Common use of Agent's Fee Clause in Contracts

Agent's Fee. 8.1 In consideration of the services performed by the Agent under this Agreement, the Issuer agrees to: (a) pay the Agent a commission of 3% of the gross proceeds from the sale of Units and FT Shares to investors on the President’s List and 7% of all other gross proceeds of the Offering (including any Units and FT Shares sold under the Over-Allotment Option), whether purchased by the Agent for its own account or for its clients or purchased by other members of the Selling Group for their own accounts or for their clients, payable in lawful Canadian currency (the “Agent’s Fee”); (b) issue to the Agent (or to members of the Selling Group as directed by the Agent) that number of Agent’s Warrants which is equal to 3% of the number of Units and FT Shares sold to investors on the President’s List and 7% of the number of all other Units and FT Shares sold (including any Units and FT Shares sold under the Over-Allotment Option); and (c) pay the Agent an advisory fee of $30,000. The advisory fee referred to in Section 8.1(c) is conditional upon the occurrence of the Closing. 8.2 In the event that Units and FT Shares are sold by members of the Selling Group, a portion of the Agent’s Fee and a portion of the Agent’s Warrants which relate to such sales shall be paid and delivered to the Selling Group at Closing as agreed to between the Agent and the members of the Selling Group. 8.3 An Agent Warrant will entitle the holder to purchase one Share. 8.4 The right to purchase Shares under the Agent’s Warrants may be exercised at any time up to the close of business 24 months from the date of issue of the Agent’s Warrant, at a price equal to the Offering Price. 8.5 The Agent’s Warrants will be represented by a certificate, and will be non-transferable except as permitted by the Applicable Legislation and any order granted by the Commissions. 8.6 The terms governing the Agent’s Warrants will include, among other things, provisions for the appropriate adjustment in the class, number and price of the Agent’s Warrant Shares upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Shares, the payment of stock dividends or the amalgamation of the Issuer. 8.7 The issue of the Agent’s Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights during the period within which the Agent’s Warrants are exercisable.

Agent's Fee. 8.1 5.1 In consideration of the services performed by the Agent under this Agreement, the Issuer agrees toto pay to the Agent on each Closing an Agent's Fee consisting of: (a) pay the Agent a commission of 3payment equal to 8% of the gross proceeds received by the Issuer from the sale of the Units on such Closing, which shall be paid as to one-half in cash and FT Shares as to investors on the President’s List and 7% other half in the form of all other gross proceeds of the Offering (including any Units and FT Shares sold under the Over-Allotment Option), whether purchased by the Agent for its own account or for its clients or purchased by other members of the Selling Group for their own accounts or for their clients, payable in lawful Canadian currency (the “Agent’s Fee”);'s Units; and (b) issue to the Agent (or to members of the Selling Group as directed by the Agent) that number of Agent’s 's Warrants which is equal to 320% of the number of Units and FT Shares sold to investors on the President’s List and 7% of the number of all other Units and FT Shares sold (including any Units and FT Shares sold under the Over-Allotment Option); and (c) pay the Agent an advisory fee of $30,000. The advisory fee referred to in Section 8.1(c) is conditional upon the occurrence of the such Closing. 8.2 In the event that Units and FT Shares are sold by members of the Selling Group, a 5.2 The cash portion of the Agent’s 's Fee and a portion will be paid in lawful Canadian currency. 5.3 As provided for in subsection 5.1(a), one-half of the Agent’s Warrants which relate to such sales 's Fee shall be paid by the issuance of Agent's Units at a deemed price of $0.70 per Agent's Unit. 5.4 Each Agent's Unit will consist of one Agent's Share and delivered to one-half of one Warrant and the Selling Group at Closing as agreed to between Agent's Shares and Warrants comprising the Agent's Units will be registered in the name of the Agent and or such other party or parties as the members of the Selling GroupAgent may reasonably request. 8.3 An Agent Warrant will entitle the holder to purchase one Share. 8.4 5.5 The right to purchase Shares an Agent's Warrant Share under the an Agent’s Warrants 's Warrant may be exercised at any time up to until the close of business 24 on the day which is 12 months from the date such Agent's Warrant was issued to the holder. 5.6 One whole Agent's Warrant will entitle the holder, on exercise, to purchase one Agent's Warrant Share at a price of issue $0.80 per Agent's Warrant Share during the exercise period of the Agent’s 's Warrant, at a price equal to the Offering Price. 8.5 5.7 The Agent’s 's Warrants will be represented by a certificate, and will be non-transferable except as permitted by the Applicable Legislation and any order granted by the Commissionsany Commission having jurisdiction. 8.6 5.8 The terms governing certificates representing the Agent’s 's Warrants will includewill, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent’s 's Warrant Shares issued upon exercise of the Agent's Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the SharesIssuer's common shares, the payment of stock dividends or and the amalgamation of the Issuer. 8.7 5.9 The issue of the Agent’s 's Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights rights, during the period within which the Agent’s 's Warrants are exercisablemay be exercised. 5.10 The Issuer will also pay the Agent, on First Closing of the Private Placement or termination of this Agreement, the Administration Fee of $5,000.

Agent's Fee. 8.1 5.1 In consideration of the services performed by the Agent under this Agreement, the Issuer agrees toto pay to the Agent on each Closing an Agent's Fee consisting of: (a) pay the Agent a commission of 3cash payment equal to 8% of the gross proceeds received by the Issuer from the sale of the Units and FT Shares to investors on the President’s List and 7% of all other gross proceeds of the Offering (including any Units and FT Shares sold under the Over-Allotment Option)such Closing, whether purchased by provided that the Agent for its own account or for its clients or purchased may elect (by other members notice in writing delivered to the Issuer prior to such Closing) to receive up to one-half of the Selling Group for their own accounts or for their clients, payable such fee in lawful Canadian currency (the “Agent’s Fee”);'s Units; and (b) issue to the Agent (or to members of the Selling Group as directed by the Agent) that number of Agent’s 's Warrants which is equal to 320% of the number of Units and FT Shares sold to investors on the President’s List and 7% of the number of all other Units and FT Shares sold (including any Units and FT Shares sold under the Over-Allotment Option); and (c) pay the Agent an advisory fee of $30,000. The advisory fee referred to in Section 8.1(c) is conditional upon the occurrence of the such Closing. 8.2 In the event that Units and FT Shares are sold by members 5.2 The cash portion of the Selling GroupAgent's Fee will be paid in lawful Canadian currency. 5.3 As provided for in subsection 5.1(a), a portion of the Agent’s 's Fee and a portion may, at the option of the Agent’s Warrants which relate to such sales shall , be paid by the issuance of Agent's Units at a deemed price of $0.45 per Agent's Unit. 5.4 Each Agent's Unit will consist of one Agent's Share and delivered to one-half of one Warrant and the Selling Group at Closing as agreed to between Agent's Shares and Warrants comprising the Agent's Units will be registered in the name of the Agent and or such other party or parties as the members of the Selling GroupAgent may reasonably request. 8.3 An Agent Warrant will entitle the holder to purchase one Share. 8.4 5.5 The right to purchase Shares an Agent's Warrant Share under the an Agent’s Warrants 's Warrant may be exercised at any time up to until the close of business 24 on the day which is 18 months from the date such Agent's Warrant was issued to the holder. 5.6 One whole Agent's Warrant will entitle the holder, on exercise, to purchase one Agent's Warrant Share at a price of issue $0.55 per Agent's Warrant Share during the exercise period of the Agent’s 's Warrant, at a price equal to the Offering Price. 8.5 5.7 The Agent’s 's Warrants will be represented by a certificate, and will be non-transferable except as permitted by the Applicable Legislation and any order granted by the Commissionsany Commission having jurisdiction. 8.6 5.8 The terms governing certificates representing the Agent’s 's Warrants will includewill, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent’s 's Warrant Shares issued upon exercise of the Agent's Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the SharesIssuer's common shares, the payment of stock dividends or and the amalgamation of the Issuer. 8.7 5.9 The issue of the Agent’s 's Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights rights, during the period within which the Agent’s 's Warrants are exercisablemay be exercised. 5.10 The Issuer will also pay the Agent, on First Closing of the Private Placement or termination of this Agreement, the Administration Fee of $4,000.

