Common use of Conditions of Closing Clause in Contracts

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering in accordance with the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion opinions of Counsel to the CompanyCompany and of the Investor, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, the Company, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Investment Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering in accordance with the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion opinions of Counsel to the CompanyCompany and of the Investor, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, the Company, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Investment Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business business, except for the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing DateCLOSING DATE") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Securities Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. . D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, ------------ as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "“Closing Date"”) with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's ’s obligations and the accuracy of the Placement Agent's ’s representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "“Blue Sky" ” law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing DateCLOSING DATE") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date date of Closing closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the an opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at Purchaser acknowledges that the offices Company’s obligation to sell the Purchased Shares to the Purchaser is subject to, among other things, the following conditions: (a) the Purchaser or Beneficial Purchaser, if any, executing and returning to the Company all documents required by the Securities Laws, including, without limitation, the documents set out in paragraph 3 hereof, for delivery on behalf of the Investor Purchaser or its counsel. The obligations Beneficial Purchaser, if any, including by no later than 5:00 p.m. (Eastern Daylight Time) on the date that is three (3) days before the Closing Date; (b) the Company having obtained all required regulatory and corporate approvals, to permit the completion of the Placement Agent hereunder shall be subject transactions contemplated hereby; (c) the Company accepting this subscription; (d) the issue and sale and delivery of the Purchased Shares being exempt from the requirements to file a prospectus or deliver an offering memorandum (as defined in applicable Securities Laws, including Ontario Securities Commission Rule 14-501 “Definitions”) or any similar document under applicable Securities Laws relating to the continuing accuracy issue, sale and delivery of the Purchased Shares, or exempt from registration under the U.S. Securities Act, as applicable, or that the Company has received such orders, consents or approvals as may be required to permit such issue, sale and delivery of the Purchased Shares without the requirement of filing a prospectus or delivering an offering memorandum or any similar document; and (e) the representations and warranties of the Company Purchaser under this Subscription Agreement being true and correct as at the Investor herein Closing Time. The Purchaser and each Beneficial Purchaser, if any, acknowledge and agree that as the sale of the date hereof Shares will not be qualified by a prospectus, such sale is subject to the condition that the Purchaser (or, if applicable each Beneficial Purchaser) sign and as of the Date of Closing (the "Closing Date") with respect return to the Company or all relevant documentation required by the InvestorSecurities Laws. The Purchaser and each Beneficial Purchaser, if any, acknowledges and agrees that the Company will be required to provide to the Securities Commissions a list setting out the identities of the Beneficial Purchasers of the Purchased Shares. Notwithstanding that the Purchaser may be purchasing Shares on behalf of an undisclosed Beneficial Purchaser (if permissible under the relevant Securities Laws), the Purchaser agrees to provide, on request, particulars as to the case may be, as if it had been made on and as identity of such Closing Date; the accuracy on and undisclosed Beneficial Purchaser as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance may be required by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence comply with the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein containedforegoing and Securities Laws. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder Purchasers to deliver at the Closing Time executed Subscription Agreements shall be subject conditional upon each Purchaser being satisfied with the results of its due diligence investigations relating to the continuing accuracy Company and upon the fulfilment or waiver by each Purchaser at or before the Closing Time of the following conditions, which conditions the Company covenants to use its best efforts to fulfil or cause to be fulfilled prior to the Closing Time: (a) the execution and delivery of this Agreement and the Subscription Agreements, the due authorization of the issuance of the Common Shares shall have been duly authorized by all necessary corporate action; (b) any necessary consents or approvals of the Securities Regulators with respect to the issue and sale of the Common Shares shall have been obtained, and the conditional approval of the Stock Exchanges to list the Common Shares shall have been obtained; (c) the Purchasers shall have received certificates addressed to the Purchasers and to the Subscribers, dated as of the date of Closing, signed by the President and the Chief Executive Officer of the Company, or such other officer or officers of the Company as the Purchasers may accept, certifying on behalf of the Company to the effect that, except as has been generally disclosed at the date thereof: (i) no order, ruling or determination suspending or cease trading the Common Shares has been issued, and no proceedings for that purpose have been instituted or, to the knowledge of such officer, contemplated or threatened by any Securities Commission; (ii) other than as disclosed in the Disclosure Documents, since November 9, 2010 there has not been any change as it relates to the Company and its Subsidiaries on a consolidated basis that has or could reasonably be expended to result in a Company Material Adverse Effect; (iii) other than as disclosed in the Disclosure Documents, since November 9, 2010 no material fact has arisen or has been discovered which would have been required to have been stated in the Disclosure Documents had the fact arisen or been discovered on, or prior to the date of such Disclosure Documents; (iv) the representations and warranties of the Company contained in this Agreement are true and the Investor herein correct in all material respects as of the date hereof Closing Time with the same force and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, effect as if it had been made on and as of such Closing Date; the accuracy on at and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions:Time; A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no the Company has complied in all material amount respects with all the terms and conditions of this Agreement on its part to be complied with at or before the assets Closing Time; and (vi) as to such other matters of a factual nature as are appropriate and usual in the circumstances and as the Purchasers or the Purchasers’ Counsel may reasonably request; and (d) the Company shall have been pledged or mortgaged, except as indicated delivered to each Purchaser’s custodian of securities identified in Section 9 below the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for certificates representing the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited InvestorShares.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of each of the Placement Agent parties hereunder shall be are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect other parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such other parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) If requested by the effectiveness of Selling Agent, MLAI shall deliver a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel certificate to the Company, dated effect that: (i) the representations and warranties of MLAI contained herein are true and correct with the same effect as though expressly made at the Initial Closing Time and in respect of the Memorandum as in effect at the Initial Closing Time; and (ii) MLAI has performed all covenants and agreements herein contained to be performed on its part as of or prior to the date thereofInitial Closing Time. (b) As of the Initial Closing Time, which opinion Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Manager, shall be deliver to all the parties hereto its opinion, in form and substance reasonably satisfactory to each of the Investor, their counsel and the Placement Agentparties hereto. B. At or prior to the Closing, the Investor and the Placement Agent (c) The parties hereto shall have been furnished with such documentsadditional information, opinions, certificates and opinions documents, including supporting documents relating to parties described in the Memorandum and letters of representation signed by such parties with regard to information relating to them and included in the Memorandum as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement sale of the Units as herein contemplated and the Offering Materialsrelated proceedings, or in order to evidence the accuracy, accuracy or completeness or satisfaction of any of the representations, representations or warranties or the fulfillment of any of the conditions herein contained; and all actions taken by the parties hereto in connection with the sale of the Units as herein contemplated shall be reasonably satisfactory in form and substance to Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP. C. At and prior to (d) As of each Additional Closing Time, the Closing, (i) there parties hereto shall have been no material adverse change nor development involving a prospective change in furnished with such information, opinions and certified documents as the condition Manager and the Selling Agent may deem to be necessary or prospects or the business activities, financial or otherwise, appropriate. If any of the Company from the latest dates as of which such condition is set forth conditions specified in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement and all obligations hereunder may be canceled by any change party hereto by notifying the other parties hereto of such cancellation in writing or by telegram at any time at or prior to the indebtedness (long Initial Closing Time, and any such cancellation or short term) or liabilities or obligations termination shall be without liability of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, any party to any other party except as indicated otherwise provided in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsSection 6. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at This subscription is subject to acceptance by the offices of the Investor or its counselCorporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Placement Agent Corporation hereunder shall be subject to are conditional on the continuing accuracy of the representations and warranties of the Company and the Investor herein Subscriber contained in this subscription agreement as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investorthis subscription agreement, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company Time as if made pursuant to the provisions hereof; and the performance by the Company and the Investor on at and as of the Closing Date Time, and the fulfillment of its covenants the following additional conditions as soon as possible and obligations hereunder and in any event not later than the Closing Time unless other arrangements acceptable to the following further conditionsCorporation have been made: A. Upon (a) the effectiveness of a registration statement covering Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as approval of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require TSX) required for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any completion of the representations, warranties or conditions herein contained.transaction contemplated by this subscription agreement; C. At and prior to the Closing, (ib) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth Corporation contained herein are being true and correct.correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; E. The Placement Agent shall (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing; (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have no obligation been complied with, this completed subscription agreement has been delivered to insure that (x) any checkthe Corporation and accepted by the Corporation and, noteunless other arrangements acceptable to the Corporation have been made, draft or other means the aggregate subscription proceeds representing the principal amount of payment Debentures subscribed for the Common Stock will be honored, hereunder have been paid or enforceable against the Investor in accordance with its termsSection 7 hereof, or (y) subject unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the performance Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the Placement Agent's obligations and the accuracy closing of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorits Offering.

Conditions of Closing. (a) The Purchaser’s obligation to purchase the Purchaser’s Shares at the Closing Time shall be held conditional upon the fulfillment at or before the offices Closing Time of the Investor or its counsel. The obligations following conditions: (i) the Purchaser shall have received evidence that all requisite approvals of the Placement Agent hereunder shall be shareholders of the Corporation and conditional approval of the Stock Exchange (subject to the continuing accuracy fulfillment of customary post-closing conditions) have been obtained by the Corporation in order to complete the Offering and the issuance of the Preferred Shares; (ii) the Corporation shall have received disinterested approval of its board of directors; (iii) this Subscription Agreement and the certificates representing the Preferred Shares shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Purchaser, acting reasonably; (iv) the Purchaser shall have received a certificate, dated as of the Closing Date, signed by the Secretary of the Corporation, or such other officer of the Corporation as the Purchaser may agree, certifying for and on behalf of the Corporation, to the best of the knowledge, information and belief of the person so signing (without personal liability), that: A. the Corporation has complied with all the covenants and satisfied all the terms and conditions of this Subscription Agreement on its part to be complied with and satisfied at or prior to the Closing Time; and B. the representations and warranties of the Company Corporation contained herein are true and correct as at the Investor herein as of Closing Time, with the date hereof same force and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, effect as if it had been made on and as of such Closing Date; the accuracy on and as of at the Closing Date of the statements of the officers of the Company made pursuant Time after giving effect to the provisions hereof; and transactions contemplated hereby; (v) the performance by Purchaser shall have received a customary opinion of counsel for the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and Corporation in a form mutually agreeable to the following further conditions:parties; A. Upon (vi) the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent Corporation shall have been furnished such documents, certificates waived all applicable anti-takeover measures under the Corporation’s charter documents and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained.applicable law; and C. At and prior to the Closing, (ivii) there shall have been no Material Adverse Effect. Material Adverse Effect shall mean an event, change or occurrence that individually, or together with any other event, change or occurrence, has a material adverse change nor development involving impact on the Corporation’s financial position, business or results of operations; provided, however, that the term Material Adverse Effect shall not include the impact of (i) changes in laws of general applicability or interpretations thereof by courts or other governmental authorities, (ii) changes in generally accepted accounting principles, (iii) seasonal fluctuations in the Corporation’s performance due to general economic conditions that do not have a prospective disproportionately adverse effect on the Corporation, (iv) the announcement of the transactions contemplated by this Term Sheet, (v) any action taken at Purchaser’s request, or (vi) a change in the condition or prospects or the business activities, financial or otherwise, market price of the Company from Common Shares. (b) The Corporation’s obligation to issue the latest dates as Purchaser’s Shares at the Closing Time shall be conditional upon the fulfillment at or before the Closing Time of which such condition is set forth the following conditions: (i) this Subscription Agreement and the certificates representing the Preferred Shares shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Offering Materials; Corporation, acting reasonably; (ii) there the Corporation shall have been no transaction, not in received all requested approvals of the ordinary course Shareholders of business except the transactions pursuant Corporation and conditional approval of the Stock Exchange (subject to the Securities Purchase Agreement entered into fulfillment of customary post-closing conditions) have been obtained by the Company on the date hereof which has not been disclosed Corporation in order to complete the Offering Materials or to and the Placement Agent in writing; issuance of the Preferred Shares; (iii) except as set forth the Corporation shall receive the Purchase Price in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; immediately available funds; (iv) except as set forth the holders of not more than 1% of the issued and outstanding Common Shares, in the Offering Materialsaggregate, shall have exercised dissent rights in connection with the Company shall not have issued any securities (other than those amendment to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution Articles of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations Incorporation of the Company Corporation (contingent or otherwisethe “Articles”) and trade payable debt; (v) no material amount of required to create the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsPreferred Shares. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at Purchaser acknowledges that the offices Company’s obligation to sell the Purchaser’s Securities to the Purchaser is subject to, among other things, the following conditions: (a) the Purchaser or beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent, executing and returning to the Company all documents required by applicable Securities Laws (including but not limited to the applicable Subscriber Certificate) for delivery on behalf of the Investor Purchaser or its counsel. The obligations beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent, including, without limitation, the applicable Schedules attached hereto by no later than the date and time set out on the face page hereof; (b) the Company having obtained all required regulatory approvals (including those that may be required under Securities Laws) to permit the completion of the Placement Agent hereunder shall be subject to transactions contemplated hereby; (c) there having been no material adverse change in the continuing accuracy affairs of the Company, and the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and being true in all material respects as of the Closing Date Date, unless such representation or warranty speaks to an earlier date, in which case, such representation or warranty shall be true in all material respects as of such date; (d) the offer, issue, sale and delivery of the statements Purchaser’s Securities being exempt from the requirements to file a prospectus, registration statement, or deliver an offering memorandum (as defined in applicable Securities Laws) or any similar document under applicable Securities Laws and other applicable securities laws relating to the sale of the officers of Purchaser’s Securities, or the Company made pursuant having received such orders, consents or approvals as may be required to permit such sale without the provisions hereof; and the performance by the Company and the Investor on and as requirement of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of filing a prospectus or registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent.or delivering an offering memorandum or any similar document; and B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (ie) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company Purchaser set forth herein are out herein, including in any applicable Subscriber Certificate attached hereto, being true and correct. E. correct as at the Closing Time. The Placement Agent shall have no obligation Purchaser and each beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent, acknowledges and agrees that the Company will be required to insure provide to the Securities Commissions a list setting out the identities of the beneficial purchasers of the Common Shares and Warrants. Notwithstanding that the Purchaser may be purchasing the Purchaser’s Securities as an agent on behalf of an undisclosed principal (x) any check, note, draft if permissible under the relevant Securities Laws or other means of payment for applicable securities laws), the Common Stock will be honoredPurchaser agrees to provide, paid or enforceable against the Investor in accordance with its termson reasonable request, or (y) subject particulars as to the performance identity of such undisclosed principal as may be required the Placement Agent's obligations Company in order to comply with the Securities Laws and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any other applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorlaws.

