the SEC or the Securities Commission under the applicable Securities Laws;

(iii)

“ Tax Act ” means the Income Tax Act (Canada) as amended and the regulations thereunder;

(jjj)

“ United States ” or “ U.S. ” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

(kkk)

“ U.S. Base Prospectus ” means the base prospectus included in the Registration Statement;

(lll)

“ U.S. Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended;

(mmm)

“ U.S. Preliminary Prospectus Supplement ” means the preliminary prospectus supplement relating to the Offered Securities provided to the Agents for purposes of marketing the Offered Securities in the United States and filed with the SEC pursuant to Rule 424(b) of the SEC Rules and Regulations;

(nnn)

“ U.S. Prospectus Supplement ” means the prospectus supplement relating to the Offered Securities to be filed with the SEC pursuant to Rule 424(b) of the SEC Rules and Regulations in accordance with section 3(b) hereof;

(ooo)

“ U.S. Prospectus ” means the U.S. Base Prospectus as supplemented by the U.S. Preliminary Prospectus Supplement until such time as the U.S. Prospectus Supplement is filed with the SEC, after which time “ U.S. Prospectus ” means the U.S. Base Prospectus as supplemented by the U.S. Prospectus Supplement;

(ppp)

“ U.S. Securities Act ” means the United States Securities Act of 1933, as amended;

(qqq)

“ U.S. Securities Laws ” means all of the applicable federal and state securities laws and regulations of the United States, including without limitation, the U.S. Securities Act, the U.S. Exchange Act and the respective rules and regulations of the SEC thereunder;

(rrr)

“ U.S. Warrant Prospectus ” means the U.S. Base Prospectus as supplemented by the U.S. Warrant Supplement;

(sss)

“ U.S. Warrant Supplement ” means the prospectus supplement relating to the issuance of the Warrant Shares upon exercise of the Warrants to be filed with the SEC pursuant to Rule 424(b) of the SEC Rules and Regulations in accordance with section 3(j) hereof; and

(ttt)

“ Warrant Indenture ” means the Indenture to be entered into between the Corporation and Computershare Trust Company of Canada, as indenture trustee, relating to the Warrants.

(a)

at the Closing Time, a fee equal to the amount of US$0.0425 (5%) for each Prospectus Unit sold;

(b)

at the Additional Closing Time, a fee of:

(a)

The Corporation represents and warrants to the Agents that:

offered for sale and sold to the public in the Qualifying Provinces through registrants who have complied with the relevant provisions of applicable Canadian Securities Laws.

(i)

when the U.S. Prospectus shall have been filed with the SEC pursuant to Rule 424(b) of the SEC Rules and Regulations;

(ii)

when the Canadian Prospectus has been filed with the Securities Commission pursuant to applicable Canadian Securities Laws;

(iii)

when, prior to the termination of the offering of the Offered Securities, any amendment to the Registration Statement or the Prospectuses shall have been filed or become effective or a Decision Document in respect of any such amendment had been issued, as the case may be;

(iv)

of any request by the SEC or its staff for any amendments of the Registration Statement or for any supplement to the U.S. Prospectus or any additional information;

(v)

of any request by any Securities Commission or any regulatory authority in Canada for any amendment or supplement to the Canadian Prospectus or any additional information;

(vi)

of the issuance by the SEC of any stop orders suspending the effectiveness of the Registration Statement or of any notice that would prevent its use, or the issuance by any Securities Commission or any other regulatory authority in Canada of any cease trading or similar order relating to the Offered Securities, or the institution or threatening of any proceeding for such purposes;

(vii)

of the receipt by the Corporation of any communication related to the Prospectuses, the offering of the Offered Securities or the listing of the Common Shares or the Warrants included in the Offered Securities on the Exchange; and

(viii)

of the receipt by the Corporation of any notification with respect to the suspension of the qualification of the Offered Securities for sale in any jurisdiction or the institution or threatening of any proceedings for such purpose.

(d)

The Corporation will use its best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection and, upon such issuance, occurrence or objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or prevention, including, if necessary, by filing an amendment to the Registration Statement or the Prospectuses or a new registration statement or prospectus or use its best efforts to have such amendment or new registration statement or prospectus declared effective or qualified as soon as practicable.

(e)

During the period of distribution of the Offered Securities, prior to the filing with any Securities Commissions or the SEC of any Supplementary Material or any documents incorporated by reference therein after the date hereof, the Corporation shall have allowed the Agents and the Agents’ Counsel to participate fully in the preparation of, and to approve the form of, such documents and to have reviewed any documents incorporated by reference therein.