Agent's Fee. 8.1 4.1 In consideration of for their services in connection with the services performed by the Agent under this AgreementOffering, the Issuer Corporation agrees to: (a) to pay the Agent a commission of 3cash fee equal to 8.0% of the gross proceeds of the Offering from the sale of Units and FT Shares to investors subscriptions from persons not listed on the President’s List and 7% of all other gross proceeds of the Offering (including any Units and FT Shares sold under the Over-Allotment Option), whether purchased by the Agent for its own account or for its clients or purchased by other members of the Selling Group for their own accounts or for their clients, payable in lawful Canadian currency (the “Agent’s Fee”); (b) issue plus earned interest on the amount of the Agent’s Fee held in escrow payable to the Agent (or on the Escrow Release Date from the Escrowed Funds pursuant to members of the Selling Group as directed by Subscription Receipt Agreement. 4.2 In addition to the Agent) ’s Fee, the Corporation also agrees to issue and deliver to the Agent on the Escrow Release Date certificates representing that number of Agent’s Warrants which is Warrants, being equal to 38.0% of the number of Units and FT Shares Offered Subscription Receipts sold to investors under the Offering from subscriptions from persons not listed on the President’s List and 7% of List. Such Warrants will be exercisable up to 36 months from the number of all other Units and FT Shares sold (including any Units and FT Shares sold under Escrow Release Date at the Over-Allotment Option); and (c) pay the Agent an advisory fee exercise price of $30,000. The advisory fee referred to in Section 8.1(c) is conditional upon the occurrence of the Closing0.25 per Agent’s Warrant Share. 8.2 In 4.3 The Corporation covenants that the event that Units and FT Shares are sold by members of the Selling Group, a portion of the Agent’s Fee and a portion of certificates representing the Agent’s Warrants which relate to such sales shall be paid and delivered to the Selling Group at Closing as agreed to between the Agent and the members of the Selling Group. 8.3 An Agent Warrant will entitle the holder to purchase one Share. 8.4 The right to purchase Shares under the Agent’s Warrants may be exercised at any time up to the close of business 24 months from the date of issue of the Agent’s Warrant, at a price equal to the Offering Price. 8.5 The Agent’s Warrants will be represented by a certificate, and will be non-transferable except as permitted by the Applicable Legislation and any order granted by the Commissions. 8.6 The terms governing the Agent’s Warrants will includewill, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent’s Warrant Shares issued upon exercise of the Agent’s Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Shares, common shares and the payment of stock dividends or the amalgamation dividends. 4.4 In payment of the IssuerCorporate Finance Fee, the Corporation agrees to pay the Agent the Corporate Finance Cash Fee plus earned interest on the amount of the Corporate Finance Cash Fee held in escrow payable to the Agent on the Escrow Release Date from the Escrowed Funds pursuant to the Subscription Receipt Agreement. The Corporation also agrees to issue and deliver to the Agent on the Escrow Release Date, the certificates representing the Corporate Finance Shares and 60,000 additional Agent’s Warrants. The Agent’s Warrants issued in payment of the Corporate Finance Fee will have same terms as described in section 4.2. 8.7 The issue 4.5 For greater certainty, the services provided by the Agent in connection herewith will not be subject to the Goods and Services Tax or Harmonized Sales Tax (“GST”) provided for in the Excise Tax Act (Canada) and taxable supplies provided will be incidental to the exempt financial services provided. However, in the event that the Canada Revenue Agency determines that GST provided for in the Excise Tax Act (Canada) is exigible on the Agent’s Fee or Corporate Finance Fee, the Corporation agrees to pay the amount of GST forthwith upon the request of any of the Agent’s Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights during the period within which the Agent’s Warrants are exercisable.

Agent's Fee. 8.1 7.1 In consideration of the services performed by the Agent under this Agreement, the Issuer agrees toto pay to the Agent on Closing an Agent's Fee consisting of: (a) pay the Agent a commission of 3equal to 10% of the gross proceeds received by the Issuer from the sale of the Units, one-half of which will be paid in cash and one-half of which will be paid in cash or Agent's Units, at the election of the Agent; and (b) that number of Agent's Warrants which is equal to 20% of the number of Units sold on such Closing. 7.2 Each Agent's Unit will consist of one Agent's Share and FT Shares one Agents' Warrant. 7.3 Each Agent's Warrant will entitle the holder, on exercise, to investors purchase one Agent's Warrant Share at a price of $0. 65 per Agent's Warrant Share. 7.4 The right to purchase an Agent's Warrant Share under an Agent's Warrant may be exercised at any time until the close of business on the President’s List and 7% of all other gross proceeds of day which is one year from the Offering (including any Units and FT Shares sold under date such Agent's Warrant was issued to the Over-Allotment Option), whether purchased holder. 7.5 The Issuer agrees to pay a Corporate Finance Fee to the Agent by the Agent for its own account or for its clients or purchased issuance of 250, 000 Corporate Finance Shares on the Closing and by other members the cash payment of the Selling Group for their own accounts or for their clients$30, payable in lawful Canadian currency 000 as follows: (the “Agent’s Fee”a) as to $15, 000 on August 26, 2003 (paid); (b) issue as to the Agent (or to members $7, 500 upon filing of the Selling Group as directed by the Agent) that number of Agent’s Warrants which is equal to 3% of the number of Units and FT Shares sold to investors on the President’s List and 7% of the number of all other Units and FT Shares sold (including any Units and FT Shares sold under the Over-Allotment Option)preliminary Prospectus; and (c) pay the Agent an advisory fee of as to $30,000. The advisory fee referred to in Section 8.1(c) is conditional upon the occurrence of 7, 500 on the Closing. 8.2 In the event that Units and FT Shares are sold by members of the Selling Group, a portion of the Agent’s Fee and a portion of the Agent’s Warrants which relate to such sales shall be paid and delivered to the Selling Group at Closing as agreed to between the Agent and the members of the Selling Group. 8.3 An Agent Warrant will entitle the holder to purchase one Share. 8.4 The right to purchase Shares under the Agent’s Warrants may be exercised at any time up to the close of business 24 months from the date of issue of the Agent’s Warrant, at a price equal to the Offering Price. 8.5 7.6 The Agent’s 's Warrants will be represented by a certificatecertificates, and will be non-transferable except as permitted by the Applicable Legislation and any order granted by the Commissions. 8.6 7.7 The terms governing the Agent’s 's Warrants will include, among other things, provisions for the appropriate adjustment in the class, number and price of the Agent’s 's Warrant Shares upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Sharesshares, the payment of stock dividends or the amalgamation of the Issuer. 8.7 The issue of 7.8 In the event the Agent is willing to proceed with the Distribution but the Issuer precludes the Agent from completing the Distribution, notwithstanding anything else in this Agreement, the Corporate Finance Fee shall be payable to the Agent’s Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights during the period within which the Agent’s Warrants are exercisable.