Conditions of Closing. The Closing shall be held at Purchaser acknowledges that the offices Company’s obligation to sell the Purchaser’s Securities to the Purchaser is subject to, among other things, the following conditions: (a) the Purchaser or beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent, executing and returning to the Company all documents required by applicable Securities Laws (including but not limited to the applicable Subscriber Certificate) for delivery on behalf of the Investor Purchaser or its counsel. The obligations beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent, including, without limitation, the applicable Schedules attached hereto by no later than the date and time set out on the face page hereof; (b) the Company having obtained all required regulatory approvals (including those that may be required under Securities Laws) to permit the completion of the Placement Agent hereunder shall be subject to transactions contemplated hereby; (c) there having been no material adverse change in the continuing accuracy affairs of the Company, and the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and being true in all material respects as of the Closing Date Date, unless such representation or warranty speaks to an earlier date, in which case, such representation or warranty shall be true in all material respects as of such date; (d) the offer, issue, sale and delivery of the statements Purchaser’s Securities being exempt from the requirements to file a prospectus, registration statement, or deliver an offering memorandum (as defined in applicable Securities Laws) or any similar document under applicable Securities Laws and other applicable securities laws relating to the sale of the officers of Purchaser’s Securities, or the Company made pursuant having received such orders, consents or approvals as may be required to permit such sale without the provisions hereof; and the performance by the Company and the Investor on and as requirement of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of filing a prospectus or registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent.or delivering an offering memorandum or any similar document; and B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (ie) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company Purchaser set forth herein are out herein, including in any applicable Subscriber Certificate attached hereto, being true and correct. E. correct as at the Closing Time. The Placement Agent shall have no obligation Purchaser and each beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent, acknowledges and agrees that the Company will be required to insure provide to the Securities Commissions a list setting out the identities of the beneficial purchasers of the Preferred Shares. Notwithstanding that the Purchaser may be purchasing the Purchaser’s Securities as an agent on behalf of an undisclosed principal (x) any check, note, draft if permissible under the relevant Securities Laws or other means of payment for applicable securities laws), the Common Stock will be honoredPurchaser agrees to provide, paid or enforceable against the Investor in accordance with its termson reasonable request, or (y) subject particulars as to the performance identity of such undisclosed principal as may be required the Placement Agent's obligations Company in order to comply with the Securities Laws and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any other applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorlaws.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "“Closing Date"”) with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering in accordance with the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion opinions of Counsel to the CompanyCompany and of the Investor, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, the Company, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Investment Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. 8.1 The Closing shall be held at obligation of ParentCo to complete the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder transactions contemplated herein shall be subject to the continuing accuracy following conditions to be fulfilled and/or performed at or prior to the Time of Closing on the Closing Date: (a) ParentCo shall have received the requisite Shareholder approval to increase its authorized ParentCo Common Shares in sufficient amounts to meet its obligations hereunder and under the LuxCo Share Exchange Agreement; (b) the Bank Agreements and any share purchase warrants referred to therein shall have been duly and validly assigned by Hippocampe to ParentCo in a form satisfactory to ParentCo; (c) the representations and warranties of the Company Shareholders contained in this Agreement shall be true and correct in all material respects at the Investor herein as Time of Closing, with the date hereof same force and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, effect as if it had been such representations and warranties were made on at and as of such Closing Datetime; (d) the Shareholders shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by them; the accuracy on and as and (e) in aggregate, at least 90% of the Closing Date of the statements of the officers of the Company made issued and outstanding Hippocampe Common Shares shall have been contributed to ParentCo and/or LuxCo pursuant to the provisions hereof; this Agreement and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution LuxCo Share Exchange Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At 8.2 In the event that the conditions referred to in Section 8.1 hereof shall not have been fulfilled at or prior to the ClosingTime of Closing to the satisfaction of ParentCo, the Investor and the Placement Agent shall have been furnished such documentsacting reasonably, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materialswaived by ParentCo, or in order the event that the Closing Date has not occurred on or prior to evidence the accuracyMarch 31, completeness or satisfaction of any 2001, this Agreement shall be rescinded and ParentCo shall be released from all obligations hereunder. 8.3 The obligation of the representations, warranties Shareholders to complete the transactions contemplated herein shall be subject to the following conditions to be fulfilled and/or performed at or conditions herein contained. C. At and prior to the Closing, Time of Closing on the Closing Date: (ia) there ParentCo shall have been no material adverse change nor development involving a prospective change in the condition received an indemnity from MFC Bancorp Ltd. from and against all claims or prospects or actions arising out of the business activities, financial or otherwise, and undertakings of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant ParentCo prior to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; Time of Closing; (iiib) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are ParentCo contained in this Agreement shall be true and correct. E. The Placement Agent shall have no obligation to insure that (x) any checkcorrect in all material respects at the Time of Closing, note, draft or other means of payment for with the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations same force and the accuracy of the Placement Agent's effect as if such representations and warranties hereunderwere made at and as of such time; (c) ParentCo shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it; and (d) in aggregate, (1) the Offering is exempt from the registration requirements at least 90% of the 1933 Act issued and outstanding Hippocampe Common Shares shall have been contributed to ParentCo and/or LuxCo pursuant to this Agreement and the LuxCo Share Exchange Agreement. 8.4 In the event that the conditions referred to in Section 8.3 hereof shall not have been fulfilled at or any applicable state "Blue Sky" law prior to the Time of Closing to the satisfaction of the Shareholders, acting reasonably, or (2) waived by the Investor is an Accredited InvestorShareholders, or in the event that the Closing Date has not occurred on or prior to March 31, 2001, this Agreement shall be rescinded and the Shareholders shall be released from all obligations hereunder.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of each of the Placement Agent parties hereunder shall be are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect other parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such other parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) If requested by the effectiveness of Selling Agent, MLAI shall deliver a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel certificate to the Company, dated effect that: (i) the representations and warranties of MLAI contained herein are true and correct with the same effect as though expressly made at the Initial Closing Time and in respect of the Disclosure Document as in effect at the Initial Closing Time; and (ii) MLAI has performed all covenants and agreements herein contained to be performed on its part as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent Initial Closing Time. (b) The parties hereto shall have been furnished with such documentsadditional information, opinions, certificates and opinions documents, including supporting documents relating to parties described in the Disclosure Document and letters of representation signed by such parties with regard to information relating to them and included in the Disclosure Document as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement sale of the Units as herein contemplated and the Offering Materialsrelated proceedings, or in order to evidence the accuracy, accuracy or completeness or satisfaction of any of the representations, representations or warranties or the fulfillment of any of the conditions herein contained. C. At and prior to (c) As of each Additional Closing Time, the Closing, (i) there parties hereto shall have been no material adverse change nor development involving a prospective change in furnished with such information, opinions and certified documents as the condition Sponsor and the Selling Agent may deem to be necessary or prospects or the business activities, financial or otherwise, appropriate. If any of the Company from the latest dates as of which such condition is set forth conditions specified in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement and all obligations hereunder may be canceled by any change party hereto by notifying the other parties hereto of such cancellation in writing or by telegram at any time at or prior to the indebtedness (long Initial Closing Time, and any such cancellation or short term) or liabilities or obligations termination shall be without liability of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, any party to any other party except as indicated otherwise provided in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsSection 6. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing DateCLOSING DATE") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business business, except the transactions pursuant to the Securities Purchase Agreement dated January ____, 200__, entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering in accordance with the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion opinions of Counsel to the CompanyCompany and of the Investor, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, the Company, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, and except as otherwise disclosed in that certain Investment Agreement by and between the Company and Dutchess Private Equities Fund, L.P., (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Investment Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. : Upon the effectiveness of a registration statement covering in accordance with the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion opinions of Counsel to the CompanyCompany and of the Investor, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, the Company, their counsel and the Placement Agent. B. . At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. . At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Investment Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and . At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder Agents and the Purchasers to complete the Offering shall be subject to the continuing accuracy fulfilment before the Time of Closing of the following conditions: (a) the Corporation and the Agents shall have fully complied with all applicable statutory and regulatory requirements required to be complied with prior to the Time of Closing in connection with the Offering; (b) the Agents shall be satisfied with their due diligence review of the Corporation and Theia; (c) the Corporation shall have taken all necessary corporate action to: (i) authorize and approve the Corporation Offering Documents; (ii) create and issue the Subscription Receipts and Subscription Shares; and (iii) authorize and approve all other matters relating to the Offering; (d) Theia shall have taken all necessary corporate action to: (i) authorize and approve this Agreement; (ii) issue the Exchanged Securities; and (iii) authorize and approve all other matters relating to the Offering; (e) the Agents, Theia and the Purchasers shall have received at the Time of Closing favourable legal opinions of Fasken, and, where appropriate, counsel in other jurisdictions, addressed to Theia, the Agents, their counsel and the Purchasers, acceptable to counsel to the Agents, acting reasonably, substantially to the effect that: (i) as to the incorporation, organization and valid existence of the Corporation and Subco; (ii) the Corporation is qualified to carry on business as presently carried on and to own, lease and operate its properties; (iii) the Corporation has all requisite corporate capacity, power and authority to execute and deliver the applicable Corporation Offering Documents and this Agreement and to perform all transactions contemplated hereby and thereby; (iv) the authorized and issued capital of the Corporation; (v) all necessary corporate action has been taken by the Corporation to authorize the creation and issue of the Subscription Receipts and the Subscription Shares upon conversion thereof; (vi) the Compensation Shares have been authorized and reserved for issue to the Agents and will be validly issued as fully-paid and non- assessable Common Shares; (vii) the execution and delivery of the Corporation Offering Documents and this Agreement and the performance of the transactions contemplated thereby (including the issue and sale of the Subscription Receipts and Compensation Shares and the exchange of the securities of the Corporation for the Exchanged Securities pursuant to the Reverse Takeover), do not and will not result in a breach of, and do not create a state of facts which, after notice or lapse of time or both, will result in a breach of and do not and will not conflict with, any of the terms, conditions or provisions of the by-laws or certificate of incorporation of the Corporation; (viii) the Subscription Receipts registered in the names of the Purchasers on the books of the Corporation at the Time of Closing have been issued and constitute legal, valid and binding obligations of the Corporation; (ix) the issue and sale of the Subscription Receipts and Compensation Shares are exempt, either by statute or regulation or order, from the prospectus requirements of the Canadian Offering Jurisdictions, subject to the filing of all necessary reports, certificates or undertakings and fees required to be filed under the applicable securities legislation of the Offering Jurisdictions; (x) the issue of the Exchanged Securities, the Subscription Shares and the Compensation Shares to the extent such securities are issued to Purchasers or the Agents in the Offering Jurisdictions, are exempt, either by statute or regulation or order, from the prospectus requirements of the securities legislation of the Canadian Offering Jurisdictions; (xi) each of this Agreement, the Subscription Receipt Agreement and the Subscription Agreements constitute legal, valid and binding obligations of the Corporation, enforceable in accordance with their terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, or contribution); (xii) the Subscription Shares have been authorized and reserved for issue to the holders of Subscription Receipts upon the deemed conversion thereof and in accordance with the terms thereof, and upon the deemed conversion of the Subscription Receipts in accordance with the terms thereof, the Subscription Shares will be validly issued as fully-paid and non-assessable Resulting Issuer Shares; (i) the first trade in the Offering Jurisdictions by the Purchasers of the Subscription Shares and by the Agents of the Compensation Shares is exempt from the prospectus requirements of applicable securities laws in the Offering Jurisdictions and no other documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained by the Corporation under such securities laws to permit the first trade of such securities provided that: (A) at the time of such first trade, CNX is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade; (B) such trade is not a “control distribution” (as defined in NI 45- 102); (C) no unusual effort is made to prepare the market or to create a demand for the Exchanged Securities that are the subject of the trade; (D) no extraordinary commission or consideration is paid to a person or company in respect of such trade; and (E) if the Purchaser is an insider or officer of the Corporation at the time of the trade, the Purchaser has no reasonable grounds to believe that the Corporation is in default of applicable securities laws in the Offering Jurisdictions; (xiii) the Compensation Shares have been authorized and reserved for issue and upon exchange thereof into Resulting Issuer Shares, will be validly issued as fully paid and non-assessable common shares; (xiv) Odyssey at its office in Calgary, Alberta has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement; and (xv) such other matters as the Agents and their counsel may require, acting reasonably. In giving the opinion contemplated above, counsel to the Corporation shall be entitled, as to matters of fact, to rely upon the representations and warranties of the Company and Purchasers contained in the Investor herein as Subscription Agreements, a certificate of fact of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the Corporation signed by officers of the Company made pursuant Corporation in positions to have knowledge of such facts and their accuracy, and certificates of such public officials and other persons as are necessary or desirable; (f) If any Subscription Receipts are being sold to person in the United States or to, or for the account or benefit of, U.S. Persons, the Agents, Theia and the Purchasers shall have received at the Time of Closing favourable legal opinions of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, U.S. counsel to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and Corporation addressed to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution AgreementTheia, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the InvestorAgents, their counsel and the Placement Agent. B. At or prior Purchasers, acceptable to counsel to the ClosingAgents, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closingacting reasonably, to the effect that registration under the U.S. Securities Act is not required in connection with the offer and sale of the Subscription Receipts, or the conversion of the Subscription Receipts into the Subscription Shares, provided further that it being understood that no opinion is expressed as to any subsequent resale of any Subscription Receipts, Subscription Shares or Resulting Issuer Shares; (g) the Agents, Theia and the Purchasers shall have received at the Time of Closing favourable legal opinions of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, special Nevada counsel to the Corporation addressed to Theia, the Agents and the Purchasers, acceptable to counsel to the Agents, acting reasonably, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Subsidiaries, with respect to the following matters for the Subsidiaries: (i) as to the incorporation and existence of the Subsidiaries under the laws of respective jurisdictions of incorporation; (ii) as to the Subsidiaries having the requisite corporate power and capacity under the laws of its jurisdiction of incorporation to carry on business and to own, lease and operate properties and assets; and (iii) as to the authorized and issued capital of the Subsidiaries and the ownership thereof; (h) the Agents, the Corporation and the Purchasers shall have received at the Time of Closing favourable legal opinions of Maxis Law Corporation, Canadian counsel to Theia, or where appropriate counsel in other jurisdictions, addressed to the Agents, the Corporation, their counsel and the Purchasers, acceptable to counsel to the Agents, acting reasonably, substantially to the effect that: (i) as to the incorporation, organization and valid existence of Theia; (ii) all necessary corporate action has been taken by Theia to authorize the creation and issue of the Resulting Issuer Shares issued in exchange for the Subscription Shares and Compensation Shares; (iii) this Agreement has been authorized, executed and delivered by Theia and constitutes a legal, valid and binding obligation of Theia, enforceable in accordance with its terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, or contribution); (iv) the Resulting Issuer Shares issued in exchange for the Subscription Shares and Compensation Shares have been authorized and reserved for issue respectively to the holders of Subscription Receipts and the Agents upon the respective conversion of such Subscription Receipts and in accordance with the terms thereof, and upon the conversion of the Subscription Receipts in accordance with the respective terms thereof, the Resulting Issuer Shares will be validly issued as fully-paid and non-assessable common shares; (v) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby (including the issue of the Resulting Issuer Shares in exchange for the Subscription Shares and the Compensation Shares), do not and will not result in a breach of, and do not create a state of facts which, after notice or lapse of time or both, will result in a breach of and do not and will not conflict with, any of the terms, conditions set forth or provisions of the constating documents of Theia; (vi) the first trade in subparagraph British Columbia by the Purchasers and the Agents of the Resulting Issuer Shares is exempt from the prospectus requirements of applicable securities laws in British Columbia and no other documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained by Theia under such securities laws to permit the first trade of the Exchanged Securities provided that: (A) at the time of such first trade, Theia is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade; (B) such trade is not a “control distribution” (as defined in NI 45- 102); (C) above have been satisfied no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of the trade; (D) no extraordinary commission or consideration is paid to a person or company in respect of such trade; and (E) if the seller of the securities is an insider or officer of the Corporation at the time of the trade, the seller has no reasonable grounds to believe that Theia is in default of applicable securities legislation; and (vii) such other matters as the Agents and thattheir counsel may require, acting reasonably. In giving the opinion contemplated above, counsel to Theia shall be entitled, as to matters of the applicable closingfact, to rely upon the representations and warranties of the Company set forth herein Purchasers contained in the Subscription Agreements, a certificate of fact of the Corporation signed by officers of the Corporation in positions to have knowledge of such facts and their accuracy, and certificates of such public officials and other persons as are true necessary or desirable; (i) at the Time of Closing, each of the Corporation's directors and correct.officers and those shareholders who hold greater than 5% of the Resulting Issuer Shares post-Offering shall each have entered into an agreement with the Lead Agent, on behalf of the Agents, in a form satisfactory to the Corporation and the Lead Agent, in both cases acting reasonably, which shall be negotiated in good faith and contain customary provisions, pursuant to which each such Person agrees, among other things, to not, for a period of 180 days from the Closing Date, directly or indirectly, offer, sell, contract to offer or sell, transfer, assign, grant or sell any option or warrant to purchase, lend, hypothecate, secure, pledge or otherwise transfer or dispose of any securities of the Corporation or any financial instruments convertible into, exercisable or exchangeable for, or that represent the right to receive, securities of the Corporation, whether through the facilities of a stock exchange, by private placement or otherwise, or make any short sale of, engage in any hedging transaction with respect to, or enter into any swap, forward or other transaction or arrangement that transfers all or a portion of the economic consequences associated with the ownership of such securities (regardless of whether any such transaction or arrangement is to be settled by the delivery of securities of the Corporation, securities of another Person, cash or otherwise), agree to do any of the foregoing or publicly announce any intention to do any of the foregoing, in each case without the prior written consent of the Lead Agent, such consent not to be unreasonably withheld or delayed; E. The Placement Agent (j) no material order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation (including the Offered Securities), Theia (including the Exchanged Securities) or Subco shall have been issued by any regulatory authority and continuing in effect and no obligation proceedings for that purpose shall have been instituted or pending or, to insure the knowledge of such officers, contemplated or threatened by any regulatory authority that cannot be rectified prior to or concurrent with the completion of the Reverse Takeover; (xk) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance Corporation and Theia shall have duly complied with its all material terms, or (y) subject covenants and conditions of this Agreement, each in their respective part, to be complied with up to the performance Time of Closing; and (l) the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) Corporation and Theia contained in this Agreement shall be true and correct in all material respects as of the Investor is an Accredited InvestorTime of Closing with the same force and effect as if made at and as of the Time of Closing after giving effect to the transactions contemplated by this Agreement except to the extent such representations and warranties were made as of a prior date in which case they shall be true and correct in all material respects as of such date.