(f)

During the period from the date hereof until completion of the distribution of the Offered Securities, the Corporation shall allow the Agents to conduct all due diligence which they may reasonably require in order to fulfill their obligations as Agents and in order to enable the Agents responsibly to execute the certificates required to be executed by them in the Prospectuses or in any Supplementary Material. Without limiting the generality of the foregoing, the Corporation shall make available its directors, senior management, current and former auditors, independent engineers, legal counsel and other experts to be available, to answer any questions which the Agents may have and to participate in one or more due diligence sessions to be held prior to the Closing Time (collectively, the “ Due Diligence Session ”). The Agents shall distribute a list of written questions to be answered in advance of such Due Diligence Session and the Corporation shall provide written responses to such questions and shall use its commercially reasonable efforts to have its current and former auditors, independent engineers, legal counsel and other experts provide written responses to such questions in advance of the Due Diligence Session.

(g)

The Corporation shall, in cooperation with the Agents, take such action as the Agents may reasonably request to qualify the Offered Securities for offering and sale under the applicable Securities Laws of such states of the United States as the Agents may designate and maintain such qualification in effect for so long as shall be necessary to effect the distribution of the Offered Securities as contemplated hereby; provided, however, that with respect to state securities law qualifications, the Corporation shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjected.

(h)

Until the distribution of the Offered Securities shall have been completed, the Corporation shall promptly take or cause to be taken all additional steps and proceedings that from time to time may be required under the Securities Laws to continue to qualify the Offered Securities for distribution in all of the Qualifying Provinces and to qualify the Offered Securities for distribution in the United States or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to again qualify the Offered Securities.

(i)

Unless the Corporation and the Lead Agents otherwise agree in writing, neither the Corporation nor any Agent has made and none of them will make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the SEC Rules and Regulations); provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses, if any, included in Schedule “A” hereto and in respect of any electronic roadshow furnished to the Agents prior to first use and not objected to by the Agents. Any such free writing prospectus consented to by the Agents or the Corporation is hereinafter referred to as a “ Permitted Free Writing Prospectus ”. The Corporation agrees that (i) it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it will comply with the requirements of Rules 164 and 433 of the SEC Rules and Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and recording keeping.

(j)

The Corporation shall file the U.S. Warrant Supplement with the SEC on or before the Closing Date.

(k)

For as long as any Warrants are outstanding the Corporation shall keep effective the Registration Statement, including the U.S. Warrant Supplement which registers the issuance of the Warrant Shares, or such other registration statement under the U.S. Securities Act that registers the issuance of the Warrant Shares and the Corporation shall make reasonable best efforts to keep such shelf registration statement continuously available for the issuance of Warrant Shares during such time.

(a)

prior to or contemporaneously with the execution of this Agreement:

(b)

as soon as they are available, copies of any Supplementary Material, signed as required by Securities Laws and including, in each case, copies of any documents incorporated by reference therein which have not been previously delivered to the Agents; and

(c)

at the time of the execution of this Agreement, a “comfort letter” from the Corporation’s auditors and the Corporation’s prior auditors, dated such date, addressed to the Agents and satisfactory in form and substance to the Agents and the Agents’ Counsel, acting reasonably, confirming that such firm is an “independent registered accounting firm” with respect to the Corporation and its Subsidiaries within the meaning of the U.S. Securities Act and the SEC Rules and Regulations and Public Company Accounting Oversight Board (United States) and “independent” with respect to the Corporation for the purposes of the ASA and to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information contained or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectuses with indicated amounts in the financial statements or accounting records of the Corporation and have found such information to be in agreement, which comfort letters shall be based on the applicable auditors’ review having a cut-off date of not more than two Business Days prior to the date of this Agreement.

(a)

The Corporation shall, as soon as possible but in any event not later than noon (local time at the place of delivery) on the Business Day following the date of the filing of the Canadian Prospectus Supplement and the U.S. Prospectus Supplement, with the Securities Commissions and no later than noon (local time) on the first Business Day after the execution of any Supplementary Material in connection with the Prospectuses, cause to be delivered to the Agents, without charge, commercial copies of the Prospectuses or such Supplementary Material in such numbers and in such cities as the Agents may reasonably request by oral or written instructions to the Corporation or the printer thereof given no later than the time when the Corporation authorizes the printing of the commercial copies of such documents.

(b)

The Corporation shall cause to be provided to the Agents such number of copies of any documents incorporated by reference in the Prospectuses or any Supplementary Materials as the Agents may reasonably request.

(a)

During the period of distribution of the Offered Securities, the Corporation will promptly inform the Agents in writing of the full particulars of:

accrued, contingent or otherwise), condition (financial or otherwise) or results of operations of the Corporation;

(ii)

any change in any material fact contained or referred to in the Registration Statement, the Disclosure Package and the Prospectuses or any Supplementary Material; and

(iii)

the occurrence or discovery of a material fact or event which, in any such case, is, or may be, of such a nature as to:

provided that if the Corporation is uncertain as to whether a material change, change, occurrence or event of the nature referred to in this section has occurred or been discovered, the Corporation shall promptly inform the Agents of the full particulars of the occurrence giving rise to the uncertainty and shall consult with the Agents as to whether the occurrence is of such nature.