Agent's Fee. 8.1 5.1 In consideration of the services performed by the Agent Agents under this Agreement, the Issuer agrees to: (a) to pay to the Agent a commission Agents on each Closing an Agents’ Fee consisting of 37% of the gross proceeds received by the Issuer from the sale of the Units and FT Shares to investors on the President’s List and 7% of all other gross proceeds of the Offering (including any Units and FT Shares sold under the Over-Allotment Option), whether purchased by the Agent for its own account or for its clients or purchased by other members of the Selling Group for their own accounts or for their clients, payable such Closing. 5.2 The Agents’ Fee will be paid in lawful Canadian currency (the “Agent’s Fee”);currency. (b) 5.3 The Issuer shall also issue at each Closing Agents’ Warrants equal in number to the Agent (or to members of the Selling Group as directed by the Agent) that number of Agent’s Warrants which is equal to 310% of the number of Units and FT Shares sold to investors issued on such Closing. The Agents’ Warrants will be registered in the President’s List and 7% name of the number of all Agents or such other Units and FT Shares sold (including any Units and FT Shares sold under party or parties as the Over-Allotment Option); and (c) pay the Agent an advisory fee of $30,000. The advisory fee referred to in Section 8.1(c) is conditional upon the occurrence of the ClosingAgents may reasonably request. 8.2 In the event that Units and FT Shares are sold by members of the Selling Group, a portion of the Agent’s Fee and a portion of the Agent’s Warrants which relate to such sales shall be paid and delivered to the Selling Group at Closing as agreed to between the Agent and the members of the Selling Group. 8.3 An Agent Warrant will entitle the holder to purchase one Share. 8.4 5.4 The right to purchase Shares an Agents’ Warrant Share under the Agent’s Warrants an Agents’ Warrant may be exercised at any time up to until the close of business on the day which is 24 months from the date of issue of such Agents’ Warrant was issued to the Agent’s Warrantholder. 5.5 One Agents’ Warrant will entitle the holder, on exercise, to purchase one Agents’ Warrant Share at a price equal to the Offering Priceof $0.75 per Agents’ Warrant Share. 8.5 5.6 The Agent’s Agents’ Warrants will be represented by a certificate, and will be non-transferable except as permitted by the Applicable Legislation and any order granted by the CommissionsCommission. 8.6 5.7 The terms governing certificates representing the Agent’s Agents’ Warrants will includewill, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent’s Agents’ Warrant Shares issued upon exercise of the Agents’ Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the SharesIssuer’s common shares, the payment of stock dividends or and the amalgamation of the Issuer. 8.7 5.8 The issue of the Agent’s Agents’ Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights rights, during the period within which the Agent’s Agents’ Warrants may be exercised. 5.9 The Issuer agrees not to place a U.S. securities law restrictive legend on the certificates representing the Agents’ Warrants or, provided that the Agents’ Warrants are exercisableexercised by the Agents outside the United States and not by or on behalf of a U.S. Person, at a time that the Issuer is a Foreign Private Issuer, the Agents’ Warrant Shares. The certificates representing the Agents’ Warrants will, however, provide that the Agents’ Warrants may not be exercised in the United States on by or on behalf of a U.S. Person except pursuant to registration under the U.S. Securities Act or an exemption therefrom. 5.10 In connection with the Private Placement, the Issuer shall also pay a Corporate Finance Fee of $12,500, plus GST, to Pacific at the first Closing.

Agent's Fee. 8.1 4.1 In consideration of the services performed by the Agent under this AgreementAgreement in respect of the Private Placement, the Issuer agrees toto pay to the Agent on Closing an Agent’s Fee consisting of: (a) pay the Agent a commission of 3cash payment equal to 4.0% of the gross proceeds received by the Issuer from the sale of Units and FT Shares to investors the Notes on the President’s List and 7% of all other gross proceeds of the Offering (including any Units and FT Shares sold under the Over-Allotment Option), whether purchased by the Agent for its own account or for its clients or purchased by other members of the Selling Group for their own accounts or for their clients, payable in lawful Canadian currency (the “Agent’s Fee”);such Closing; and (b) issue to the Agent (or to members of the Selling Group as directed by the Agent) that number of Agent’s Common Share Purchase Warrants which is equal to 34.0% of the number of Units and FT Note Shares sold to investors on the President’s List and 7% an as-converted basis (and, for greater certainty, assuming a conversion price of US$6.00 per share), calculated based on the number of all other Units and FT Shares sold Notes issued at such Closing. 4.2 One Agent’s Common Share Purchase Warrant will entitle the holder, on exercise, to purchase one Agent’s Warrant Share, at a price of US$6.00 per Agent’s Warrant Share until the close of business on the day which is three (including any Units and FT Shares sold under the Over-Allotment Option); and (c3) pay the Agent an advisory fee of $30,000. The advisory fee referred to in Section 8.1(c) is conditional upon the occurrence of years following the Closing. 8.2 In the event that Units and FT Shares are sold by members of the Selling Group, a portion of the Agent’s Fee and a portion of the Agent’s Warrants which relate to such sales shall be paid and delivered to the Selling Group at Closing as agreed to between the Agent and the members of the Selling Group. 8.3 An Agent Warrant will entitle the holder to purchase one Share. 8.4 The right to purchase Shares under the Agent’s Warrants may be exercised at any time up to the close of business 24 months from the date of issue of the Agent’s Warrant, at a price equal to the Offering Price. 8.5 4.3 The Agent’s Common Share Purchase Warrants will be represented by a certificate, and will be non-transferable except as permitted by the Applicable Legislation and any order granted by the Commissionstransferable. 8.6 4.4 The terms governing certificates representing the Agent’s Common Share Purchase Warrants will includewill, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent’s Warrant Shares issuable upon exercise of the Agent’s Common Share Purchase Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Common Shares, the payment of stock dividends or and the amalgamation of the Issuer. 8.7 4.5 The issue Agent acknowledges that none of the Agent’s Common Share Purchase Warrants and Agent’s Warrant Shares have been or will not restrict be registered under the U.S. Securities Act or prevent the Issuer from obtaining securities laws of any other financing, or from issuing additional securities or rights during state of the period within which United States. The Agent represents and warrants and covenants as follows to the Issuer: the Agent is an “accredited investor” as such term is defined in Regulation D and is acquiring the Agent’s Common Share Purchase Warrants are exercisableas principal for its own account and not for the benefit of any other person.