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The 6.1 All obligations of the Placement Agent hereunder shall be Purchaser under this Agreement are subject to the continuing accuracy fulfilment, at or prior to the Closing Date, of the following conditions: (a) The respective representations and warranties of the Company Vendor and the Investor herein Company contained in this Agreement or in any Schedule hereto or certificate or other document delivered to the Purchaser pursuant hereto shall be substantially true and correct as of the date hereof and as of the Closing Date of Closing (with the "Closing Date") with respect to the Company or the Investor, same force and effect as the case may be, as if it though such representations and warranties had been made on and as of such date, regardless of the date as of which the information in this Agreement or any such Schedule or certificate is given, and the Purchaser shall have received on the Closing Date certificates dated as of the Closing Date; , in forms satisfactory to counsel for the accuracy Purchaser and signed under seal by the Vendor and by two senior officers of the Company to the effect that their respective representations and warranties referred to above are true and correct on and as of the Closing Date with the same force and effect as though made on and as of such date, provided that the acceptance of such certificates and the closing of the transactions herein provided for shall not be a waiver of the respective representations and warranties contained in Articles 3 and 4 or in any Schedule hereto or in any certificate or document given pursuant to this Agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of the Purchaser; (b) the Company shall have caused to be delivered to the Purchaser either a certificate of an officer of the Company or, at the Purchaser's election, an opinion of legal counsel acceptable to the Purchaser's legal counsel, in either case, in form and substance satisfactory to the Purchaser, dated as of the Closing Date, to the effect that: (i) the Company owns, possesses and has good and marketable title to its undertaking, property and assets, and without restricting the generality of the foregoing, those assets described in the balance sheet included in the Company Financial Statements, free and clear of any and all mortgages, liens, pledges, charges, security interests, encumbrances, actions, claims or demands of any nature whatsoever and howsoever arising; (ii) the Company has been duly incorporated, organized and is validly existing under the laws of Germany, it has the corporate power to own or lease its properties and to carry on its business that is now being conducted by it and is in good standing with respect to filings with the appropriate governmental authorities; (iii) the issued and authorized capital of the Company is as set out in this Agreement and all of the issued and outstanding shares have been validly issued as fully paid and non-assessable; (iv) all necessary approvals and all necessary steps and corporate proceedings have been obtained or taken to permit the Company Shares to be duly and validly transferred to and registered in the name of the Purchaser; and (v) the consummation of the purchase and sale contemplated by this Agreement, including, but not limited to, the transfer of the Company Shares to the Purchaser, will not be in breach of any laws of Germany , and, in particular but without limiting the generality of the foregoing, the execution and delivery of this Agreement by the Vendor and the Company has not breached and the consummation of the purchase and sale contemplated hereby will not be in breach of any laws of Germany or of any other country or state in which a Vendor is resident or the Company carries on business; and, without limiting the generality of the foregoing, that all corporate proceedings of the Company, its shareholders and directors and all other matters which, in the reasonable opinion of counsel for the Purchaser, are material in connection with the transaction of purchase and sale contemplated by this Agreement, have been taken or are otherwise favourable to the completion of such transaction. (c) At the Closing Date there shall have been no materially adverse change in the affairs, assets, liabilities, or financial condition of the Company or the Business (financial or otherwise) from that shown on or reflected in the Company Financial Statements. (d) No substantial damage by fire or other hazard to the Business shall have occurred prior to the Closing Date. (e) The Company shall have delivered to the Purchaser those financial statements of the officers Company specified in paragraph 5.1 hereof. 6.2 In the event any of the Company made pursuant foregoing conditions contained in paragraph 6.1 hereof are not fulfilled or performed at or before the Closing Date to the provisions hereof; reasonable satisfaction of the Purchaser, the Purchaser may terminate this Agreement by written notice to the Vendor and in such event the performance Purchaser shall be released from all further obligations hereunder but any of such conditions may be waived in writing in whole or in part by the Purchaser without prejudice to its rights of termination in the event of the non-fulfilment of any other conditions. 6.3 All obligations of the Vendor under this Agreement are subject to the fulfilment, at or prior to the Closing Date, of the following conditions: (a) The representations and warranties of the Purchaser contained in this Agreement or in any Schedule hereto or certificate or other document delivered to the Company and the Investor Vendor pursuant hereto shall be substantially true and correct as of the date hereof and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date, regardless of the date as of which the information in this Agreement or any such Schedule or certificate is given, and the Vendor shall have received on the Closing Date a certificate dated as of the Closing Date, in a form satisfactory to the Vendor and signed under seal by two senior officers of the Purchaser, to the effect that such representations and warranties referred to above are true and correct on and as of the Closing Date with the same force and effect as though made on and as of its covenants such date, provided that the acceptance of such certificate and obligations hereunder the closing of the transaction herein provided for shall not be a waiver of the representations and warranties contained in Article 4 or in any Schedule hereto or in any certificate or document given pursuant to this Agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of the Vendor. (b) The Purchaser shall have caused to be delivered to the following further conditions: A. Upon Vendor either a certificate of an officer of the effectiveness of a registration statement covering Purchaser or, at the Standby Equity Distribution AgreementVendor's election, the Investor and the Placement Agent shall receive the an opinion of Counsel legal counsel acceptable to counsel to the CompanyVendor, in either case, in form and substance satisfactory to the Vendor, dated as of the date thereofClosing Date, which opinion shall be in form and substance reasonably satisfactory to the Investoreffect that: (i) the Purchaser has been duly incorporated and organized and is validly subsisting under the laws of the State of Nevada, their counsel it has the corporate power to own or lease its properties and to carry on its business that is now being conducted by it and is in good standing with respect to all filings with the Placement Agent.appropriate corporate authorities in Nevada and with respect to all annual and quarterly filings with the United States Securities and Exchange Commission; B. At or prior to (ii) the Closing, issued and authorized capital of the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions Purchaser is as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to set out in this Agreement and all issued shares have been validly issued as fully paid and non-assessable; (iii) all necessary approvals and all necessary steps and corporate proceedings have been obtained or taken to permit the Offering MaterialsPurchaser Warrants to be duly and validly issued to the Vendor and the Purchaser Shares to be duly and validly allotted and issued to and registered in the name of the Vendor; (iv) the consummation of the purchase and sale contemplated by this Agreement, or including, but not limited to, the issuance and delivery of the Purchaser Shares to the Vendor, in order to evidence consideration of the accuracypurchase of the Company Shares from the Vendor, completeness or satisfaction will not be in breach of any laws of Nevada and, in particular, but without limiting the generality of the representationsforegoing, warranties the execution and delivery of this Agreement by the Purchaser has not breached, and the consummation of the purchase and sale contemplated hereby will not be in breach of, any securities laws of the United States of America; and, without limiting the generality of the foregoing, that all corporate proceedings of the Purchaser, its shareholders and directors and all other matters which, in the reasonable opinion of counsel for the Company, are material in connection with the transaction of purchase and sale contemplated by this Agreement, have been taken or conditions herein containedare otherwise favourable to the completion of such transaction. C. (c) At and prior to the Closing, (i) Closing Date there shall have been no material materially adverse change nor development involving a prospective change in the affairs, assets, liabilities, financial condition or prospects or the business activities, (financial or otherwise, ) of the Company Purchaser from the latest dates as of which such condition is set forth that shown on or reflected in the Offering Materials; (ii) there shall have been no transaction, not Purchaser Audited Financial Statements. 6.4 In the event that any of the conditions contained in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date paragraph 6.3 hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating fulfilled or performed by the Purchaser at or before the Closing Date to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations reasonable satisfaction of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of Vendor then the assets of the Company Vendor shall have been pledged or mortgaged, except as indicated in all the Offering Materials; rights and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, privileges granted to the effect that the conditions set forth in subparagraph (C) above have been satisfied and thatPurchaser under paragraph 6.2, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correctmutatis mutandis. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. 7.1 The Closing shall Purchaser has entered into this Agreement in reliance upon representations, covenants and agreements of the Issuer and the Borrower contained herein, in reliance upon the representations, covenants and agreements to be held contained in the documents and instruments to be delivered at the offices Closing and upon the performance by the Issuer and the Borrower of their obligations hereunder, both as of the Investor or its counsel. The obligations date hereof and as of the Placement Agent hereunder shall Closing Date. Accordingly, the Purchaser’s obligations under this Agreement to purchase, to accept delivery of and to pay for the Bonds will be subject to the continuing performance by the Issuer and the Borrower of their respective obligations to be performed by them hereunder at or prior to the Closing, and to the accuracy in all material respects of the representations representations, covenants and warranties agreements of the Company Issuer and of the Investor Borrower contained herein as of the date hereof and as of the Date of Closing (as if made on the "Closing Date") with respect , and will also be subject to the Company following additional conditions: (a) The Purchaser shall not have discovered any material error, misstatement or omission in the representations and warranties made by either of the Issuer or the InvestorBorrower in this Agreement, as the case may be, as if it had which representations and warranties will be deemed to have been made on again at and as of such the time of the Closing Date; and will then be true in all material respects. (b) This Agreement, the accuracy other Issuer Documents and the Loan Documents each shall have been executed and delivered by each of the parties thereto, shall be in full force and effect on and as of the Closing Date and shall be in form and substance satisfactory to the Purchaser and no event of default shall exist under any such documents, and the Issuer and the Borrower shall have complied with the terms of the statements Issuer Documents and Loan Documents, respectively. 7.2 In addition to the conditions set forth in Section 7.1, the obligations of the officers Purchaser to consummate at the Closing the transactions contemplated hereby are subject to receipt by the Purchaser of the Company made pursuant following items: (a) An opinion of Bond Counsel, dated the Closing Date and addressed to the provisions hereof; Purchaser, substantially in the form set forth in Exhibit C; (b) An opinion of counsel (addressed to the Purchaser and the performance Trustee) or certificate of the Issuer, satisfactory in form and substance to the Purchaser, dated the Closing Date and covering the points identified in Exhibit D; (c) An opinion or opinions of counsel to the Borrower and the Partners, addressed to the Issuer and the Purchaser dated the Closing Date in form and substance reasonably acceptable to Issuer; (d) A certificate of the Borrower, dated the Closing Date and signed by the Company Partners, in form and substance satisfactory to the Purchaser and Bond Counsel, respecting certain tax matters as may be reasonably required by Bond Counsel to enable it to give its opinion; (e) An investor letter in form and substance reasonably acceptable to Issuer; (f) An opinion of counsel to the Trustee or Trustee’s certificate addressed to the Purchaser, covering the points identified in Exhibit E; (g) A properly completed and executed IRS Form 8038; (h) A certified copy of the Resolution and an executed original of each of the Issuer Documents and the Investor on Loan Documents; and (i) Such additional financing statements, legal opinions, certificates and other documents as the Purchaser or Bond Counsel may reasonably deem necessary to evidence the truth and accuracy as of the Closing Date of its covenants the respective representations and obligations hereunder warranties herein contained and to evidence compliance by the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor Issuer and the Placement Agent shall receive the opinion of Counsel to the CompanyBorrower with this Agreement and all applicable legal requirements, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At due performance and satisfaction by either of you at or prior to the Closing, the Investor such time of all agreements then to be performed and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them all conditions then to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of be satisfied by you. 7.3 If any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above Sections 7.1 or 7.2 have not been satisfied and that, as of met on the applicable closingClosing Date, the representations and warranties of the Company set forth herein are true and correctPurchaser may, at its sole option, terminate this Agreement or proceed to Closing upon waiving any rights under this Agreement with respect to any such condition. If this Agreement is terminated pursuant to this Section, no party will have any rights or obligations to any other party, except as provided in Section 10. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at following are conditions precedent to the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder Agents to complete the Closing and of the Purchasers to purchase the Offered Shares at the Closing Time, which conditions the Corporation covenants and agrees to use its best efforts to fulfil within the time set out herein therefor, and which conditions may be waived in writing in whole or in part by the Agents: (a) the Corporation shall be subject have caused its counsel, B▇▇▇▇, C▇▇▇▇▇▇ & G▇▇▇▇▇▇ LLP, to deliver to the Agents legal opinions dated and delivered on the Closing Date, addressed to the Agents, in form and substance satisfactory to the Agents acting reasonably. In connection with such opinions, counsel to the Corporation may rely on the opinions of local counsel in the Qualifying Provinces acceptable to counsel to the Agents, acting reasonably, as to qualification for distribution of the Offered Shares and the Broker’s Warrants or opinions may be given directly by local counsel of the Corporation with respect to those items and as to other matters governed by the laws of jurisdictions other than the province in which they are qualified to practise and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Corporation and others; (b) the Corporation shall have caused its U.S. counsel, J.▇. ▇▇▇▇▇ & Co., to deliver to the Agents legal opinions dated and delivered on the Closing Date, addressed to the Agents and the Purchasers, in form and substance satisfactory to the Agents acting reasonably; (c) the Agents shall have received favourable legal opinions addressed to the Agents from counsel to the Corporation, as applicable, dated as of the Closing Date, in the form and substance satisfactory to the Agents and their counsel, acting reasonably, as to: (i) the Subsidiary having been incorporated or otherwise organized and existing under the laws of its jurisdiction of incorporation or organization, as applicable; (ii) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (iii) as to the authorized and issued share capital of the Subsidiary and to the ownership thereof; (d) the Agents shall have received a favourable legal opinion addressed to the Agents from counsel to the Corporation, as applicable, dated as of the Closing, in the form and substance satisfactory to the Agents and their counsel, acting reasonably, as to title of the Properties and the Corporation’s or the Subsidiary’s interest therein; (e) the Agents shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of the Corporation, or such other officer(s) of the Corporation as the Agents may agree, certifying for and on behalf of the Corporation with respect to: (i) the constating documents of the Corporation; (ii) the resolutions of the Corporation’s board of directors relevant to the Offering and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (f) the Corporation shall cause the Auditors to deliver to the Agents a comfort letter, dated as of the Closing Date, in form and substance satisfactory to the Agents, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing, the information contained in the comfort letter referred to in subsection 4(a)(iii) hereof; (g) the Agents shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Corporation, or such other officers of the Corporation as the Agents may request, certifying for and on behalf of the Corporation, after having made due enquiry and after having carefully examined the Final Prospectus and any Supplementary Material, that: (i) the Corporation has complied in all material respects (except where already qualified by a materiality or Material ‎Adverse Effect qualification, in which case the Corporation has ‎complied in all respects) ‎with all of the covenants and satisfied in all material respects (except where already qualified by materiality, in ‎which case the Corporation has complied in all respects)‎ all of the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) no order, ruling or determination having the effect of ceasing or suspending the trading in the Common Shares or prohibiting the sale of the Offered Shares or any other securities of the Corporation has been issued by any regulatory authority and continuing accuracy in effect and no proceedings for such purpose having been instituted or being pending or, to the knowledge of such officers, contemplated or threatened under any relevant securities laws (including Applicable Securities Laws) or by any regulatory authority; (iii) subsequent to the respective dates as at which information is given in the Final Prospectus, there has not occurred a Material Adverse Effect or any change or development involving a prospective Material Adverse Effect, other than as disclosed in the Final Prospectus or any Supplementary Material, as the case may be; (iv) no material change relating to the Corporation and the Subsidiary, taken as a whole, has occurred since the date hereof with respect to which the requisite material change report has not been filed and no such disclosure having been made on a confidential basis that remains confidential; (h) the Corporation shall have taken such action as the Corporation has reasonably determined is necessary in order to obtain an exemption for, or to qualify the Offered Shares and the Broker Warrants (including the shares issuable upon exercise thereof) for, sale to the Purchasers or Brokers, as applicable, under applicable securities or the blue sky laws of the states of the United States, and shall provide evidence of any such actions taken promptly upon the written request of any Purchaser; (i) the representations and warranties of the Company Corporation contained in this Agreement and in any certificates of the Corporation delivered pursuant to or in connection with this Agreement, are true and correct as at the Closing Time in all material respects (or, ‎in the case of any representation or warranty containing a materiality or Material ‎Adverse Effect qualification, in all respects) as if such ‎representations and warranties were made as at the Closing Time of Closing, after giving ‎effect to the transactions contemplated hereby; (j) all consents, approvals, permits, authorizations or filings as may be required to be made or obtained by the Corporation under Applicable Securities Laws in the Qualifying Jurisdictions necessary for the offer and sale of the Offered Shares, the execution and delivery of this Agreement and the Investor herein as consummation of the date hereof and transactions contemplated hereby, will have been made or obtained, as applicable (other than, in respect of the Date Offering, the filing of Closing (reports required under Applicable Securities Laws in the "Qualifying Jurisdictions within the prescribed time periods and the filing of standard documents with the CSE, OTC, SEC, and U.S. Registration States which documents will be filed as soon as practicable after the Closing Date", and, in any event, within such deadline as may be imposed by such Securities Laws or the CSE, OTC, SEC, and U.S. Registration States) with respect and the Agents will have received copies of correspondence indicating that the Corporation has made all of the necessary filings for the issuance and listing of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants, subject only to the Company Standard Listing Filings; (k) the Agents shall have completed and be satisfied, in their sole discretion, with the results of its due diligence investigations regarding the Corporation, its business, operations and financial condition and market conditions at the Closing Time; (l) the Agents shall have received a certificate from Capital Transfer Agency ULC as to the number of Common Shares issued and outstanding as at the date immediately prior to the Closing Date; (m) the Agents shall have received a certificate of status (or the Investorequivalent) in respect of the Corporation and the Subsidiary issued by the appropriate regulatory authority in each jurisdiction in which the Corporation and the Subsidiary are incorporated, amalgamated or continued, as the case may be, as if it had been made on and as of such which certificate shall be dated no more than two Business Days prior to the Closing Date; ; (n) the accuracy on and as Agents shall have received duly executed copies of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be Broker Warrant Certificates in form and substance reasonably satisfactory to the InvestorAgents, their counsel acting reasonably; and (o) each of the directors and executive officers of the Placement Agent. B. At or prior Corporation shall have delivered to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any Agents a signed copy of the representations, warranties or conditions herein containedForm of Lock-Up Agreement attached hereto as Schedule “A”. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent parties hereunder shall at all times be subject to the continuing continued accuracy of the all representations and warranties of the Company and the Investor parties contained herein as of the date hereof though such representations and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it warranties had been made on at and as of such Closing Datetimes, and the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SEC; and all requests for additional information on the accuracy on and as part of the SEC shall have been complied with; (b) SSB shall have received an opinion of W▇▇▇▇▇▇ ▇▇▇▇ & G▇▇▇▇▇▇▇▇, dated the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and (as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreementdefined in Paragraph 7 below), the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investorit, their counsel and the Placement Agent. B. At or prior to the Closing, effect that: (i) The Partnership has been duly formed and is validly existing as a limited partnership under the Investor Partnership Law with full partnership power and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them authority to review or pass upon the matters referred to in carry out its obligations under this Agreement and the Offering MaterialsPartnership Agreement, or and to conduct its business as described in order the Prospectus, and, to evidence the accuracy, completeness or satisfaction of any best of the representationsknowledge of such counsel, warranties the Partnership conducts no business and owns or conditions herein contained.leases no properties which would require it to qualify to do business as a foreign organization in any jurisdiction; C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have The offer and sale of the Units has been no transaction, not duly authorized by the Partnership and the Units constitute valid limited partnership interests in the ordinary course of business except the transactions pursuant Partnership which conform to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed description thereof contained in the Offering Materials or to Prospectus; and the Placement Agent in writing; (iii) except liability of each limited partner will be limited as set forth in the Offering MaterialsProspectus, and no limited partner will be subject to personal liability for the Company shall debts, obligations, or liabilities of the Partnership by reason of his being a limited partner, other than as described in the Prospectus; (iii) The offer and sale of the Units and the compliance by the Partnership with all of the provisions of this Agreement will not be conflict with or result in default under any provision a breach of any instrument relating of the terms or provisions of the Partnership Certificate or Partnership Agreement, or, to the best of the knowledge of such counsel, any outstanding indebtedness for agreement to which the Partnership is a waiver party or extension has not been otherwise received; by which it is bound; (iv) except as set forth in To the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations best of the Company (contingent or otherwise) and trade payable debt; (v) no material amount knowledge of the assets of the Company shall have been pledged or mortgagedsuch counsel, except as indicated in the Offering Materials; and (v) there is no action, suit suit, litigation or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened proceeding before or by any court or federal or state commission, board or other administrative governmental agency, domestic federal, state or foreignlocal, wherein an unfavorable decisionpending or threatened against, ruling or finding could affecting or involving the property or business of SBFM, or the business of the Partnership, that would materially and adversely affect the businessescondition (financial or otherwise), business or prospects of SBFM or financial condition or income of the CompanyPartnership; and (v) The Registration Statement has become effective under the Act, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closingand, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as best of the applicable closingknowledge of such counsel, no stop order suspending the representations and warranties effectiveness of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) Registration Statement has been issued nor has any check, note, draft or other means of payment proceeding for the Common Stock will be honored, paid issuance of such an order been initiated or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorthreatened.