(b)

During the period of distribution of the Offered Securities, the Corporation will promptly inform the Agents in writing of the full particulars of:

(c)

The Corporation will promptly comply to the reasonable satisfaction of the Agents and the Agents’ Counsel with applicable Securities Laws with respect to any material change, change, occurrence or event of the nature referred to in subsections 6(a) or 6(b) above and the Corporation will prepare and file promptly at the Agents’ request any amendment to the Disclosure Package, the Prospectuses, the Registration Statement or Supplementary Material as may be required under Securities Laws; provided that the Corporation shall have allowed the Agents and the Agents’ Counsel to participate fully in the preparation of any Supplementary Material, to have reviewed any other documents incorporated by reference therein and conduct all due diligence investigations which the Agents may reasonably require in order to fulfill their obligations as agents and in order to enable the Agents responsibly to execute the certificate required to be executed by them in, or in connection with, any Supplementary Material, such approval not to be unreasonably withheld and to be provided in a timely manner. The Corporation shall further promptly deliver to each of the Agents and the Agents’ Counsel a copy of each Supplementary Material as filed with the Securities Commissions, and of letters with respect to each such Supplementary Material substantially similar to those referred to in section 4 above.

(d)

During the period of distribution of the Offered Securities, the Corporation will promptly provide to the Agents, for review by the Agents and the Agents’ Counsel, prior to filing or issuance:

(a)

Each delivery of the Prospectuses, the Prospectus Supplements and any Supplementary Material pursuant to section 4 above shall constitute a representation and warranty to the Agents by the Corporation (and the Corporation hereby acknowledges that each of the Agents is relying on such representations and warranties in entering into this Agreement) that:

(A)

conform in all material respects to the requirements of the applicable Securities Laws, including without limitation the Securities Act and the SEC Rules and Regulations;

(B)

contain no misrepresentation;

(C)

did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and

(D)

constitute full, true and plain disclosure of all material facts relating to the Corporation and the Offered Securities;

(b)

In addition to the representations and warranties contained in subsection 7(a) hereof, the Corporation represents and warrants to the Agents, and acknowledges that each of the Agents is relying upon such representations and warranties in entering into this Agreement, that:

Technology Inc. (“ OQI Technology ”) and 1291329 Alberta Ltd. (“ 1291329 ”) and the only Material Subsidiary of the Corporation is OQI Sask and the Corporation is not “affiliated” (within the meaning of that term in the ASA) with any other entity, nor is it a partner of any partnerships (other than participating in industry partnerships in the ordinary course of business) or limited partnerships, and the Corporation has no material shareholdings in any other corporation or business organization;

(iii)

each of the Corporation and its Material Subsidiaries is qualified to carry on business under the laws of each jurisdiction where it carries on its business;

(iv)

the Corporation has full corporate capacity, power and authority to enter into this Agreement and the Warrant Indenture and to perform its obligations set out herein and therein (including, without limitation, to create, issue and sell the Offered Securities), and this Agreement is, and at the Closing Time the Warrant Indenture will have been, duly authorized, executed and delivered by the Corporation and will be valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their respective terms subject to laws relating to creditors’ rights generally and except as rights to indemnity may be limited by applicable law;

(v)

the sale and delivery of the Offered Securities by the Corporation:

lease, agreement or instrument binding or affecting any of them or any of its properties;

(A)

any permits, licenses, consents and approvals issued to the Corporation or the Subsidiary, as the case may be, or any agreement, indenture, lease, document or instrument to which the Corporation or the Subsidiary is a party or by which it is contractually bound, except for any breach or violations which would not have a Material Adverse Effect on the Corporation and its Subsidiaries (taken as a whole); or

(B)

any statute, regulation or rule applicable to the Corporation or any Subsidiary or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Corporation or any Subsidiary, except for any breach or violations which would not have a Material Adverse Effect on the Corporation and its Subsidiaries (taken as a whole);

other than as disclosed in the Registration Statement, the Disclosure Package, and the Prospectus;

(xi)

the Corporation is not in default or breach of, and the execution and delivery of, and the performance of and compliance with the terms of this Agreement, the Warrant Indenture or any of the transactions contemplated hereby or thereby by the Corporation, does not and will not result in any breach of or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, would result in a breach of or constitute a default under, any term or provision of the articles, by-laws or resolutions of shareholders or directors of the Corporation, or any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound, or any law, judgment, decree, order, statute, rule or regulation applicable to the Corporation, except for any breach or default which would not have a Material Adverse Effect on the Corporation and its Subsidiaries (taken as a whole) or would impair the ability of the Corporation to consummate the transactions contemplated hereby or to duly observe and perform its obligations contained in this Agreement or the Warrant Indenture;

(xii)

since April 30, 2008 there have been no facts, transactions, events or occurrences which, to the knowledge of the Corporation, could have a Material Adverse Effect on the Corporation and its Subsidiaries (taken as a whole) which have not be