Agent's Fee. 8.1 4.1 In consideration of the services performed by the Agent under this Agreement, the Issuer agrees toto pay to the Agent on each Closing an Agent's Fee consisting of: (a) pay the Agent a commission of 3cash payment equal to 10% of the gross proceeds received by the Issuer from the sale of Units and FT the Shares to investors on the President’s List and 7% of all other gross proceeds of the Offering (including any Units and FT Shares sold under the Over-Allotment Option), whether purchased by the Agent for its own account or for its clients or purchased by other members of the Selling Group for their own accounts or for their clients, such Closing payable in lawful Canadian currency (money of the “Agent’s Fee”);United States; and (b) issue to the Agent (or to members of the Selling Group as directed by the Agent) that number of Agent’s 's Warrants which is equal to 310% of the number of Units and FT Shares sold to investors on the President’s List and 7% of the number of all other Units and FT Shares sold (including any Units and FT Shares sold under the Over-Allotment Option); and (c) pay the Agent an advisory fee of $30,000. The advisory fee referred to in Section 8.1(c) is conditional upon the occurrence of the such Closing. 8.2 In the event that Units and FT Shares are sold by members of the Selling Group, a portion of the 4.2 Each Agent’s Fee and a portion of the Agent’s Warrants which relate to such sales shall be paid and delivered to the Selling Group at Closing as agreed to between the Agent and the members of the Selling Group. 8.3 An Agent 's Warrant will entitle the holder holder, on exercise, to purchase one Share. 8.4 The right to purchase Shares under the Agent’s Warrants may be exercised at any time up to the close of business 24 months from the date of issue of the Agent’s Warrant, 's Warrant Share at a price equal to the Offering Priceof USD 0.25 per Agent's Warrant Share for a period of 24 months. 8.5 4.3 The Agent’s 's Warrants will be represented by a certificate, and will be non-transferable except as permitted by the Applicable Legislation and any order granted by the CommissionsRegulatory Authorities. 8.6 4.4 The terms governing certificates representing the Agent’s 's Warrants will includewill, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent’s 's Warrant Shares issued upon exercise of the Agent's Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the SharesIssuer's common shares, the payment of stock dividends or and the amalgamation of the Issuer. 8.7 4.5 The issue of the Agent’s 's Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights rights, during the period within which the Agent’s 's Warrants are exercisablemay be exercised. 4.6 In consideration for the Agent's fiscal advisory services consisting of working with the Issuer to advance its business objectives and providing financial advisory and investment banking services, the Issuer will pay the Agent USD 5,000 per month for a period of 6 months following the First Closing payable in the aggregate upon the earlier of the First Closing and the date of termination of this Agreement (the "Fiscal Advisory Fee"). 4.7 The Agent has received from the Issuer a non-refundable advance in the amount of USD 110,000 which is an advance against the cash portion of the Agent's Fee. The Issuer agrees that the Agent will use this advance against payment of the Agent's Fee upon any Closing but that, should there not be a Closing of this Offering, the Agent will not refund this advance to the Issuer.

Agent's Fee. 8.1 9.1 In consideration of the services performed by the Agent Agents under this Agreement, the Issuer agrees to: (a) pay the Agent Agents a commission of 37.5% of the gross proceeds from Offering Price per Unit sold, including Units sold pursuant to the sale of Agents’ Option, the BVF Participation Right and previously unissued Units and FT Shares sold pursuant to investors on the President’s List and 7% of all other gross proceeds of the Offering (including any Units and FT Shares sold under the Over-Allotment Option), Option whether purchased by the Agent Agents for its their own account or for its their clients or purchased by other members of the Selling Group for their own accounts or for their clients, payable in lawful Canadian currency (the “Agent’s Fee”);currency; and (b) issue Agents’ Warrants to the Agent (Agents or to members of the Selling Group its selling group as directed by the Agent) that number of Agents entitling the Agents to purchase Agent’s Warrants which is Warrant Shares equal to 37.5% of the number of Units sold, including Units sold pursuant to the Agents’ Option, the BVF Participation Right and FT Shares including previously unissued Units sold pursuant to investors on the President’s List and 7% of the number of all other Units and FT Shares sold (including any Units and FT Shares sold under the Over-Allotment Option); and (c) pay the Agent an advisory fee of $30,000. The advisory fee referred to in Section 8.1(c) is conditional upon the occurrence of the Closing. 8.2 In the event that Units and FT Shares are sold by members of the Selling Group, a portion of the Agent’s Fee and a portion of the Agent’s Warrants which relate to such sales shall be paid and delivered to the Selling Group at Closing as agreed to between the Agent and the members of the Selling Group. 8.3 An Agent 9.2 One Agents’ Warrant will entitle the holder to purchase one Sharecommon share of the Issuer. 8.4 9.3 The right to purchase Agents’ Warrant Shares under the Agent’s Agents’ Warrants may be exercised at any time anytime up to the close of business 24 months three years from the date of issue of the Agent’s Warrant, Closing Day at a price equal to the Offering Priceof $0.45 per Agents’ Warrant. 8.5 9.4 The Agent’s Agents’ Warrants will be represented by a certificate, certificates and will be non-transferable except as permitted by the Applicable Legislation and any order granted by the Commissions. 8.6 The terms governing the Agent’s Agents’ Warrants will include, among other things, provisions for the appropriate adjustment in the class, number and price of the Agent’s Agents’ Warrant Shares upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Sharesshares, the payment of stock dividends or the amalgamation of the Issuer. 8.7 9.5 The issue of the Agent’s Agents’ Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights rights, whether during the period within which the Agent’s Agents’ Warrants are exercisableexercisable or otherwise. 9.6 The Agents acknowledge and agree that the Agents’ Warrants and Agents’ Warrant Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold in the United States unless an exemption from registration is available, and no Agent shall offer, sell or transfer Agents’ Warrants or Agents’ Warrant Shares except outside the United States in compliance with Rule 903 or Rule 904 of Regulation S (if available) or within the United States in compliance with an exemption from registration under the U.S. Securities Act and applicable state securities laws.

Agent's Fee. 8.1 5.1 In consideration of the services performed by the Agent under this AgreementAgreement in respect of the Private Placement, the Issuer agrees toto pay to the Agent on Closing an Agent’s Fee consisting of: (a) pay the Agent a commission of 3cash payment equal to 8.0% of the gross proceeds received by the Issuer from the sale of the Units on such Closing other than from Insiders of the Issuer where the Agent will be paid a cash payment equal to 8.0% of the gross proceeds received by the Issuer from the sale of Units and FT Shares to investors on the President’s List and 7% Insiders in excess of all other gross proceeds of the Offering (including any Units and FT Shares sold under the Over-Allotment Option), whether purchased by the Agent for its own account or for its clients or purchased by other members of the Selling Group for their own accounts or for their clients, payable in lawful Canadian currency (the “Agent’s Fee”);8,350,000 Units; and (b) issue to the Agent (or to members of the Selling Group as directed by the Agent) that number of Agent’s Common Share Purchase Warrants which is equal to 35% of the number of Units and FT Shares sold on such Closing other than from Insiders of the Issuer where the Agent will be issued that number of Agent’s Common Share Purchase Warrants which is equal to investors on the President’s List and 75% of the number of all other Units and FT Shares sold (including any Units and FT Shares sold under the Over-Allotment Option); and (c) pay the Agent an advisory fee to Insiders in excess of $30,000. The advisory fee referred to in Section 8.1(c) is conditional upon the occurrence of the Closing8,350,000 Units. 8.2 In the event that Units and FT Shares are sold by members of the Selling Group, a portion of the 5.2 One Agent’s Fee and a portion of the Agent’s Warrants which relate to such sales shall be paid and delivered to the Selling Group at Closing as agreed to between the Agent and the members of the Selling Group. 8.3 An Agent Common Share Purchase Warrant will entitle the holder holder, on exercise, to purchase one Share. 8.4 The right to purchase Shares under the Agent’s Warrants may be exercised Warrant Share, at any time up to a price of CDN$0.35 per Agent’s Warrant Share until the close of business 24 on the day which is 36 months from the date of issue of the Agent’s Warrant, at a price equal to the Offering Pricefollowing Closing. 8.5 5.3 The Agent’s Common Share Purchase Warrants will be represented by a certificate, and will be non-transferable except as permitted by the Applicable Legislation and any order granted by the Commissionstransferable. 8.6 5.4 The terms governing certificates representing the Agent’s Common Share Purchase Warrants will includewill, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent’s Warrant Shares issued upon exercise of the Agent’s Common Share Purchase Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Common Shares, the payment of stock dividends or and the amalgamation of the Issuer. 8.7 5.5 The issue Agent acknowledges that none of the Agent’s Common Share Purchase Warrants and Agent’s Warrant Shares have been or will not restrict be registered under the U.S. Securities Act or prevent the securities laws of any state of the United States. The Agent represents and warrants and covenants as follows to the Issuer from obtaining any other financing, or from issuing additional securities or rights during that the period within which Agent is an Institutional Accredited Investor and is acquiring the Agent’s Common Share Purchase Warrants are exercisableas principal for its own account and not for the benefit of any other person.