Conditions of Closing. The Closing shall be held at In addition to the offices other terms and provisions of this Agreement which give Buyer the Investor or its counsel. The obligations of right to terminate this Agreement and the Placement Agent hereunder Escrow created hereto, Buyer’s obligation to purchase the Property from Seller shall be subject to the continuing accuracy occurrence and/or satisfaction of the following conditions (or Buyer’s written waiver thereof, it being agreed that Buyer may waive any or all of such conditions): (a) Completion of the Asset; (b) Buyer has received from FedEx an Estoppel Certificate, dated after “Substantial Completion” and the “Commencement Date” (as such terms are defined in the Lease) addressed to Buyer in the form and substance required under the Lease (the “FedEx Estoppel”), which FedEx Estoppel shall evidence that FedEx has accepted the Property and begun paying rent thereunder and does not disclose any new material adverse facts about the Lease or FedEx’s rights thereunder that were not previously disclosed to Buyer prior to Completion of the Asset ; (c) Reciept by Buyer of final, unconditional lien waivers from all contractors and subcontractors for the Improvements evidencing full and complete payment for all work in connection with the Improvements; (d) Receipt by Buyer of an updated Survey pursuant to Section 13(o) below; (e) Receipt of any and all third-party consents needed to allow Seller to assign the contracts set forth in the Assignment of Contracts; (f) The Title Company is unconditionally prepared and committed to issue the Title Policy insuring title to the Property vested in Buyer or its nominee in the amount of the Purchase Price, subject only to the approved Condition of Title; (g) As of the Close of Escrow, Seller shall have performed all of the obligations required to be performed by Seller under this Agreement; and (h) All representations and warranties of the Company made by Seller to Buyer in this Agreement shall be true and the Investor herein correct in all material respects as of the date hereof and as Close of Escrow. If any of the Date of Closing (foregoing are not satisfied or waived by Buyer, Buyer shall have the "Closing Date") with respect to the Company or the Investorright, as the case may beits sole and exclusive remedy (other than due to a default by Seller), as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in terminate this Agreement and the Offering MaterialsEscrow created pursuant hereto, or in order which event the Deposit and the Additional Deposit together with all interest accrued thereon, shall immediately be refunded to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At Buyer and prior to the Closing, (i) there thereafter neither party shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or further obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgagedhereunder, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialsotherwise herein provided. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. IN FAVOUR OF THE INVESTOR ----------------------------------------------- The Closing shall be held at following are the offices conditions of the Investor or its counsel. The obligations Investor's obligation to close the purchase of the Placement Agent hereunder shall Convertible Notes and Warrants as contemplated hereby, which conditions are for its sole benefit and may be subject waived in writing in whole or in part and which conditions the Company covenants to exercise its best efforts to have fulfilled at or prior to the continuing accuracy Time of Closing: (a) the Company will have made and/or obtained all necessary filings, approvals, consents and acceptances of the representations appropriate regulatory authorities and warranties stock exchanges required to be obtained by the Company prior to the Closing Date; (b) the common shares (the "Subject Securities") underlying the Convertible Notes and Warrants shall have been conditionally approved for listing on the TSE and the TSE shall have confirmed either orally or in writing that the Subject Securities will, as soon as possible following their issue, be posted or listed for trading on the TSE; (c) the Company's directors shall have authorized and approved this agreement, each of the Indentures, the issuance of the Convertible Notes, the Warrants and the Subject Securities and all matters related thereto; (d) the Company shall have delivered to the Investor the Convertible Notes and Warrants in accordance with the terms of this agreement and the Note Indenture and the Warrant Indenture; (e) the Investor shall have received a certificate, dated the Closing Date, signed by an officer of the Company and certifying (i) that attached thereto is a true, correct and complete copy of resolutions duly adopted by the Investor herein as directors of the date hereof Company referred to in paragraph (c) above and as of (ii) the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements incumbency of the officers of executing the closing documents; (f) it shall be the case that, and the Company made pursuant will deliver to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company and signed by an executive officer and chief financial officer, dated as on behalf of the applicable ClosingCompany by Marc J. Oppenheimer addressed to the Investor and ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇ate, in form satisfactory to counsels to the Investor, certifying that: (i) no order ceasing or suspending trading in any Securities of the Company or prohibiting the sale of the Convertible Notes, the Warrants, the Subject Securities or any of the Company's issued securities has been issued and no proceedings for such purpose are pending or, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as knowledge of the applicable closingsigner, threatened; (ii) there has not been any disruption in the market for the Common shares of the Company (including, but not limited to, a material decrease in the trading price or trading volume of the common shares) or the United States stock markets as a whole since June 30, 2002; (iii) the representations and warranties of the Company set forth herein are and in each Indenture shall be true and correct.correct in all material respects as of the date when made and as of the Closing Date as though made on and as of such date; E. The Placement Agent (iv) the Company has performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this agreement and each Indenture to be performed, satisfied or complied with by the Company at or prior to the Closing Date, and, for greater certainty, there is no event of default under the Note Indenture or an event which, with the passage of time or the giving of notice or both, would constitute an event of default or default, as the case may be, under an Indenture; (v) there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, condition, affairs, prospects, operations, assets, liabilities (contingent or otherwise) or capital of the Company and its subsidiaries taken as a whole since June 30, 2002, and (vi) the Company is a "reporting issuer" not in default under the securities laws of Ontario and has timely filed all forms and reports under the Exchange Act required to be filed by it since it has become subject to the periodic reporting requirements thereunder and there is no material change in the affairs of the Company which presently requires disclosure under applicable securities laws which has not been so disclosed and no such disclosure has been made on a confidential basis which has not been subsequently disclosed; (g) the Investor shall have no obligation completed to insure that its reasonable satisfaction its periodic due diligence investigations of the Company; and (xh) any check, note, draft or other means of payment for the Common Stock Company will have caused a favourable legal opinion to be honored, paid or enforceable against delivered by its counsel(s) with respect to such matters as the Investor may reasonably request relating to this transaction, acceptable in all reasonable respects to the Investor's counsels, including, without limitation, that: (i) this agreement has been duly authorized, executed and delivered by the Company and is legally binding upon the Company and enforceable in accordance with its termsterms (subject to usual assumptions and qualifications); (ii) the Convertible Notes and Warrants issuable hereunder have been validly created and issued and have the attributes and characteristics contemplated by this agreement; (iii) the execution and delivery of each of the Indentures have been duly authorized by the Company and are each valid and binding agreements upon the Company and upon CIBC Mellon, or enforceable in accordance with its terms (y) subject to the performance usual assumptions and qualifications) and CIBC Mellon has been duly appointed as trustee under the Note Indenture and warrant agent under the Warrant Indenture; (iv) the Subject Securities have been validly allotted and will be issued as fully paid and non-assessable upon conversion or exercise of the Placement Agent's obligations Convertible Notes and Warrants, respectively, in accordance with their terms; (v) the TSE has approved the issuance of the Convertible Notes, Warrants and Subject Securities and the accuracy Subject Securities have been conditionally approved for listing on the TSE; (vi) the issue and sale of the Placement Agent's representations Convertible Notes and warranties hereunderWarrants have been properly effected in such a manner as to be exempt, either by statute or regulation or order, from the prospectus requirements of Ontario securities laws; (1vii) the Offering is issuance of Common Shares upon the exercise of such Convertible Notes and Warrants in accordance with their terms will in each case be registered or exempt from the prospectus and registration requirements of the 1933 Act or any applicable state "Blue Sky" law or securities laws of Ontario and of the United States; and (2viii) the Investor Company has been duly incorporated and is an Accredited Investorvalidly subsisting under the laws of Canada and has the corporate power and capacity to own its properties and assets and to carry on its business it is as presently carried on. In giving the opinions contemplated above, counsel(s) to the Company shall be entitled to rely, where appropriate, upon local counsel and shall be entitled, as to matters of fact not within their knowledge, to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts and their accuracy.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder (a) Buyer's obligation to close this transaction shall be subject to the continuing accuracy occurrence and/or satisfaction of the following conditions, as applicable to the Closing in question: (1) Buyer has received (or has waived as provided herein) the Tenant Estoppel Certificates or Seller's Certificates, and the Lender Estoppel Certificates, in each case complying with the requirements of this Agreement. (2) The Title Company is committed to issue the Title Policies insuring title to each Property vested in Buyer or its nominee in the amount specified in Section 4 in the approved Condition of Title with respect to each Property. (3) As of the Close of Escrow, Seller shall have performed all of the obligations required to be performed by Seller under this Agreement. (4) All representations and warranties of the Company made by Seller to Buyer in this Agreement shall be materially true and the Investor herein correct as of the date hereof Close of Escrow. (5) No law or order shall have been enacted, entered, issued, promulgated or enforced by any governmental entity which prohibits or restricts the transactions contemplated by this Agreement. No governmental entity shall have notified any party to this Agreement that consummation of the transactions contemplated by this Agreement would constitute a violation of any law of any jurisdiction or that it intends to commence proceedings to restrain or prohibit such transactions or force divesture or rescission, unless such governmental entity shall have withdrawn such notice and abandoned any such proceedings prior to the time which otherwise would have been the Closing Date. (6) The issuance of the Acquisition Common Stock shall have been approved by the requisite vote of the stockholders of Buyer. (7) The Acquisition Common Stock shall have been approved for listing on the NYSE. (b) Seller's obligation shall be subject to the occurrence and/or satisfaction of the following conditions, as applicable to the Closing in question: (1) As of the Close of Escrow, Buyer shall have performed all of the obligations required to be performed by Buyer under this Agreement. (2) All representations and warranties made by Buyer to Seller in this Agreement shall be materially true and correct as of the Date Close of Escrow. (3) Seller shall have received an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel for Buyer, substantially in the form of EXHIBIT I. In rendering the foregoing opinion, such counsel may rely as to factual matters upon certificates or other documents furnished by directors and officers of Buyer and by governmental officials, and upon such other documents as such counsel deem appropriate as a basis for such opinion. Such counsel may specify the jurisdictions as such counsel deem appropriate as a basis for such opinion. Such counsel may specify the jurisdictions in which they are admitted to practice in any other jurisdiction and are not experts in the law of any other jurisdiction. To the extent such opinion concerns the laws of any other such jurisdiction, such counsel may either provide an opinion of counsel admitted to practice in such jurisdiction (which counsel shall be reasonably acceptable to Seller) in lieu of its own opinion or rely upon the opinion of such counsel. Seller hereby agrees that the firm of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ is acceptable to Seller for purposes of providing such opinions involving the laws of the State of Maryland. To the extent that any opinion rendered by counsel admitted to practice in another jurisdiction or relied upon by ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., including any exception or limitation thereto, is materially different from the opinion to be delivered to Seller at the Closing by ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., such opinion shall be reasonably satisfactory to Seller and a copy of such opinion shall be delivered to Seller at Closing. (4) No law or order shall have been enacted, entered, issued, promulgated or enforced by any governmental entity which prohibits or restricts the "transactions contemplated by this Agreement. No governmental entity shall have notified any party to this Agreement that consummation of the transactions contemplated by this Agreement would constitute a violation of any law of any jurisdiction or that it intends to commence proceedings to restrain or prohibit such transactions or force divesture or rescission, unless such governmental entity shall have withdrawn such notice and abandoned any such proceedings prior to the time which otherwise would have been the Closing Date". (5) with respect The issuance of the Acquisition Common Stock shall have been approved by the requisite vote of the stockholders of Buyer. (6) The Acquisition Common Stock shall have been approved for listing on the NYSE. (7) No event shall have occurred and no set of circumstances shall exist which could reasonably be expected to have a Material Adverse Effect. (c) If Closing has not occurred: (1) as to Group A, within 120 days from the Company or Opening of Escrow; (2) as to Group B, within 120 days from the Investor, as Opening of Escrow plus the case may be, as if it had been made on and as number of such Closing Date; the accuracy on and as of days to which the Closing Date of the statements of the officers of the Company made for Group B is extended pursuant to the provisions hereofSection 1.(d); and the performance by the Company and the Investor on and (3) as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution AgreementGroup C, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of within 120 days from the date thereofthe Group C Notice is given, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At then either Seller or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it Buyer may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in terminate this Agreement and the Offering Materials, or in order to evidence Escrow by notifying the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving other; PROVIDED that a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, party may not in the ordinary course of business except the transactions pursuant to the Securities Purchase so terminate this Agreement entered into by the Company on the date hereof which if Closing has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in occurred because of such party's default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialshereunder. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing No party hereto shall be held at the offices required to consummate any of the Investor transactions described herein unless at Closing, (a) The waiting period under the HSR Act shall have expired or been terminated. (b) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its counsel. The obligations subsidiaries taken as a whole or which questions the validity or legality of the Placement Agent hereunder transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby. (c) Purchaser shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White and ▇▇▇▇▇, P.A., as to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that the transfer of the Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellers, and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be subject executed and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the continuing accuracy of Closing Date, the representations and warranties of the Company Sellers contained in this Agreement and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company in any certificate or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on other writing delivered by Sellers pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of the statements of the officers of the Company made pursuant such time and Purchaser shall have received a certificate signed by Sellers to the provisions hereof; foregoing effect. (g) In the case of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, the representations and the performance warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by the Company and the Investor on Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date of its covenants as if made at and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form such time and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent Sellers shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive received a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, Purchaser to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correctforegoing effect. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor May ▇▇▇▇▇ or its counsel. The obligations of the Placement Agent May ▇▇▇▇▇ hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon At the effectiveness of a registration statement covering the Standby Equity Distribution AgreementClosing, the Investor and the Placement Agent May ▇▇▇▇▇ shall receive the opinion of Counsel to the Company▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., dated as of the date thereofof the Closing, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agentfor May ▇▇▇▇▇. B. At or prior to the Closing, the Investor and the Placement Agent counsel for May ▇▇▇▇▇ shall have been furnished such documents, certificates and opinions as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement business, entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent May ▇▇▇▇▇ in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent At Closing, May ▇▇▇▇▇ shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. (a) Upon the effectiveness of a registration statement covering in accordance with the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion opinions of Counsel to the CompanyCompany and of the Investor, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, the Company, their counsel and the Placement Agent. B. (b) At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. (c) At and prior to the Closing, : (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Investment Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (vvi) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and (d) At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (Cc) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at This subscription is subject to acceptance by the offices Corporation (as described below) and the receipt of the Investor or its counselconsents from certain prior investors. The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Placement Agent Corporation hereunder shall be subject to are conditional on the continuing accuracy of the representations and warranties of the Company and the Investor herein Subscriber contained in this subscription agreement as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investorthis subscription agreement, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company Time as if made pursuant to the provisions hereof; and the performance by the Company and the Investor on at and as of the Closing Date Time, and the fulfillment of its covenants the following additional conditions as soon as possible and obligations hereunder and in any event not later than the Closing Time unless other arrangements acceptable to the following further conditionsCorporation have been made: A. Upon (a) the effectiveness of a registration statement covering Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as approval of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require TSX) required for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any completion of the representations, warranties or conditions herein contained.transaction contemplated by this subscription agreement; C. At and prior to the Closing, (ib) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth Corporation contained herein are being true and correct.correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; E. The Placement Agent shall (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing; (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have no obligation been complied with, this completed subscription agreement has been delivered to insure that (x) any checkthe Corporation and accepted by the Corporation and, noteunless other arrangements acceptable to the Corporation have been made, draft or other means the aggregate subscription proceeds representing the principal amount of payment Debentures subscribed for the Common Stock will be honored, hereunder have been paid or enforceable against the Investor in accordance with its termsSection 7 hereof, or (y) subject unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing Debentures subscribed for hereunder will be available for delivery to the performance Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the Placement Agent's obligations and the accuracy closing of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorits Offering.

Conditions of Closing. (1) The Closing shall be held at obligation of each Purchaser to complete the offices of the Investor or its counsel. The obligations of the Private Placement Agent hereunder shall be is subject to the continuing accuracy satisfaction, on or before the Closing Date, of the following conditions being satisfied in full which conditions are for the exclusive benefit of each Purchaser, any of which may be waived with respect to such Purchaser, in whole or in part, by such Purchaser on its own behalf, in its sole and absolute discretion, without prejudice to its right to rely on any other or others of them: (a) the representations and warranties of the Company and Corporation contained in Section 3.01 will be true in all material respects on the Investor herein Closing Date with the same effect as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been though made on at and as of such Closing Date; the accuracy on date, except that representations and warranties with materiality qualifiers shall be true in all respects and except for representations and warranties that speak as of specific prior dates; (b) each of the acts and undertakings of the Corporation to be performed on or before the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; terms of this Agreement will have been duly performed by them; (c) since the date of execution of this Agreement, there will have been no change in business, operations, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), ownership or condition (financial or otherwise) or results of operations of the Corporation and its Subsidiaries that would be reasonably expected to have a Material Adverse Effect; (d) the Corporation will have obtained Exchange Approval in a form acceptable to the Purchasers, acting reasonably, subject only to the filing, after the Closing Date, of documents customary for similar transactions and the performance by payment of any applicable listing fees; (e) all of the Company Class B Shares will have been converted into Common Shares in accordance with the Corporation’s Constating Documents so that no Class B Shares will be issued or outstanding; (f) the Corporation and the Investor on Purchasers will have entered into the Registration Rights Agreement; (g) ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and as ▇▇▇▇▇ ▇▇▇▇▇▇ (collectively, the “Founders”) will have executed a consent pursuant to Section 4 of the Closing Date of its covenants Nominating and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Voting Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in a form and substance reasonably satisfactory to the InvestorPurchasers, acting reasonably; and (h) the Founders will have executed a waiver or amendment in accordance with Section 5.5 of the Shareholders’ Agreement and confirmed their counsel and respective registration rights thereunder in relation to the Placement AgentPurchasers, all in a form satisfactory to the Purchasers, acting reasonably. B. At or prior (2) The obligations of the Corporation to complete the Private Placement are subject to the Closingsatisfaction, on or before the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwiseClosing Date, of the Company from following conditions being satisfied in full which conditions are for the latest dates as exclusive benefit of the Corporation any of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into may be waived by the Company on the date hereof which has not been disclosed Corporation, in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law whole or in equitypart, against the Company without prejudice to its rights to rely on any other or affecting any others of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials.them; D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (Ca) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any checkPurchasers contained in Section 3.02, note, draft or other means of payment for the Common Stock will be honoredtrue in all material respects on the Closing Date with the same effect as though made at and as of such time, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's except that their representations and warranties hereunder, with materiality qualifiers shall be true in all respects and except for representations and warranties that speak as of specific prior dates; (1b) each of the acts and undertakings of the Purchasers to be performed on or before the Closing Date pursuant to the terms of this Agreement will have been duly performed by it; (c) the Offering is exempt from Corporation will have obtained Exchange Approval, subject only to the registration requirements filing, after the Closing Date, of documents customary for similar transactions and the payment of applicable listing fees; and (d) the successful conversion of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited InvestorClass B Shares into Common Shares.

Conditions of Closing. The Closing shall be held at the offices In consideration of the Investor or Manager accepting this Subscription Agreement and conditional thereon, the Subscriber on its counsel. The obligations behalf and, if applicable, on behalf of others for whom it is contracting under this Subscription Agreement: (a) agrees to complete, execute and deliver and agrees to cause any purchaser for whom it is acting to complete, execute and deliver to the Manager all relevant documents required by applicable securities legislation, as the sale of the Placement Agent hereunder shall Units will not be qualified by a prospectus or similar document filed in any jurisdiction and the Units will be subject to resale restrictions under such securities legislation and related policies; (b) understands that if the continuing accuracy Subscriber is not purchasing the Units as principal for its own account, in the absence of an available exemption, each beneficial purchaser who is acquiring the Units as principal for its own account must ensure the availability of an exemption from the prospectus requirements of applicable securities legislation with respect to such purchase, and each such purchaser, and not the Subscriber (unless the Subscriber is an authorized agent with power to sign on behalf of the representations beneficial purchaser), must execute all relevant documentation, including this Subscription Agreement and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") all documentation required by applicable securities legislation with respect to the Company Units being acquired by each such purchaser as principal; (c) acknowledges that there is no market for the Units, and that their transfer or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made resale is subject to certain restrictions pursuant to the provisions hereof; Declaration of Trust and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions:applicable laws; A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (id) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect agrees that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement AgentSubscriber's representations and warranties hereunder, (1) contained in Section 3 of this Subscription Agreement and in the Offering is exempt from applicable schedules hereto must be true and correct at the registration requirements closing of the 1933 Act purchase and sale of the Units as if made at such time and date, having given effect to the transactions contemplated by this Subscription Agreement; (e) acknowledges that the Subscriber has been provided with and has reviewed a copy of the Principal Documents and in purchasing the Units has relied solely on the Principal Documents and not upon any oral or written representation as to any fact or otherwise made by or on behalf of the Fund, the Manager or any associate or affiliate of the Manager, or any other person; (f) acknowledges that the Units have not been and will not be registered under any Canadian or United States securities laws; (g) acknowledges that the Subscriber has been advised to consult its own legal, investment and tax advisors with respect to the merits and risks of investment in the Units and applicable state "Blue Sky" law resale restrictions; (h) acknowledges that the Subscriber is responsible for obtaining such legal advice as the Subscriber considers appropriate in connection with the execution, delivery and performance by the Subscriber of this Subscription Agreement and the transactions contemplated hereby; (i) acknowledges that the offer made by this Subscription Agreement is irrevocable but does not require acceptance by the Manager; and (j) acknowledges that no agency, governmental authority, regulatory body, stock exchange or (2) other entity has made any finding or determination as to the Investor is an Accredited Investormerit of investment in, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Units or the Principal Documents.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of each of the Placement Agent parties hereunder shall be are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect other parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such other parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) At the Initial Closing Time and each Subsequent Closing Time no order suspending the effectiveness of a registration statement covering the Standby Equity Distribution AgreementRegistration Statement shall have been issued under the 1933 Act or proceeding therefor initiated or threatened by the SEC and no objection to the content thereof shall have been expressed or threatened by the CFTC or NFA. (b) At the Initial Closing Time, the Investor Sidley & Austin, counsel to CISI and the Placement Agent Trust, shall receive deliver to all the opinion of Counsel to the Companyparties hereto its opinion, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to each of the Investorparties hereto, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained.effect that: C. At and prior to the Closing, (i) there The Certificate of Trust pursuant to which the Trust has been formed and the Declaration and Agreement of Trust each provides for the subscription for and sale of the Units; all action required to be taken by the Managing Owner and the Trust as a condition to the subscription for and sale of the Units to qualified subscribers therefor has been taken; and, upon payment of the consideration therefor specified in the accepted Subscription Agreements and Powers of Attorney, the Units will constitute valid beneficial interests in the Trust and each subscriber who purchases Units will become a Unitholder, subject to the requirements (x) that each such purchaser shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activitiesduly completed, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant executed and delivered to the Securities Purchase Trust a Subscription Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or and Power of Attorney relating to the Placement Agent in writing; Units purchased by such party, (iiiy) except that such purchaser meets all applicable suitability standards as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; Prospectus and (vz) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of such purchaser in the Company set forth herein Subscription Agreement and Power of Attorney are true and correct. E. (ii) The Placement Agent shall Trust is a business trust duly organized pursuant to the Certificate of Trust, the Declaration and Agreement of Trust and the Trust Act and validly existing under the laws of the State of Delaware with proper power and authority to conduct the business in which it proposes to engage as described in the Prospectus; the Trust has filed a certificate of assumed name in the State of Illinois pursuant to 805 I.L.C.S. 405/1 and need not effect any other filings or qualifications under the laws of the United States in order to preserve the status of the Trust as a business trust or to enable the Trust to perform its obligations under the Trading Advisory Agreement and this Agreement and to conduct the business in which it proposes to be engaged as described in the Prospectus. (iii) CISI is duly organized and validly existing and in good standing as a corporation under the laws of the State of Delaware with corporate power and authority to act as managing owner of the Trust, and is qualified to do business and is in good standing as a foreign corporation in the State of Illinois and in each other jurisdiction in which the failure to so qualify might, in its opinion, reasonably be expected to result in material adverse consequences to the Trust. CISI has full corporate power and authority to perform its obligations as described in the Registration Statement and Prospectus. (iv) Each of CISI (including the principals, as defined in the Commodity Act, of CISI) and the Trust has all Federal and state governmental and regulatory licenses and approvals and has received or made all filings and registrations with Federal and state governmental and regulatory agencies necessary in order for each of CISI and the Trust to conduct its business as described in the Registration Statement and Prospectus, and, to the best of their knowledge, none of such approvals, licenses or registrations have no obligation to insure been rescinded or revoked. (v) Each of the Declaration and Agreement of Trust, the Escrow Agreement, the FX Agreement, the Trading Advisory Agreement, the Customer Agreement and this Agreement has been duly and validly authorized, executed and delivered by or on behalf of CISI or the Trust, as the case may be, and assuming that such agreements are legal, valid and binding on the other parties hereto and thereto, each of the Declaration and Agreement of Trust, the Escrow Agreement, the Trading Advisory Agreement, and this Agreement constitutes a legal, valid and binding agreement of CISI or the Trust (xas the case may be) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (vi) The execution and delivery of this Agreement, the Declaration and Agreement of Trust, the Escrow Agreement, the FX Agreement, and the Trading Advisory Agreement and the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated herein and therein and in the Prospectus will not be in contravention of any of the provisions of CISI's certificate of incorporation or by-laws, or the Declaration and Agreement of Trust, and, to their knowledge, will not constitute a breach of, or default under, any instrument by which CISI or the Trust is bound or any order, rule or regulation applicable to CISI or the Trust of any court or any governmental body or administrative agency having jurisdiction over CISI or the Trust. (vii) To their knowledge, there are no actions, claims or proceedings pending or threatened in any court or before or by any governmental or administrative body, nor have there been any such suits, claims or proceeding within the last five years, to which CISI (or any principal of CISI) or the Trust is or was a party, or to which any of their assets is or was subject, which are required to be, but are not disclosed in, the Registration Statement or Prospectus or which might reasonably be expected to materially adversely affect the condition (financial or otherwise), business or prospects of CISI or the Trust. (viii) No authorization, approval or consent of any governmental authority or agency is necessary in connection with the subscription for and sale of the Units, except such as may be required under the 1933 Act, the Commodity Act, NFA compliance rules or applicable securities or "Blue Sky" laws. (ix) The terms and provisions of the Declaration and Agreement of Trust, the Customer Agreement, the FX Agreement, the Customer Agreement, the Trading Advisory Agreement and this Agreement conforms in all material respects to descriptions thereof contained in the Prospectus. (x) The Registration Statement is effective under the 1933 Act and, to the best of their knowledge, no proceedings for a stop order are pending or threatened under Section 8(d) of the 1933 Act. (xi) At the time the Registration Statement initially became effective and at the time any post-effective amendment thereto became effective, the Registration Statement, and at the time the Prospectus and any amendments or supplements thereto were first issued, the Prospectus, complied as to form in all material respects with the requirements of the 1933 Act, the SEC Regulations under the 1933 Act and CFTC regulations. Nothing has come to their attention that would lead them to believe that with respect to CISI, the Lead Selling Agent or CISFS (a) at the time the Registration Statement initially became effective and at the time any post-effective amendment thereto became effective, the Registration Statement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (yb) subject the Prospectus as first issued or as subsequently issued or at the Initial Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that such counsel need express no opinion (A) as to the financial statements, notes thereto and other financial or statistical data set forth in the Registration Statement and Prospectus or (B) as to any performance of data set forth in the Placement Agent's obligations Registration Statement, and Prospectus, including Appendix I (and the notes thereto) in the Registration Statement and Prospectus, except that such counsel shall opine, without rendering any opinion as to the accuracy of the Placement Agent's representations information in Appendix I, that such Appendix I complies as to form in all material respects with applicable CFTC rules. (xii) Such counsel confirm their opinion, a form of which appears as Exhibit 8.01 to the Registration Statement, that the summary of Federal income tax consequences to Unitholders set forth under the caption "Federal Income Tax Consequences" in the Prospectus accurately describes the material tax consequences set forth therein and warranties hereunderthat such counsel further confirm their advice to CISI explicitly set forth therein and in such Exhibit 8.01. (xiii) To their knowledge, (1a) there are no contracts, indentures, mortgages, loan agreements, leases or other documents of a character required to be described or referred to in the Offering Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement other than those described or referred to therein or filed as exhibits thereto, and with respect to the existing contracts, indentures, mortgages, loan agreements, leases and other documents so described, referred to or filed, the descriptions thereof, references thereto or copies so filed are correct in all material respects, and (b) no material default on the part of CISI or the Trust exists in the due performance or observance of any material obligation, agreement, covenant or condition contained in any contract or lease so described or filed. (xiv) Assuming operation in accordance with the Prospectus, the Trust, at Closing Time, is exempt from not an "investment company" as that term is defined in the registration requirements Investment Company Act of 1940, as amended. In rendering the 1933 Act or any applicable state "Blue Sky" law or (2) opinions set forth above, Sidley & Austin may rely, as to matters of Delaware law, upon the Investor is an Accredited Investoropinion of Messrs. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, Wilmington, Delaware, and as to matters relating to CISI, the Lead Selling Agent and CISFS on internal counsel to ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇.