Agent's Fee. 8.1 7.1 In consideration of the services performed by the Agent under this Agreement, the Issuer agrees to: (a) to pay the Agent a commission of 310% of the gross proceeds from the sale of Units and FT Shares to investors on the President’s List and 7% of all other gross proceeds of the Offering (including any Units and FT Shares sold under the Over-Allotment Option)Price per Share sold, whether purchased by the Agent for its own account or for its clients or purchased by other members of the Selling Group Exchange for their own accounts or for their clients, payable in lawful Canadian currency clients (the “Agent’s FeeCommission”);. (b) 7.2 In consideration for acting as Agent, the Issuer will issue Agent’s Warrants to the Agent (or to members of the Selling Group its selling group as directed by the Agent entitling the Agent to purchase up to 300,000 Agent) that number of ’s Warrant Shares. The Agent’s Warrants which is equal to 3% of the number of Units will be non-transferable and FT Shares sold to investors on the President’s List and 7% of the number of all other Units and FT Shares sold (including any Units and FT Shares sold under the Over-Allotment Option); and (c) pay the Agent an advisory fee of $30,000. The advisory fee referred to in Section 8.1(c) is conditional upon the occurrence of the Closing. 8.2 In the event that Units and FT Shares are sold by members of the Selling Group, a portion of the one Agent’s Fee and a portion of the Agent’s Warrants which relate to such sales shall be paid and delivered to the Selling Group at Closing as agreed to between the Agent and the members of the Selling Group. 8.3 An Agent Warrant will entitle the holder to purchase one Share. 8.4 common share of the Issuer. The right to purchase Agent’s Warrant Shares under the Agent’s Warrants may be exercised at any time up to the close of business 24 months from the date of issue of the Agent’s Warrant, Approval Date at a price equal to the Offering Price. 8.5 The , provided that no more than 50% of the aggregate number of Agent’s Warrant Shares which may be acquired by the Agent on exercise of the Agent’s Warrants will be represented by a certificate, and will be non-transferable except as permitted sold by the Applicable Legislation and any order granted by Agent prior to completion of the Commissions. 8.6 Qualifying Transaction. The terms governing the Agent’s Warrants will include, among other things, provisions for the appropriate adjustment in the class, number and price of the Agent’s Warrant Shares upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the SharesIssuer’s common shares, the payment of stock dividends or the amalgamation of the Issuer. 8.7 . The issue of the Agent’s Warrants will not restrict or prevent the Issuer from obtaining any other financing, or nor from issuing additional securities or rights during the period within which the Agent’s Warrants are exercisable. 7.3 In consideration of the Agent’s services in connection with the coordination and review of the Offering and the Prospectus, the Issuer will pay the Agent, on completion or cancellation of the Offering, the Administration Fee of $10,000. The Issuer’s obligation to pay the Administration Fee shall survive the termination of this agreement.

Agent's Fee. 8.1 In 3.1 Subject to Closing and in consideration of the services performed rendered and to be rendered by the Agent under this Agreementin connection with the Offering (including for greater certainty, any additional FT Units issued in connection with the exercise of the Agent’s Option), the Issuer agrees to: (a) to pay to the Agent a at the Closing Time an aggregate cash commission of 3% of the gross proceeds from the sale of Units and FT Shares to investors on the President’s List and 7% of all other gross proceeds of the Offering (including any Units and FT Shares sold under the Over-Allotment Option), whether purchased by the Agent for its own account or for its clients or purchased by other members of the Selling Group for their own accounts or for their clients, payable in lawful Canadian currency (the “Agent’s Fee”);) equal to 6.0% of the gross proceeds received by the Issuer from the sale of FT Units under the Offering that are settled electronically pursuant to the non-certificated issue system maintained by CDS. The Agent’s Fee and Agent’s Expenses will be withheld from the gross proceeds of the Offering.‌ (b) 3.2 In addition to the Agent’s Fee, as additional consideration for the performance of its obligations hereunder, the Issuer shall issue to the Agent, non-transferable compensation warrants (the “Compensation Warrant”) entitling the Agent (or to members of purchase, in the Selling Group as directed by the Agent) aggregate, that number of Agent’s Warrants which Common Shares as is equal to 36.0% of the number of FT Units and FT Shares sold pursuant to investors the Offering which are settled electronically pursuant to the non-certificated issue system maintained by CDS, which Compensation Warrants will be issuable on the President’s List and 7% Closing Date. Each Compensation Warrant shall be exercisable for one Common Share at any time until the date that is 36 months following the Closing Date at a price per Compensation Warrant equal to $0.23 (subject to customary adjustments).‌ 3.3 Subject to the prior approval of the number of all other Units and FT Shares sold (including any Units and FT Shares sold under the Over-Allotment Option); and (c) pay Company, the Agent an advisory fee may retain one or more registered securities brokers or investment dealers (each a “Selling Firm”) to act as selling agent in connection with the sale of $30,000the FT Units but the compensation payable to such Selling Firm shall be the sole responsibility of the Agent, and only as permitted by and in compliance with all applicable Securities Laws and the Agent will require each such Selling Firm to so agree. 3.4 The services provided by the Agent in connection with the Offering will not be subject to Harmonized Sales Tax (“HST”) provided for in the Excise Tax Act (Canada) and taxable supplies will be incidental to the exempt financial services provided. The advisory fee referred to However, in Section 8.1(cthe event the Canada Revenue Agency determines that HST provided for in the Excise Tax Act (Canada) is conditional upon the occurrence of the Closing. 8.2 In the event that Units and FT Shares are sold by members of the Selling Group, a portion of exigible on the Agent’s Fee and a portion the‌ Compensation Warrants, the Issuer agrees to pay the amount of HST so assessed forthwith upon the request of the Agent’s Warrants which relate to such sales shall be paid and delivered to the Selling Group at Closing as agreed to between . 3.5 For greater certainty, the Agent and will not receive any compensation for the members sale of the Selling Group. 8.3 An Agent Warrant will entitle the holder to purchase one Share. 8.4 The right to purchase Shares FT Units under the Agent’s Warrants may be exercised at any time up to the close of business 24 months from the date of issue of the Agent’s Warrant, at a price equal to the Offering Price. 8.5 The Agent’s Warrants will be represented by a certificate, and will be non-transferable except as permitted by the Applicable Legislation and any order granted by the Commissions. 8.6 The terms governing the Agent’s Warrants will include, among other things, provisions for the appropriate adjustment in the class, number and price of the Agent’s Warrant Shares upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Shares, the payment of stock dividends or the amalgamation of that are settled directly with the Issuer. 8.7 The issue of the Agent’s Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights during the period within which the Agent’s Warrants are exercisable.

Agent's Fee. 8.1 In 3.1 Subject to Closing and in consideration of the services performed rendered and to be rendered by the Agent under Agents in connection with the Offering, including, without limitation: (a) acting as financial advisors to the Issuers; (b) offering the Subscription Receipts for sale; (c) performing administrative work in connection with these matters; and (d) all other services arising out of this Agreement, the Issuer Company agrees to: to pay, on a pro rata basis, to the Agents at the Closing Time, and Crystal Bridge agrees to pay, on a pro rata basis, to the Agents at the closing time of the Qualifying Transaction, an aggregate cash commission (athe “Agents’ Fee”) pay the Agent a commission of 3equal to 7.0% of the gross proceeds received by such Issuer from the sale of Units and FT Shares Subscription Receipts under the Offering (excluding any Subscription Receipts sold to investors on the any President’s List and 7% of all other gross proceeds of the Offering (including any Units and FT Shares sold under the Over-Allotment OptionSubscriber or Issuer Direct Subscriber), whether purchased by the Agent for its own account or for its clients or purchased by other members of the Selling Group for their own accounts or for their clients, payable in lawful Canadian currency (the “Agent’s Fee”); (b) issue to the Agent (or to members of the Selling Group as directed by the Agent) provided that number of Agent’s Warrants which is equal to 3% of the number of Units and FT Shares sold to investors on the President’s List and 7% of the number of all other Units and FT Shares sold (including any Units and FT Shares sold under the Over-Allotment Option); and (c) pay the Agent an advisory fee of $30,000. The advisory fee referred to in Section 8.1(c) is conditional upon the occurrence of the Closing. 8.2 In the event that Units and FT Shares are sold by members of the Selling Group, a portion of the Agent’s Fee and a portion shall be equal to 3.5% of the gross proceeds received by either Issuer from the sale of Subscription Receipts to President’s List Subscribers and no Agent’s Warrants which relate to such sales Fee shall be payable on the sale of Subscription Receipts to Issuer Direct Subscribers. Fifty percent (50%) of the Agents’ Fee payable by the Company in respect of the Alpha Subscription Receipts shall be fully earned and paid and delivered to the Selling Group at Agents on the Closing as agreed to between Date. The remaining fifty percent (50%) of the Agent Agents’ Fee payable by the Company in respect of the Alpha Subscription Receipts and one hundred percent (100%) of the Agents’ Fee payable by Crystal Bridge in respect of the Crystal Subscription Receipts will be deposited into escrow on the Closing Date and form part of the Escrowed Funds and shall be payable upon the satisfaction and/or waiver of the Escrow Release Conditions and the members release of the Selling GroupEscrowed Funds by the Subscription Receipt Agent. 8.3 An Agent Warrant 3.2 In addition to the Agents’ Fee, as additional consideration for the performance of their obligations hereunder, the Company shall issue to the Agents (in such name or names as the Agents may direct in writing, subject to compliance with applicable law) compensation warrants (the “Compensation Warrants”) which will entitle be exchanged for compensation warrants of the holder Resulting Issuer on close of the Qualifying Transaction, entitling the Agents to purchase one Share. 8.4 The right that number of Resulting Issuer Common Shares as is equal to purchase Shares under 7.0% of the Agent’s Warrants may be exercised total number of Subscription Receipts issued pursuant to the Offering at any time up to the close of business 24 months from until the date of issue of that is twenty-four (24) months following the Agent’s Warrant, QT Closing Date at a price equal to $1.60 per Resulting Issuer Common Share (subject to any necessary adjustments, including to reflect the Offering Priceterms of the Qualifying Transactions). Notwithstanding the foregoing, the number of Compensation Warrants issuable in connection with the sale of Subscription Receipts to President’s List Subscribers shall be reduced to 3.5%, and no Compensation Warrants shall be issuable in connection with Alpha Subscription Receipts sold to Issuer Direct Subscribers. 8.5 3.3 The Agent’s Warrants will Agents may retain one or more registered securities brokers or investment dealers to act as selling agent in connection with the sale of the Subscription Receipts (excluding any sales of Subscription Receipts by the Company to any Issuer Direct Subscribers) but the compensation payable to such selling agent shall be represented by a certificatethe sole responsibility of the Agents, and will be non-transferable except only as permitted by and in compliance with all applicable Securities Laws and the Applicable Legislation and any order granted Agents will require each such selling agent to so agree. 3.4 The services provided by the Commissions. 8.6 The terms governing Agents in connection with the Agent’s Warrants Offering will include, among other things, provisions not be subject to Harmonized Sales Tax (“HST”) provided for the appropriate adjustment in the classExcise Tax Act (Canada) and taxable supplies will be incidental to the exempt financial services provided. However, number and price in the event the Canada Revenue Agency determines that HST provided for in the Excise Tax Act (Canada) is exigible on the Agents’ Fee, the Issuers agree to pay the amount of HST so assessed forthwith upon the request of the Agent’s Warrant Shares upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Shares, the payment of stock dividends or the amalgamation of the IssuerAgents. 8.7 The issue of the Agent’s Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights during the period within which the Agent’s Warrants are exercisable.

Agent's Fee. 8.1 7.1 In consideration of the services performed by the Agent under this Agreement, the Issuer agrees to: (a) to pay the Agent a commission of 310% of the gross proceeds from the sale of Units and FT Shares to investors on the President’s List and 7% of all other gross proceeds of the Offering (including any Units and FT Shares sold under the Over-Allotment Option)Offering, whether purchased by the Agent for its own account or for its clients or purchased by other members of the Selling Group Exchange for their own accounts or for their clients, payable in lawful Canadian currency clients (the “Agent’s FeeCommission”);. (b) 7.2 In consideration for acting as Agent, the Issuer will issue Agent’s Warrants to the Agent (or to members of the Selling Group its selling group as directed by the Agent entitling the Agent to purchase up to 250,000 Agent) that number of ’s Warrant Shares. The Agent’s Warrants which is equal to 3% of the number of Units will be non-transferable and FT Shares sold to investors on the President’s List and 7% of the number of all other Units and FT Shares sold (including any Units and FT Shares sold under the Over-Allotment Option); and (c) pay the Agent an advisory fee of $30,000. The advisory fee referred to in Section 8.1(c) is conditional upon the occurrence of the Closing. 8.2 In the event that Units and FT Shares are sold by members of the Selling Group, a portion of the one Agent’s Fee and a portion of the Agent’s Warrants which relate to such sales shall be paid and delivered to the Selling Group at Closing as agreed to between the Agent and the members of the Selling Group. 8.3 An Agent Warrant will entitle the holder to purchase one Share. 8.4 common share of the Issuer. The right to purchase Agent’s Warrant Shares under the Agent’s Warrants may be exercised at any time up to the close of business 24 months from the date of issue of the Agent’s Warrant, Approval Date at a price equal to the Offering Price. 8.5 The , provided that no more than 50% of the aggregate number of Agent’s Warrant Shares which may be acquired by the Agent on exercise of the Agent’s Warrants will be represented by a certificate, and will be non-transferable except as permitted sold by the Applicable Legislation and any order granted by Agent prior to completion of the Commissions. 8.6 Qualifying Transaction. The terms governing the Agent’s Warrants will include, among other things, provisions for the appropriate adjustment in the class, number and price of the Agent’s Warrant Shares upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the SharesIssuer’s common shares, the payment of stock dividends or the amalgamation of the Issuer. 8.7 . The issue of the Agent’s Warrants will not restrict or prevent the Issuer from obtaining any other financing, or nor from issuing additional securities or rights during the period within which the Agent’s Warrants are exercisable. 7.3 In consideration of the Agent’s services in connection with the coordination and review of the Offering and the Prospectus, the Issuer will pay the Agent, on completion or cancellation of the Offering, the Administration Fee of $10,000. The Issuer’s obligation to pay the Administration Fee shall survive the termination of this agreement.