Conditions of Closing. The Closing shall be held at This subscription is subject to acceptance by the offices of the Investor or its counselCorporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval for the offering and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Placement Agent Corporation hereunder shall be subject to are conditional on the continuing accuracy of the representations and warranties of the Company and the Investor herein Subscriber contained in this subscription agreement as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investorthis subscription agreement, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company Time as if made pursuant to the provisions hereof; and the performance by the Company and the Investor on at and as of the Closing Date Time, and the fulfillment of its covenants the following additional conditions as soon as possible and obligations hereunder and in any event not later than the Closing Time unless other arrangements acceptable to the following further conditionsCorporation have been made: A. Upon (a) the effectiveness of a registration statement covering Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as approval of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require TSX) required for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any completion of the representations, warranties or conditions herein contained.transaction contemplated by this subscription agreement; C. At and prior to the Closing, (ib) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth Corporation contained herein are being true and correct.correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; E. The Placement Agent shall (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing; and (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have no obligation been complied with, this completed subscription agreement has been delivered to insure that (x) any checkthe Corporation and accepted by the Corporation and, noteunless other arrangements acceptable to the Corporation have been made, draft or other means the aggregate subscription proceeds representing the principal amount of payment Debentures subscribed for the Common Stock will be honored, hereunder have been paid or enforceable against the Investor in accordance with its termsSection 7 hereof, or (y) subject unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the performance Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the Placement Agent's obligations and the accuracy closing of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorits Offering.

Conditions of Closing. (a) The Purchaser’s obligation to purchase the Purchaser’s Shares at the Closing Time shall be held conditional upon the fulfillment at or before the offices Closing Time of the Investor or its counsel. The obligations following conditions: (i) the Purchaser shall have received evidence that the conditional approval of the Placement Agent hereunder shall be Stock Exchange (subject to the continuing accuracy fulfillment of customary post-closing conditions) have been obtained by the Corporation in order to complete the Offering and the issuance of the Preferred Shares; (ii) the Corporation shall have received disinterested approval of its Board of Directors; (iii) this Subscription Agreement and the certificates representing the Preferred Shares shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Purchaser, acting reasonably; (iv) the Purchaser shall have received a certificate, dated as of the Closing Date, signed by the Secretary of the Corporation, or such other officer of the Corporation as the Purchaser may agree, certifying for and on behalf of the Corporation, to the best of the knowledge, information and belief of the person so signing (without personal liability), that: (1) the representations and warranties of the Company Corporation contained herein are true and correct as at the Investor herein as of Closing Time, with the date hereof same force and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, effect as if it had been made on and as at the Closing Time after giving effect to the transactions contemplated hereby; (2) the Board of Directors has authorized the designation of the Preferred Shares and approved the transaction contemplated herein and such resolutions are in full force and effect as at the Closing Date; and (3) the accuracy on and as holders of 66% of the Closing Date Class 3 Preference Shares have approved the designation and issuance of the statements Preferred Shares; (v) the Purchaser shall have received a customary opinion of counsel for the Corporation in a form mutually agreeable to the parties; and (vi) the Corporation shall have waived all applicable anti-takeover measures under the Corporation’s charter documents and applicable law. (b) The Corporation’s obligation to issue the Purchaser’s Shares at the Closing Time shall be conditional upon the fulfillment at or before the Closing Time of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor (i) this Subscription Agreement and the Placement Agent certificates representing the Preferred Shares shall receive have been executed and delivered by the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be parties thereto in form and substance reasonably satisfactory to the InvestorCorporation, their counsel and acting reasonably; (ii) the Placement Agent. B. At or prior Corporation shall have obtained conditional approval of the Stock Exchange (subject to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose fulfillment of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or customary post-closing conditions) in order to evidence complete the accuracy, completeness or satisfaction of any Offering and the issuance of the representations, warranties or conditions herein contained.Preferred Shares; and C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent Corporation shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth Purchase Price in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correctimmediately available funds. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of each of the Placement Agent parties hereunder shall be are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect other parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such other parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) If requested by the effectiveness of Selling Agent, MLAI shall deliver a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel certificate to the Company, dated effect that: (i) the representations and warranties of MLAI contained herein are true and correct with the same effect as though expressly made at the Initial Closing Time and in respect of the Memorandum as in effect at the Initial Closing Time; and (ii) MLAI has performed all covenants and agreements herein contained to be performed on its part as of or prior to the date thereofInitial Closing Time. (b) As of the Initial Closing Time, which opinion Sidley A▇▇▇▇▇ ▇▇▇▇▇ & W▇▇▇ LLP, counsel to the Manager, shall be deliver to all the parties hereto its opinion, in form and substance reasonably satisfactory to each of the Investor, their counsel and the Placement Agentparties hereto. B. At or prior to the Closing, the Investor and the Placement Agent (c) The parties hereto shall have been furnished with such documentsadditional information, opinions, certificates and opinions documents, including supporting documents relating to parties described in the Memorandum and letters of representation signed by such parties with regard to information relating to them and included in the Memorandum as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement sale of the Units as herein contemplated and the Offering Materialsrelated proceedings, or in order to evidence the accuracy, accuracy or completeness or satisfaction of any of the representations, representations or warranties or the fulfillment of any of the conditions herein contained; and all actions taken by the parties hereto in connection with the sale of the Units as herein contemplated shall be reasonably satisfactory in form and substance to Sidley A▇▇▇▇▇ ▇▇▇▇▇ & W▇▇▇ LLP. C. At and prior to (d) As of each Additional Closing Time, the Closing, (i) there parties hereto shall have been no material adverse change nor development involving a prospective change in furnished with such information, opinions and certified documents as the condition Manager and the Selling Agent may deem to be necessary or prospects or the business activities, financial or otherwise, appropriate. If any of the Company from the latest dates as of which such condition is set forth conditions specified in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement and all obligations hereunder may be canceled by any change party hereto by notifying the other parties hereto of such cancellation in writing or by telegram at any time at or prior to the indebtedness (long Initial Closing Time, and any such cancellation or short term) or liabilities or obligations termination shall be without liability of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, any party to any other party except as indicated otherwise provided in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsSection 6. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices Each of the Investor or its counsel. The Subscriber and the Company acknowledge and agree that their respective obligations of hereunder are conditional on the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein other party contained in this Subscription Agreement as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investorthis Subscription Agreement, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company Time as if made pursuant to the provisions hereof; and the performance by the Company and the Investor on at and as of the Closing Date Time, and the fulfillment of its covenants and obligations hereunder and to the following further conditionsadditional conditions as soon as possible and in any event not later than the Closing Time: A. Upon (a) payment by the effectiveness Subscriber of a registration statement covering the Standby Equity Distribution AgreementSubscription Amount by certified cheque, the Investor and the Placement Agent shall receive the opinion of Counsel bank draft or wire transfer in Canadian dollars payable to the Company; (b) the Subscriber having properly completed, dated as signed and delivered this Subscription Agreement and Schedule “A” hereto; (c) execution and delivery of the date thereof, which opinion shall be Registration Rights Agreement by the parties; (d) the approval for listing of the Unit Shares and the Warrant Shares on the NYSEA and the conditional approval for listing of the Unit Shares and the Warrant Shares on the Toronto Stock Exchange; (e) execution and delivery by the Company of a Letter Agreement Regarding Board of Directors Representation in a form and substance reasonably satisfactory to the InvestorSubscriber, their acting reasonably; (f) the Subscriber shall have received a title opinion respecting the Company’s San ▇▇▇▇▇▇ concessions and Temoris concessions in Mexico from the Company’s Mexican counsel and the Placement Agent. B. At or prior in a form satisfactory to the ClosingSubscriber, acting reasonably; (g) the Investor and the Placement Agent Subscriber shall have been furnished such documentsreceived legal opinions from Canadian and U.S. counsel to the Company in a form satisfactory to the Subscriber, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of acting reasonably; (h) the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties covenants of the Company set forth herein are in Article 5 shall be true and correct. E. The Placement Agent correct at the Closing Time with the same force and effect as if made at and as of such time and the Company shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject deliver to the performance Subscriber a certificate to that effect at the Closing Time; (i) the representations, warranties, covenants and acknowledgments of the Placement Agent's obligations Subscriber set forth in Article 6 shall be true and correct at the Closing Time with the same force and effect as if made at and as of such time and the accuracy of Subscriber shall deliver to the Placement Agent's representations and warranties hereunder, Company a certificate to that effect at the Closing Time; and (1j) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited InvestorClosing Date shall be no later than March 31, 2009.

Conditions of Closing. The purchase of, and payment for, the Units on a Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder Date shall be subject to the continuing accuracy of the representations and warranties of the Company Partnership and the Investor herein you as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company Partnership and the Investor on and as you of the Closing Date of its covenants and their respective obligations hereunder hereunder; and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At (a) On or prior to the ClosingClosing Date, the Investor your counsel and the Placement Agent our counsel shall have been furnished such documents, certificates and opinions as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior (b) Prior to the ClosingClosing Date: (1) there shall have been no materially adverse change in the condition of the Partnership or its business activities from that as of the latest date as of which such conditions are described in the Prospectus, (i2) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, transactions not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement business, entered into by the Company on Partnership from the latest date hereof as of which has not been disclosed its financial conditions are described in the Offering Materials Prospectus, other than transactions referred to or contemplated therein or to which you have given your written consent, (3) the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company Partnership shall not be in default under any provision provisions of any instrument instruments relating to any material outstanding indebtedness for which a waiver or extension has not been otherwise received; indebtedness, (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v4) no material amount of the assets of the Company Partnership shall have been be at the Closing Date pledged or mortgaged, except as indicated set forth in the Offering Materials; Prospectus, and (v5) no action, suit or proceeding, at law or in equity, shall have been pending or to their knowledge threatened against the Company Partnership or affecting any of its properties or businesses shall be pending or threatened business before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, agency wherein an unfavorable decision, ruling or finding could materially would adversely affect the businessesoffering of the Units, business, operations, prospects or financial condition or income of the CompanyPartnership, except as set forth in the Offering MaterialsProspectus. D. If requested at (c) No order suspending the sale of the Units prior to the Closing Date in any jurisdiction designated by you shall have been issued on such Closing Date, and no proceedings for that purpose either shall have been instituted, or, to your knowledge or to the Investor and knowledge of the Placement Agent Partnership, shall receive be contemplated. (d) At the Closing Date, you shall, upon request, be delivered a certificate of the Company signed by an executive officer and chief financial officerPartnership or the General Partners as the case may be, dated as of the applicable Closingsuch Closing Date, to the effect that the conditions set forth in subparagraph (C) Subsections a and b above have been satisfied and thatsatisfied, and, as to the accuracy, as of the applicable closingClosing Date, the of its representations and warranties set forth in Section 2 hereof. (e) At the Closing Date, the Partnership and the General Partners shall have received your certificate, dated as of such Closing Date, as to your compliance with your covenants and agreements set forth in Sections 3 and 7 hereof. If any condition to your obligations hereunder to be fulfilled prior to or at the Closing Date is not so fulfilled, you may terminate this Agreement or, if you so elect, waive any such conditions which have been unfulfilled or extend the time for their fulfillment. The Partnership shall be under no liability to make any payment to you except out of funds received by the Partnership as hereinbefore provided, and the Partnership shall not be under any liability for or in respect of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft value or other means validity of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its termsUnits, or (y) subject to the performance by anyone of any agreement on its part, or for or in respect of any matter connected with this Agreement, except for lack of good faith and for obligations expressly assumed by the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited InvestorPartnership in this Agreement.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The 8.1 All obligations of the Placement Agent hereunder shall be Horizon under this Agreement are subject to the continuing accuracy fulfilment, at or prior to the Closing Date, of the following conditions: (a) The respective representations and warranties of the Company Vendor and the Investor herein Boomchat contained in this Agreement or in any Schedule hereto or certificate or other document delivered to Horizon pursuant hereto shall be substantially true and correct as of the date hereof and as of the Closing Date of Closing (with the "Closing Date") with respect to the Company or the Investor, same force and effect as the case may be, as if it though such representations and warranties had been made on and as of such date, regardless of the date as of which the information in this Agreement or any such Schedule or certificate is given, and Horizon shall have received on the Closing Date certificates dated as of the Closing Date; , in forms satisfactory to counsel for Horizon and signed under seal by the accuracy Vendor and by two senior officers of Boomchat to the effect that their respective representations and warranties referred to above are true and correct on and as of the Closing Date with the same force and effect as though made on and as of such date, provided that the acceptance of such certificates and the closing of the transactions herein provided for shall not be a waiver of the respective representations and warranties contained in Articles 3 and 4 or in any Schedule hereto or in any certificate or document given pursuant to this Agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of Horizon; (b) Boomchat shall have caused to be delivered Horizon either a certificate of an officer of Boomchat or, at Horizon's election, an opinion of legal counsel acceptable to Horizon's legal counsel, in either case, in form and substance satisfactory to Horizon, dated as of the Closing Date, to the effect that: (i) Boomchat owns, possesses and has good and marketable title to its undertaking, property and assets, and without restricting the generality of the foregoing, those assets described in the balance sheet included in the Boomchat Financial Statements, free and clear of any and all mortgages, liens, pledges, charges, security interests, encumbrances, actions, claims or demands of any nature whatsoever and howsoever arising; (ii) Boomchat has been duly incorporated, organized and is validly existing under the laws of Nevada, it has the corporate power to own or lease its properties and to carry on its business that is now being conducted by it and is in good standing with respect to filings with the appropriate governmental authorities; (iii) the issued and authorized capital of Boomchat is as set out in this Agreement and all of the issued and outstanding shares have been validly issued as fully paid and non-assessable; (iv) all necessary approvals and all necessary steps and corporate proceedings have been obtained or taken to permit Boomchat Shares to be duly and validly transferred to and registered in the name of Horizon; and (v) the consummation of the purchase and sale contemplated by this Agreement, including, but not limited to, the transfer of Boomchat Shares to the Horizon, will not be in breach of any laws of Nevada , and, in particular but without limiting the generality of the foregoing , the execution and delivery of this Agreement by the Vendor and Boomchat has not breached and the consummation of the purchase and sale contemplated hereby will not be in breach of any laws of Nevada or of any other country or state in which the Vendor is resident or Boomchat carries on business; and, without limiting the generality of the foregoing, that all corporate proceedings of Boomchat, its shareholders and directors and all other matters which, in the reasonable opinion of counsel for Horizon, are material in connection with the transaction of purchase and sale contemplated by this Agreement, have been taken or are otherwise favourable to the completion of such transaction. (c) At the Closing Date there shall have been no materially adverse change in the affairs, assets, liabilities, or financial condition of the Boomchat or the Business (financial or otherwise) from that shown on or reflected in the Boomchat Financial Statements. (d) No substantial damage by fire or other hazard to the Business shall have occurred prior to the Closing Date. (e) Boomchat shall have delivered to Horizon those financial statements of Boomchat specified in paragraph 5.1 hereof. 8.2 In the event any of the foregoing conditions contained in paragraph 6.1 hereof are not fulfilled or performed at or before the Closing Date to the reasonable satisfaction of the Horizon, Horizon may terminate this Agreement by written notice to the Vendor and in such event Horizon shall be released from all further obligations hereunder but any of such conditions may be waived in writing in whole or in part by Horizon without prejudice to its rights of termination in the event of the non-fulfilment of any other conditions. 8.3 All obligations of the Vendor under this Agreement are subject to the fulfilment, at or prior to the Closing Date, of the following conditions: (a) The representations and warranties of Horizon contained in this Agreement or in any Schedule hereto or certificate or other document delivered to Boomchat and the Vendor pursuant hereto shall be substantially true and correct as of the date hereof and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date, regardless of the date as of which the information in this Agreement or any such Schedule or certificate is given, and the Vendor shall have received on the Closing Date a certificate dated as of the Closing Date, in a form satisfactory to the Vendor and signed under seal by two senior officers of the Company made pursuant Horizon, to the provisions hereof; effect that such representations and the performance by the Company warranties referred to above are true and the Investor correct on and as of the Closing Date with the same force and effect as though made on and as of its covenants such date, provided that the acceptance of such certificate and obligations hereunder the closing of the transaction herein provided for shall not be a waiver of the representations and warranties contained in Article 4 or in any Schedule hereto or in any certificate or document given pursuant to this Agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of the Vendor. (b) Horizon shall has caused to be delivered to the following further conditions: A. Upon Vendor either a certificate of an officer of the effectiveness of a registration statement covering Horizon or, at the Standby Equity Distribution AgreementVendor's election, the Investor and the Placement Agent shall receive the an opinion of Counsel legal counsel acceptable to counsel to the CompanyVendor, in either case, in form and substance satisfactory to the Vendor, dated as of the date thereofClosing Date, which opinion shall be in form and substance reasonably satisfactory to the Investoreffect that: (i) Horizon has been duly incorporated and organized and are validly subsisting under the laws of the State of Delaware, their counsel Horizon has the corporate power to own or lease its properties and to carry on its business that is now being conducted by it and is in good standing with respect to all filings with the Placement Agent.appropriate corporate authorities in Delaware and with respect to all annual and quarterly filings with the United States Securities and Exchange Commission; B. At or prior to (ii) the Closing, the Investor issued and the Placement Agent shall have been furnished such documents, certificates and opinions authorized capital of Horizon are as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to set out in this Agreement and all issued shares have been validly issued as fully paid and non-assessable; (iii) all necessary approvals and all necessary steps and corporate proceedings have been obtained or taken to permit the Offering MaterialsHorizon Shares to be duly and validly allotted and issued to and registered in the name of the Vendor; (iv) the consummation of the purchase and sale contemplated by this Agreement, or including, but not limited to, the issuance and delivery of the Horizon Shares to the Vendor, in order to evidence consideration of the accuracypurchase of the Boomchat Shares from the Vendor, completeness or satisfaction will not be in breach of any laws of Nevada and, in particular, but without limiting the generality of the representationsforegoing, warranties the execution and delivery of this Agreement by Horizon has not breached, and the consummation of the purchase and sale contemplated hereby will not be in breach of, any securities laws of the United States of America; and, without limiting the generality of the foregoing, that all corporate proceedings of Horizon, their shareholders and directors and all other matters which, in the reasonable opinion of counsel for Boomchat, are material in connection with the transaction of purchase and sale contemplated by this Agreement, have been taken or conditions herein containedare otherwise favourable to the completion of such transaction. C. (c) At and prior to the Closing, (i) Closing Date there shall have been no material materially adverse change nor development involving a prospective change in the affairs, assets, liabilities, financial condition or prospects or the business activities, (financial or otherwise, ) of the Company Horizon from the latest dates as of which such condition is set forth that shown on or reflected in the Offering Materials; (ii) there shall have been no transaction, not Horizon Audited Financial Statements. 