Agent's Fee. 8.1 In (a) As consideration for the Agents’ services in connection with the issue and sale of the services performed by Offered Securities under the Agent under terms of this Agreement, the Issuer Corporation agrees to: : (ai) pay to the Agent Agents a cash commission equal to the aggregate of 37.0% of the gross proceeds from the sale of Units and FT Shares to investors on the President’s List and 7% of all other gross proceeds of the Offering (including any Units and FT Shares sold under the Over-Allotment Option), whether purchased by the Agent for its own account or for its clients or purchased by other members of the Selling Group for their own accounts or for their clients, payable in lawful Canadian currency Offered Securities (the “Agent’s FeeAgents’ Commission”); ) and (bii) issue to the Agent (or to members Agents non-transferable broker warrants of the Selling Group as directed by Corporation (the Agent“Broker Warrants”) that number of Agent’s Warrants which is equal to 37.0% of the number of Units Subscription Receipts sold pursuant to the Offering. Each Broker Warrant shall be exercisable to acquire one Common Share at the Issue Price for a period of two years after the Escrow Release Date. The Corporation also agrees to pay to the Agents a corporate finance fee of consisting of $1,993.32 (inclusive of HST) (together with the Agents’ Commission, the “Agents’ Fee”) and FT 2,352 Broker Warrants. Each Agent acknowledges that none of the Broker Warrants or the Common Shares sold issuable upon exercise thereof have been registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of the Broker Warrants and the Common Shares issuable upon exercise thereof, each of the Agents represents, warrants, and covenants that it is acquiring the Broker Warrants and will acquire such underlying Common Shares as principal for its own account and not for the benefit of any other person. Each Agent represents, warrants, and covenants that (i) it is not a U.S. Person and is not acquiring the Broker Warrants in the United States, or on behalf of a U.S. Person or a person located in the United States; and (ii) this Agreement was executed and delivered outside the United States. Each Agent acknowledges and agrees that the Broker Warrants may not be exercised in the United States or by or on behalf or for the benefit of a U.S. Person or a person in the United States, unless such exercise is exempt from registration under the U.S. Securities Act and applicable U.S. state securities laws. Each Agent agrees that it will not engage in any Directed Selling Efforts with respect to investors on any Broker Warrants or Common Shares issuable upon exercise of the President’s List Broker Warrants, and 7will not offer or sell any Broker Warrants or such Common Shares in the United States except in compliance with an exemption from the registration requirements of the U.S. Securities Act and all applicable U.S. state securities laws. (b) A total of 50% of the number Agents’ Fee shall be paid by bank draft, wire transfer or certified cheque to PI on the Closing Date and the balance of all other Units the Agents’ Fee shall be paid by bank draft, wire transfer or certified cheque to PI on the date of the Escrow Release Certificate. If the Escrow Release Certificate is not delivered prior to the Escrow Deadline and FT Shares sold the Escrowed Proceeds are refunded to Purchasers, the unpaid balance of the Agents’ Fee (including any Units and FT Shares sold under which form part of the Over-Allotment Option); andEscrowed Funds) will not be earned and will not be payable by the Corporation to the Agents. (c) If the Corporation or 6th Wave agrees to pay the Agent an advisory a commission or fee of $30,000. The advisory to anyone other than pursuant to this Agreement (including without limitation any other financial advisor), such commission or fee referred to in Section 8.1(c) is conditional upon the occurrence of the Closing. 8.2 In the event that Units and FT Shares are sold by members of the Selling Group, a portion of the Agent’s Fee and a portion of the Agent’s Warrants which relate to such sales shall be paid for the Corporation’s account and delivered shall not reduce the amount payable to the Selling Group at Closing as agreed to between the Agent and the members of the Selling GroupAgents under this Agreement. 8.3 An Agent Warrant will entitle the holder to purchase one Share. 8.4 The right to purchase Shares under the Agent’s Warrants may be exercised at any time up to the close of business 24 months from the date of issue of the Agent’s Warrant, at a price equal to the Offering Price. 8.5 The Agent’s Warrants will be represented by a certificate, and will be non-transferable except as permitted by the Applicable Legislation and any order granted by the Commissions. 8.6 The terms governing the Agent’s Warrants will include, among other things, provisions for the appropriate adjustment in the class, number and price of the Agent’s Warrant Shares upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Shares, the payment of stock dividends or the amalgamation of the Issuer. 8.7 The issue of the Agent’s Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights during the period within which the Agent’s Warrants are exercisable.

Agent's Fee. 8.1 4.1 In consideration of the services performed by the Agent under this Agreement, the Issuer agrees toto pay to the Agent on each Closing, an Agent's Fee consisting of: (a) pay the Agent a commission of 3cash payment equal to 8.5% (2.5% if Section 4.1(c) is applicable) of the gross proceeds received by the Issuer from the sale of Units and FT the Shares to investors on the President’s List and 7% of all other gross proceeds such Closing, payable by certified cheque, in lawful money of the Offering (including any Units and FT Shares sold under the Over-Allotment Option), whether purchased by the Agent for its own account or for its clients or purchased by other members of the Selling Group for their own accounts or for their clients, payable in lawful Canadian currency (the “Agent’s Fee”)United States; (b) issue to the Agent (or to members of the Selling Group as directed by the Agent) that number of Agent’s 's Warrants which is equal to 310% of the number of Units and FT Shares sold to investors on the President’s List and 7% of the number of all other Units and FT Shares sold (including any Units and FT Shares sold under the Over-Allotment Option)such Closing; and (c) it is recognized that the Issuer has a list of investors disclosed in Schedule "A" to this Agreement that have been referred to the Agent by the Issuer and on such subscriptions, the Issuer will pay the Agent a cash payment equal to 2.5% of the gross proceeds received by the Issuer. 4.2 In the event that the Issuer completes the sale of additional equity or debt securities to any person who either (i) subscribed in the Private Placement or (ii) was introduced to the Issuer by the Agent but did not subscribe in the initial Private Placement, from the date of this agreement until the 18th month anniversary of the date of this agreement, the Issuer shall pay the Agent an advisory agent's fee of $30,000. The advisory fee referred to in accordance with Section 8.1(c) is conditional upon the occurrence of the Closing4.1 above. 8.2 In the event that Units and FT Shares are sold by members of the Selling Group, a portion of the 4.3 Each Agent’s Fee and a portion of the Agent’s Warrants which relate to such sales shall be paid and delivered to the Selling Group at Closing as agreed to between the Agent and the members of the Selling Group. 8.3 An Agent 's Warrant will entitle the holder holder, on exercise, to purchase one ShareAgent's Warrant Share at an exercise price that is identical to the price per share for the Shares offered hereunder for a period of 18 months from Closing. 8.4 The right to purchase Shares under the Agent’s Warrants may be exercised at any time up to the close of business 24 months from the date of issue of the Agent’s Warrant, at a price equal to the Offering Price. 8.5 4.4 The Agent’s 's Warrants will be represented by a certificate, and will be non-transferable except as permitted by the Applicable Legislation and any order granted by the CommissionsRegulatory Authorities. 8.6 4.5 The terms governing certificates representing the Agent’s 's Warrants will includewill, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent’s 's Warrant Shares issued upon exercise of the Agent's Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the SharesIssuer's common shares, the payment of stock dividends or and the amalgamation of the Issuer. 8.7 4.6 The issue of the Agent’s 's Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights rights, during the period within which the Agent’s 's Warrants may be exercised. 4.7 The Agent's Warrants may be exercised in whole or in part from time to time by the Agent subject to the requirements, if any, of Applicable Legislation. 4.8 Notwithstanding anything to the contrary herein, no commissions shall be due or payable to the Agent for investments in Shares that are exercisablemade by the current stockholders or employees of BMB or its affiliates. 4.9 The Agent shall have the option (the "Over-Allotment Option"), exercisable at its sole discretion, to subscribe for an additional number of Shares equal to 10% of the original offering size to cover over-allotments. These additional Shares will be issued from treasury.

Agent's Fee. 8.1 7.1 In consideration of the services performed by the Agent under this Agreement, the Issuer agrees to: (a) to pay the Agent a commission of 310% of the gross proceeds from the sale of Units and FT Shares to investors on the President’s List and 7% of all other gross proceeds of the Offering (including any Units and FT Shares sold under the Over-Allotment Option)Price per Share sold, whether purchased by the Agent for its own account or for its clients or purchased by other members of the Selling Group Exchange for their own accounts or for their clients, payable in lawful Canadian currency clients (the “Agent’s FeeCommission”);. (b) 7.2 In consideration for acting as Agent, the Issuer will issue Agent’s Warrants to the Agent (or to members of the Selling Group its selling group as directed by the Agent) that Agent entitling the Agent to purchase such number of up to 300,000 Agent’s Warrants which Warrant Shares as is equal to 310% of the number of Units and FT Shares sold to investors on the President’s List and 7% of the number of all other Units and FT Shares sold (including any Units and FT Shares sold under the Over-Allotment Option); and (c) pay the Agent an advisory fee of $30,000Offering. The advisory fee referred to in Section 8.1(c) is conditional upon the occurrence of the Closing. 8.2 In the event that Units and FT Shares are sold by members of the Selling Group, a portion of the Agent’s Fee and a portion of the Agent’s Warrants which relate to such sales shall will be paid non-transferable and delivered to the Selling Group at Closing as agreed to between the Agent and the members of the Selling Group. 8.3 An Agent one Agent’s Warrant will entitle the holder to purchase one Share. 8.4 common share of the Issuer. The right to purchase Agent’s Warrant Shares under the Agent’s Warrants may be exercised at any time up to the close of business 24 months from the date of issue of the Agent’s Warrant, Approval Date at a price equal to the Offering Price. 8.5 The , provided that no more than 50% of the aggregate number of Agent’s Warrant Shares which may be acquired by the Agent on exercise of the Agent’s Warrants will be represented by a certificate, and will be non-transferable except as permitted sold by the Applicable Legislation and any order granted by Agent prior to completion of the Commissions. 8.6 Qualifying Transaction. The terms governing the Agent’s Warrants will include, among other things, provisions for the appropriate adjustment in the class, number and price of the Agent’s Warrant Shares upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the SharesIssuer’s common shares, the payment of stock dividends or the amalgamation of the Issuer. 8.7 . The issue of the Agent’s Warrants will not restrict or prevent the Issuer from obtaining any other financing, or nor from issuing additional securities or rights during the period within which the Agent’s Warrants are exercisable. 7.3 In consideration of the Agent’s services in connection with the coordination and review of the Offering and the Prospectus, the Issuer will pay the Agent, on completion or cancellation of the Offering, the Administration Fee of $10,000. The Issuer’s obligation to pay the Administration Fee shall survive the termination of this agreement.

Agent's Fee. 8.1 9.1 In consideration of the services performed by the Agent under this Agreement, the Issuer agrees to: (a) pay the Agent on Closing a commission of 37.5% of the gross proceeds from the sale of Units and FT Shares to investors on the President’s List and 7% of all other gross proceeds of the Offering (Offering, including any Units and FT Shares sold under proceeds raised pursuant to the Over-Allotment allotment Option), whether purchased by the Agent for its own account or as agent for and on behalf of and in the name of its clients or purchased by other members of the Selling Group Exchange for their own accounts or as agent for and on behalf of and in the name of their clients, payable in lawful Canadian currency (the “Agent’s Fee”);; and (b) issue on Closing the Agent’s Warrants to the Agent (or to members of the Selling Group as directed by the Agent) Agent entitling the Agent to purchase up to that number of Agent’s Warrants which Warrant Shares as is equal to 37.5% of the aggregate number of Units and FT Flow-Through Shares sold to investors on under the President’s List and 7% of the number of all other Units and FT Shares sold (Offering, including any Units and FT Flow- Through Shares sold under pursuant to the Over-Allotment allotment Option); and (c) pay the Agent an advisory fee of $30,000. The advisory fee referred to in Section 8.1(c) is conditional upon the occurrence of the Closing. 8.2 In the event that Units and FT Shares are sold by members of the Selling Group, a portion of the 9.2 One Agent’s Fee and a portion of the Agent’s Warrants which relate to such sales shall be paid and delivered to the Selling Group at Closing as agreed to between the Agent and the members of the Selling Group. 8.3 An Agent Warrant will entitle the holder to purchase one Agent’s Warrant Share. 8.4 9.3 The right to purchase Agent’s Warrant Shares under the Agent’s Warrants may be exercised at anytime up to the close of business two years from the Closing Day, at a price of $0.35 during the first year and at $0.40 during the second year of the term of the Agent’s Warrants. 9.4 On and subject to Closing, the Issuer agrees to pay the Corporate Finance Fee to the Agent by the issuance of 150,000 Corporate Finance Units. 9.5 Each Corporate Finance Unit will be comprised of one Corporate Finance Share and one-half of one Corporate Finance Warrant. 9.6 One whole Corporate Finance Warrant will entitle the holder to purchase one Corporate Finance Warrant Share. 9.7 The right to purchase Corporate Finance Warrant Shares may be exercised at any time up to the close of business 24 months two years from the date of issue of the Agent’s WarrantClosing Day, at a price equal to of $0.35 during the Offering Pricefirst year and at $0.40 during the second year of the term of the Corporate Finance Warrant Share. 8.5 9.8 The Agent shall provide the Issuer with the registration details for the Agent’s Warrants and the Corporate Finance Warrants at least two business days prior to Closing. 9.9 The Agent’s Warrants and the Corporate Finance Warrants will be represented by a certificatecertificates, and will be non-transferable except as permitted by the Applicable Legislation and any order granted by the Commissions. 8.6 9.10 The terms governing the Agent’s Warrants and the Corporate Finance Warrants will include, among other things, provisions for the appropriate adjustment in the class, number and price of the Agent’s Warrant Shares and Corporate Finance Warrant Shares upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Sharesshares, the payment of stock dividends or the amalgamation of the Issuer. 8.7 9.11 The issue of the Agent’s Warrants and Corporate Finance Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights during the period within which the Agent’s Warrants or Corporate Finance Warrants are exercisable. 9.12 The Agent acknowledges that the Issuer has previously paid the Administration Fee in full to the Agent. The Issuer acknowledges and agree that the Administration Fee is non- refundable.