8.4 In the event that any of the conditions contained in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date paragraph 6.3 hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating fulfilled or performed by Horizon at or before the Closing Date to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations reasonable satisfaction of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of Vendor then the assets of the Company Vendor shall have been pledged or mortgagedall the rights and privileges granted to Horizon under paragraph 6.2, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialsmutatis mutandis. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. 7.1 The Closing shall Purchaser has entered into this Agreement in reliance upon representations, covenants and agreements of the Issuer and the Borrower contained herein, in reliance upon the representations, covenants and agreements to be held contained in the documents and instruments to be delivered at the offices Closing and upon the performance by the Issuer and the Borrower of their obligations hereunder, both as of the Investor or its counsel. The obligations date hereof and as of the Placement Agent hereunder shall Closing Date. Accordingly, the Purchaser's obligations under this Agreement to purchase, to accept delivery of and to pay for the Bonds will be subject to the continuing performance by the Issuer and the Borrower of their respective obligations to be performed by them hereunder at or prior to the Closing, and to the accuracy in all material respects of the representations representations, covenants and warranties agreements of the Company Issuer and of the Investor Borrower contained herein as of the date hereof and as of the Date of Closing (as if made on the "Closing Date") with respect , and will also be subject to the Company following additional conditions: (a) The Purchaser shall not have discovered any material error, misstatement or omission in the representations and warranties made by either of the Issuer or the InvestorBorrower in this Agreement, as the case may be, as if it had which representations and warranties will be deemed to have been made on again at and as of such the time of the Closing Date; and will then be true in all material respects. (b) The Borrower and the accuracy Issuer shall have each performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by them at or prior to Closing. (c) This Agreement, the other Issuer Documents and the Loan Documents each shall have been executed and delivered by each of the parties thereto, shall be in full force and effect on and as of the Closing Date and shall be in form and substance satisfactory to the Purchaser and no event of default shall exist under any such documents. 7.2 In addition to the conditions set forth in Section 7.1, the obligations of the statements Purchaser to consummate at the Closing the transactions contemplated hereby are subject to receipt by the Purchaser of the officers following items: (a) An opinion of Bond Counsel, dated the Closing Date and addressed to the Purchaser, substantially in the form set forth in Exhibit C; (b) An opinion of counsel (addressed to the Purchaser and the Trustee) or certificate of the Company made pursuant Issuer, satisfactory in form and substance to the provisions hereof; Purchaser, dated the Closing Date and covering the points identified in Exhibit D; (c) An opinion or opinions of counsel to the Borrower, the Partners and the performance Guarantor, addressed to the Issuer and the Purchaser dated the Closing Date and substantially in the form set forth in Exhibit E; (d) A certificate of the Borrower, dated the Closing Date and signed by the Company Partners, in form and substance satisfactory to the Purchaser and Bond Counsel, respecting certain tax matters as may be reasonably required by Bond Counsel to enable it to give its opinion; (e) An opinion of counsel to the Trustee or Trustee’s certificate addressed to the Purchaser, covering the points identified in Exhibit F; (f) A properly completed and executed IRS Form 8038; (g) A certified copy of the Resolution and an executed original of each of the Issuer Documents and the Investor on Loan Documents; and (h) Such additional financing statements, legal opinions, certificates and other documents as the Purchaser or Bond Counsel may reasonably deem necessary to evidence the truth and accuracy as of the Closing Date of its covenants the respective representations and obligations hereunder warranties herein contained and to evidence compliance by the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor Issuer and the Placement Agent shall receive the opinion of Counsel to the CompanyBorrower with this Agreement and all applicable legal requirements, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At due performance and satisfaction by either of you at or prior to the Closing, the Investor such time of all agreements then to be performed and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them all conditions then to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of be satisfied by you. 7.3 If any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph Sections 7.1 or 7.2 have not been met on the Closing Date, the Purchaser may, at its sole option, terminate this Agreement or proceed to Closing upon waiving any rights under this Agreement with respect to any such condition. If this Agreement is terminated pursuant to this Section, no party will have any rights or obligations to any other party, except as provided in Section 10. Section 8. Actions and Events at the Closing. The following events will take place at the Closing: (Ca) above have been satisfied and thatThe Issuer will deliver the Bonds to the Purchaser or its designee, as at the place set forth in Item 4 in Exhibit B. The Bonds so delivered will be in the form required by the Indenture, duly executed on behalf of the applicable closingIssuer and authenticated by the Trustee, and will be fully registered in the names requested by the Purchaser or its designee. (b) The Borrower will deliver or cause to be delivered to the Purchaser at the place set forth in Item 4 in Exhibit B, or at such other place or places as the parties hereto may mutually agree upon, the representations and warranties materials described in Section 7.2. (c) The Purchaser or its designee will deliver to the Trustee, for the account of the Company Issuer or as the Issuer directs, an amount equal to the purchase price of the Bonds as set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means in Item 2 of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject Exhibit B by wire transfer to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunderTrustee, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorin immediately available federal funds.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The 6.1 All obligations of the Placement Agent hereunder shall be FC and Exchangeco under this Agreement are subject to the continuing accuracy fulfilment, at or prior to the Closing Date, of the following conditions: (a) The respective representations and warranties of the Company Vendors and the Investor herein ICP contained in this Agreement or in any Schedule hereto or certificate or other document delivered to FC pursuant hereto shall be substantially true and correct as of the date hereof and as of the Closing Date of Closing (with the "Closing Date") with respect to the Company or the Investor, same force and effect as the case may be, as if it though such representations and warranties had been made on and as of such date, regardless of the date as of which the information in this Agreement or any such Schedule or certificate is given, and FC and Exchangeco shall have received on the Closing Date certificates dated as of the Closing Date; , in forms satisfactory to counsel for FC and Exchangeco and signed under seal by the accuracy Vendors and by the senior officer of ICP to the effect that their respective representations and warranties referred to above are true and correct on and as of the Closing Date with the same force and effect as though made on and as of such date, provided that the acceptance of such certificates and the closing of the transactions herein provided for shall not be a waiver of the respective representations and warranties contained in Articles 3 and 4 or in any Schedule hereto or in any certificate or document given pursuant to this Agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of FC and Exchangeco; (b) The Vendors shall have caused to be delivered to FC and Exchangeco a certificate of an officer of ICP and an opinion of legal counsel acceptable to counsel to FC, dated as of the Closing Date; (c) At the Closing Date there shall have been no materially adverse change in the affairs, assets, liabilities, or financial condition of ICP or the Business (financial or otherwise) from that shown on or reflected in ICP Financial Statements; (d) No substantial damage by fire or other hazard to the Business shall have occurred prior to the Closing Date; and (e) ICP shall have delivered to FC those financial statements of ICP specified in paragraph 5.1 hereof. 6.2 In the event any of the foregoing conditions contained in paragraph 6.1 hereof are not fulfilled or performed at or before the Closing Date to the reasonable satisfaction of FC and Exchangeco, FC or Exchangeco may terminate this Agreement by written notice to the Vendors and in such event FC shall be released from all further obligations hereunder but any of such conditions may be waived in writing in whole or in part by FC or Exchangeco without prejudice to its rights of termination in the event of the non-fulfilment of any other conditions. 6.3 All obligations of the Vendors under this Agreement are subject to the fulfilment, at or prior to the Closing Date, of the following conditions: (a) The representations and warranties of FC, Exchangeco and the Principal Shareholders contained in this Agreement or in any Schedule hereto or certificate or other document delivered to ICP and the Vendors pursuant hereto shall be substantially true and correct as of the date hereof and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date, regardless of the date as of which the information in this Agreement or any such Schedule or certificate is given, and the Vendor shall have received on the Closing Date a certificate dated as of the Closing Date from each of FC and Exchangeco, in a form satisfactory to the Vendors and signed under seal by two senior officers of the Company made pursuant FC or Exchangeco, respectively, to the provisions hereof; effect that such representations and the performance by the Company warranties referred to above are true and the Investor correct on and as of the Closing Date with the same force and effect as though made on and as of its covenants such date, provided that the acceptance of such certificate and obligations hereunder the closing of the transaction herein provided for shall not be a waiver of the representations and warranties contained in Article 4 or in any Schedule hereto or in any certificate or document given pursuant to this Agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of the Vendors; (b) FC shall have caused to be delivered to the following further conditions: A. Upon the effectiveness Vendors a certificate of a registration statement covering the Standby Equity Distribution Agreement, the Investor an officer of FC and the Placement Agent shall receive the an opinion of Counsel legal counsel acceptable to counsel to the CompanyVendors, dated as of the date thereof, which opinion Closing Date; (c) Exchangeco shall have caused to be in form and substance reasonably satisfactory delivered to the Investor, their Vendors a certificate of an officer of Exchangeco and an opinion of legal counsel and the Placement Agent. B. At or prior acceptable to counsel to the ClosingVendors; (d) At the Closing Date, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material materially adverse change nor development involving a prospective change in the affairs, assets, liabilities, financial condition or prospects or the business activities, (financial or otherwise) of FC from that shown on or reflected in FC Financial Statements; and (e) Following the Closing Date, the parties will take such steps as may be necessary, including the filing of an information statement pursuant to Section 14(f) of the Company from Exchange Act and Rule 14f-1 thereunder, to effect the latest dates as change in officers and directors of which such condition is set forth FC described in paragraph 7.3 below. 6.4 In the Offering Materials; (ii) there shall have been no transaction, not event that any of the conditions contained in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date paragraph 6.3 hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver fulfilled or extension has not been otherwise received; (iv) except as set forth in the Offering Materialsperformed by FC, the Company shall not have issued any securities (other than those Principal Shareholders or Exchangeco at or before the Closing Date to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations reasonable satisfaction of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of Vendors then the assets of the Company Vendors shall have been pledged or mortgagedall the rights and privileges granted to FC under paragraph 6.2, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialsmutatis mutandis. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing DateCLOSING DATE") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as Company of the even date thereof, herewith which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the ClosingClosing except as set forth in the SEC Documents, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "“Closing Date"”) with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy at curacy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants cover ants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering in accordance with the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion opinions of Counsel to the CompanyCompany and of the Investor, dated as of the date thereofhereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, the Company, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Investment Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; : (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state stats commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of each of the Placement Agent parties hereunder shall be are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect other parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such other parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) If requested by the effectiveness of Selling Agent, MLAI shall deliver a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel certificate to the Company, dated effect that: (i) the representations and warranties of MLAI contained herein are true and correct with the same effect as though expressly made at the Initial Closing Time and in respect of the Memorandum as in effect at the Initial Closing Time; and (ii) MLAI has performed all covenants and agreements herein contained to be performed on its part as of or prior to the date thereofInitial Closing Time. (b) As of the Initial Closing Time, which opinion Sidley Austin Brown & Wood LLP, counsel to the Manager, shall be delive▇ ▇▇ ▇▇▇ ▇▇▇ pa▇▇▇▇s hereto its opinion, in form and substance reasonably satisfactory to each of the Investor, their counsel and the Placement Agentparties hereto. B. At or prior to the Closing, the Investor and the Placement Agent (c) The parties hereto shall have been furnished with such documentsadditional information, opinions, certificates and opinions documents, including supporting documents relating to parties described in the Memorandum and letters of representation signed by such parties with regard to information relating to them and included in the Memorandum as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement sale of the Units as herein contemplated and the Offering Materialsrelated proceedings, or in order to evidence the accuracy, accuracy or completeness or satisfaction of any of the representations, representations or warranties or the fulfillment of any of the conditions herein contained; and all actions taken by the parties hereto in connection with the sale of the Units as herein contemplated shall be reasonably satisfactory in form and substance to Sidley Austin Brown & Wood LLP. C. At and prior to (d) As of each Additional Closing Time, the Closing, (i) there parties hereto shall have been no material adverse change nor development involving a prospective change in furnished with such information, opinions and certified documents as the condition Manager and the Selling Agent may deem to be necessary or prospects or the business activities, financial or otherwise, appropriate. If any of the Company from the latest dates as of which such condition is set forth conditions specified in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement and all obligations hereunder may be canceled by any change party hereto by notifying the other parties hereto of such cancellation in writing or by telegram at any time at or prior to the indebtedness (long Initial Closing Time, and any such cancellation or short term) or liabilities or obligations termination shall be without liability of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, any party to any other party except as indicated otherwise provided in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsSection 6. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent parties hereunder shall at all times be subject to the continuing continued accuracy of the all representations and warranties of the Company and the Investor parties contained herein as of the date hereof though such representations and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it warranties had been made on at and as of such Closing Datetimes, and the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SEC; and all requests for additional information on the accuracy on and as part of the SEC shall have been complied with; (b) SB shall have received an opinion of Will▇▇▇ ▇▇▇▇ & ▇all▇▇▇▇▇, ▇▇ted the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and (as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreementdefined in Paragraph 7 below), the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investorit, their counsel and the Placement Agent. B. At or prior to the Closing, effect that: (i) The Partnership has been duly formed and is validly existing as a limited partnership under the Investor Partnership Law with full partnership power and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them authority to review or pass upon the matters referred to in carry out its obligations under this Agreement and the Offering MaterialsPartnership Agreement, or and to conduct its business as described in order the Prospectus, and, to evidence the accuracy, completeness or satisfaction of any best of the representationsknowledge of such counsel, warranties the Partnership conducts no business and owns or conditions herein contained.leases no properties which would require it to qualify to do business as a foreign organization in any jurisdiction; C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have The offer and sale of the Units has been no transaction, not duly authorized by the Partnership and the Units constitute valid limited partnership interests in the ordinary course of business except the transactions pursuant Partnership which conform to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed description thereof contained in the Offering Materials or to Prospectus; and the Placement Agent in writing; (iii) except liability of each limited partner will be limited as set forth in the Offering MaterialsProspectus, and no limited partner will be subject to personal liability for the Company shall debts, obligations, or liabilities of the Partnership by reason of his being a limited partner, other than as described in the Prospectus; (iii) The offer and sale of the Units and the compliance by the Partnership with all of the provisions of this Agreement will not be conflict with or result in default under any provision a breach of any instrument relating of the terms or provisions of the Partnership Certificate or Partnership Agreement, or, to the best of the knowledge of such counsel, any outstanding indebtedness for agreement to which the Partnership is a waiver party or extension has not been otherwise received; by which it is bound; (iv) except as set forth in To the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations best of the Company (contingent or otherwise) and trade payable debt; (v) no material amount knowledge of the assets of the Company shall have been pledged or mortgagedsuch counsel, except as indicated in the Offering Materials; and (v) there is no action, suit suit, litigation or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened proceeding before or by any court or federal or state commission, board or other administrative governmental agency, domestic federal, state or foreignlocal, wherein an unfavorable decisionpending or threatened against, ruling or finding could affecting or involving the property or business of SBFM, or the business of the Partnership, that would materially and adversely affect the businessescondition (financial or otherwise), business or prospects of SBFM or financial condition or income of the CompanyPartnership; and (v) The Registration Statement has become effective under the Act, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closingand, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as best of the applicable closingknowledge of such counsel, no stop order suspending the representations and warranties effectiveness of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) Registration Statement has been issued nor has any check, note, draft or other means of payment proceeding for the Common Stock will be honored, paid issuance of such an order been initiated or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorthreatened.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent Underwriters hereunder shall be subject (a) to the continuing performance by the Trust of its obligations to be performed hereunder or under the Indenture at or prior to the Closing, (b) to the accuracy of and compliance with the representations representations, warranties and warranties covenants of the Company and the Investor herein Responsible Parties contained herein, in each case as of the date hereof time of delivery of this Agreement and as of the Date of Closing Closing, and (c) in the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as discretion of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and Underwriters, to the following further conditions: A. Upon (a) All actions required to be taken and all filings required to be made by the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor Responsible Parties and the Placement Agent shall receive Trust under the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or Act prior to the Closing, sale of the Investor and the Placement Agent Notes shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review duly taken or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. made. At and prior to the ClosingClosing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Responsible Parties or the Underwriters, shall be contemplated by the SEC. (b) Since the respective dates as of which information is given in the Registration Statement (or any amendment or supplement thereto), except as may otherwise be stated therein or contemplated thereby, there shall not have occurred (i) there shall have been no material adverse change nor any change, or any development involving a prospective change, in or affecting the condition (financial or other), business, properties, net worth, or results of operations of the Responsible Parties not contemplated by the Registration Statement, which in the opinion of the Representative, would materially adversely affect the market for the Notes, or (ii) any event or development which makes any statement made in the Registration Statement or Prospectus untrue in any material respect or which, in the opinion of the Responsible Parties and their counsel or the Underwriters and their counsel, requires the filing of any amendment to or change in the condition Registration Statement or prospects Prospectus in order to state a material fact required by any law to be stated therein or necessary in order to make the business activitiesstatements therein not misleading, financial if amending or otherwisesupplementing the Registration Statement or Prospectus to reflect such event or development would, in the opinion of the Company from Representative, materially adversely affect the latest dates as market for the Notes. (c) None of which such condition is set forth in the Offering Materials; (ii) there Responsible Parties shall have been no transaction, not in the ordinary course of business except the transactions pursuant failed at or prior to the Securities Purchase Agreement entered into Closing Date to have performed or complied in any material respect with any of their respective agreements herein contained and required to be performed or complied with by the Company on the date hereof which has not been disclosed in the Offering Materials it hereunder at or prior to the Placement Agent in writing; Closing Date. (iiid) except as set forth in Fitch Ratings ("Fitch"), ▇▇▇▇▇'▇ Investors Services, Inc. ("Moody's"), and Standard & Poor's ("S&P") shall have (1) rated the Offering MaterialsSeries A Notes "AAA", "Aaa", and "AAA", respectively, and (2) rated the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering MaterialsSeries B Notes at least "A", the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class "A2", and "A", respectively, and there shall not have been any change in the indebtedness announcement by any of Fitch, Moody's or S&P that (long or short termi) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting it is downgrading any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, ratings assigned to the effect that Notes or (ii) it is reviewing its ratings assigned the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation Notes with a view to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its termspossible downgrading, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunderwith negative implications, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investordirection not determined.

Conditions of Closing. 8.1 The Closing shall be held at obligation of ParentCo to complete the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder transactions contemplated herein shall be subject to the continuing accuracy following conditions to be fulfilled and/or performed at or prior to the Time of Closing on the Closing Date: (a) ParentCo shall have received the requisite Shareholder approval to increase its authorized ParentCo Common Shares in sufficient amounts to meet its obligations hereunder and under the ParentCo Share Exchange Agreement; (b) the Bank Agreements and any share purchase warrants referred to therein shall have been duly and validly assigned by Hippocampe to ParentCo in a form satisfactory to ParentCo; (c) the representations and warranties of the Company Shareholders contained in this Agreement shall be true and correct in all material respects at the Investor herein as Time of Closing, with the date hereof same force and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, effect as if it had been such representations and warranties were made on at and as of such Closing Datetime; (d) the Shareholders shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by them; the accuracy on and as and (e) in aggregate, at least 90% of the Closing Date of the statements of the officers of the Company made issued and outstanding Hippocampe Common Shares shall have been contributed to ParentCo and/or LuxCo pursuant to the provisions hereof; this Agreement and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution ParentCo Share Exchange Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At 8.2 In the event that the conditions referred to in Section 8.1 hereof shall not have been fulfilled at or prior to the ClosingTime of Closing to the satisfaction of ParentCo, the Investor and the Placement Agent shall have been furnished such documentsacting reasonably, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materialswaived by ParentCo, or in order the event that the Closing Date has not occurred on or prior to evidence the accuracyMarch 31, completeness or satisfaction of any 2001, this Agreement shall be rescinded and ParentCo shall be released from all obligations hereunder. 8.3 The obligation of the representations, warranties Shareholders to complete the transactions contemplated herein shall be subject to the following conditions to be fulfilled and/or performed at or conditions herein contained. C. At and prior to the Closing, Time of Closing on the Closing Date: (ia) there ParentCo shall have been no material adverse change nor development involving a prospective change in the condition received an indemnity from MFC Bancorp Ltd. from and against all claims or prospects or actions arising out of the business activities, financial or otherwise, and undertakings of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant ParentCo prior to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; Time of Closing; (iiib) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are ParentCo contained in this Agreement shall be true and correct. E. The Placement Agent shall have no obligation to insure that (x) any checkcorrect in all material respects at the Time of Closing, note, draft or other means of payment for with the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations same force and the accuracy of the Placement Agent's effect as if such representations and warranties hereunderwere made at and as of such time; (c) ParentCo shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it; and (d) in aggregate, (1) the Offering is exempt from the registration requirements at least 90% of the 1933 Act issued and outstanding Hippocampe Common Shares shall have been contributed to ParentCo and/or LuxCo pursuant to this Agreement and the ParentCo Share Exchange Agreement. 8.4 In the event that the conditions referred to in Section 8.3 hereof shall not have been fulfilled at or any applicable state "Blue Sky" law prior to the Time of Closing to the satisfaction of the Shareholders, acting reasonably, or (2) waived by the Investor is an Accredited InvestorShareholders, or in the event that the Closing Date has not occurred on or prior to March 31, 2001, this Agreement shall be rescinded and the Shareholders shall be released from all obligations hereunder.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "“Closing Date"”) with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. (a) Upon the effectiveness of a registration statement covering in accordance with the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion opinions of Counsel to the CompanyCompany and of the Investor, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, the Company, their counsel and the Placement Agent. B. (b) At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. (c) At and prior to the Closing, : (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Investment Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (vvi) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and (d) At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (Cc) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing DateCLOSING DATE") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Securities Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing DateCLOSING DATE") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held obligation of the Investors to complete the purchase of the Securities at the offices Closing is subject to fulfillment of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of following conditions: (a) the Company and the Investors shall execute and deliver a Investor herein as of Rights Agreement, dated the date hereof and as of the Date of Closing (the "Closing Date") , in the form attached as Exhibit 2 with respect to the Purchased Shares and the Underlying Shares (the "Investor Rights Agreement"); (b) the Company or and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall execute and deliver a Financial Advisory Agreement, dated the Investor, as the case may be, as if it had been made on and as of such Closing Date; , in the accuracy on form attached as Exhibit 3 (the "Financial Advisory Agreement",] and as with the Agreement, the Warrants, the Escrow Agreement, and the Investor Rights Agreements, the "Transaction Documents"); (c) the Company shall deliver to the Investors an Opinion of Counsel, dated the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to counsel for the InvestorInvestors, their counsel and the Placement Agent. B. At or prior with respect to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; on Exhibit 4; (iid) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in complied fully with the Offering Materials; and Preemptive Rights; (ve) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations representation and warranties of the Company set forth herein are in this Agreement shall be true and correct. E. The Placement Agent shall have no obligation to insure that correct as of the date of this Agreement and (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject except to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's extent such representations and warranties hereunderspeak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, and the Company shall have performed in all material respects all covenants and other obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Investors shall have received a certificate signed on behalf of the Company by the President and Secretary of the Company, in such capacities, to such effect (1the "Closing Certificate") and the Closing Certificate shall also contain an accurate list of all the agreements to which the Company is a party that are material to the business, financial condition, results of operation, properties or operations of the Company and its Subsidiaries taken as a whole; (f) the Offering is exempt from Company shall have executed and delivered all documents, reasonably requested by counsel for the registration requirements Investors; (g) All Securities delivered at the Closing shall have all necessary stock transfer tax stamps (purchased at the expense of the 1933 Act or any applicable state "Blue Sky" law or Company) affixed; and (2h) the Investor is an Accredited InvestorCompany shall pay the Investors' expenses to the extent set forth in Section 6.9 hereof. (i) the Company shall have consulted the staff of NASDAQ Stock Market (the "Nasdaq Staff") regarding the Contemplated Transactions (as defined below) and the Nasdaq Stafff shall have raised no objection to the consummation of the Contemplated Transactions without seeking the approval of the Company's stockholders.

Conditions of Closing. The Closing Purchaser shall not be held at obligated to complete the offices purchase and sale of the Investor Royalty Interests pursuant to this Agreement unless at or its counsel. The obligations before the Closing Date, unless each of the Placement Agent hereunder shall following conditions, which conditions are for the sole benefit of the Purchaser and may be subject waived in whole or in part by the Purchaser, has been satisfied, and the Seller agrees with the Purchaser to take all such actions, steps and proceedings as necessary to ensure the continuing accuracy of following conditions are fulfilled at or before the Closing Date: (a) the representations and warranties of the Company Seller contained in section 6 shall be true and correct at Closing; (b) the Investor herein as Seller shall have performed and complied with all of the date hereof terms and as conditions in this Agreement on its part to be performed or complied with at or before Closing and shall have executed and delivered or caused to have been executed and delivered to the Purchaser at the Closing all the documents contemplated in this Agreement, tendered in accordance with this Agreement; (c) there shall be no litigation or proceedings: (i) pending against the Seller or involving the assets or properties of the Date of Closing (the "Closing Date") with respect to the Company or the InvestorSeller, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them enjoining, preventing or restraining the completion of the transactions contemplated hereby or otherwise claiming that such completion is improper; or (ii) pending against the Seller which: (A) in the result, could adversely affect the right of the Purchaser to review acquire or pass upon retain the matters referred to Royalty Interests; or (B) in the judgment of the Purchaser, would make the completion of the transactions contemplated by this Agreement and inadvisable; and (d) the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior Seller shall have delivered to the Closing, Purchaser an executed release in the form attached as Schedule “A” which: (i) there shall have been no material adverse change nor development involving a prospective change in fully discharges and releases the condition or prospects or Purchaser from any obligations under the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering MaterialsRoyalty Agreement; and (ii) there fully discharges and releases any Lien arising under the Royalty Agreement; (e) the Seller shall have been no transaction, not delivered to the Purchaser an executed general conveyance agreement in the ordinary course of business except form attached as Schedule “B”; and (f) the transactions pursuant Seller shall have delivered to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision Purchaser an executed copy of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialsthis Agreement. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices sale of the Investor or its counsel. The obligations Units and the release of the Placement Agent hereunder shall be subscription funds are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) At each Closing Time, the Managing Owner shall deliver a certificate to the effect that: (i) no order suspending the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor Memorandum has been issued and the Placement Agent shall receive the opinion of Counsel no proceedings therefore have been instituted or to the Company, dated as best of their knowledge threatened by the CFTC or other regulatory or self-regulatory body; (ii) the representations and warranties of the date thereof, Managing Owner contained herein are true and correct with the same effect as though expressly made at such Closing Time and in respect of the Memorandum as in effect at such Closing Time; and (iii) the Managing Owner has performed all covenants and agreements herein contained which opinion shall are required to be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At performed on its part at or prior to the Closingsuch Closing Time. (b) At each Closing Time, the Investor and the Placement Agent parties hereto shall have been furnished with such information, opinions and certified documents as the Managing Owner may deem to be necessary or appropriate. (c) The parties hereto shall have been furnished with such additional information, opinions and documents, including supporting documents relating to parties described in the Memorandum and certificates signed by such parties with regard to information relating to them and opinions included in the Memorandum as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement sale of the Units as herein contemplated and the Offering Materialsrelated proceedings, or in order to evidence the accuracy, accuracy or completeness or satisfaction of any of the representations, representations or warranties or the fulfillment of any of the conditions herein contained. C. At ; and prior to all actions taken by the Closing, (i) there shall have been no material adverse change nor development involving a prospective change parties hereto in connection with the condition or prospects or the business activities, financial or otherwise, sale of the Company from Units as herein contemplated shall be reasonably satisfactory in form and substance to counsel for the latest dates as Managing Owner and to counsel for the Selling Agent. If any of which such condition is set forth the conditions specified in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there this Section 6 shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) fulfilled when and trade payable debt; (v) no material amount of the assets of the Company as required by this Agreement to be fulfilled prior to a Closing Time, such Closing Time shall be delayed until such time as all such conditions shall have been pledged satisfied or mortgagedotherwise waived, except as indicated in the Offering Materials; and (v) no action, suit any such cancellation or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses termination shall be pending or threatened before or by without liability of any court or federal or state commission, board or party to any other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income party other than in respect of the Company, except as set forth in the Offering MaterialsUnits already sold. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of location agreed to by counsel for the Investor or its counseland the Company. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business business, except for the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Securities Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it either may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) other than as disclosed in Schedule 4.3 of the Standby Equity Distribution Agreement, there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. . D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices sale of the Investor or its counsel. The obligations Units and the release of subscription funds from the Placement Agent hereunder shall be escrow account are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) The Registration Statement shall have become effective and at each Closing Time no order suspending the effectiveness of a registration statement covering thereof shall have been issued under the Standby Equity Distribution Agreement1933 Act or proceeding therefor initiated or threatened by the SEC, the Investor and the Placement Agent CFTC shall receive have filed the opinion Prospectus as a Disclosure Document without a finding of Counsel further deficiencies. (b) At the Initial Closing Time, either Sidley Austin Brown & Wood LLP, counsel to the CompanyManaging Owner, dated as of Richar▇▇, ▇▇▇▇▇▇ & Fi▇▇▇▇, P.A., Delaware counsel to the date thereofManag▇▇▇ ▇▇▇▇▇, which opinion ▇▇ _____________, Connecticut counsel to the Managing Owner, shall be deliver its opinion, in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closingparties hereto, to the effect that that: (i) The Certificate of Trust pursuant to which the conditions set forth in subparagraph (C) above have Trust has been satisfied formed and that, as the Trust Agreement of the Trust each provides for the subscription for and sale of the Units; all action required to be taken by the Managing Owner and the Trust as a condition to the subscription for and sale of the Units to qualified subscribers therefor has been taken; and, upon payment of the consideration therefor specified in the accepted Subscription Agreements and Powers of Attorney, the Units will constitute valid units of beneficial interest in the Trust and each subscriber who purchases Units will become a Unitholder with the same limitation on personal liability as a stockholder in a private corporation for profit under the laws of the State of Delaware, subject to the requirement that each such purchaser shall have duly completed, executed and delivered to the Managing Owner a Subscription Agreement and Power of Attorney relating to the Units purchased by such party, that such purchaser meets all applicable closing, suitability standards and that the representations and warranties of such purchaser in the Company set forth herein Subscription Agreement and Power of Attorney are true and correct. E. (ii) The Placement Agent shall have no obligation Trust is a statutory trust duly and validly organized pursuant to insure that the Certificate of Trust, the Trust Agreement and the Delaware Act, and is validly existing under the laws of the State of Delaware with full power and authority to conduct the business in which it proposes to engage as described in the Prospectus. (xiii) any checkThe Managing Owner is duly organized, notevalidly existing and in good standing as a corporation under the laws of the State of Connecticut and is in good standing and qualified to do business in each other jurisdiction in which the failure to so qualify might reasonably be expected to result in material adverse consequences to the Trust. The Managing Owner has full corporate power and authority to perform its obligations as described in the Registration Statement, draft the Prospectus and herein. (iv) The Managing Owner (including the Managing Owner's principals) and the Trust each has all federal and state governmental and all regulatory and self-regulatory approvals and licenses, and has received or other means of payment made all filings and registrations with federal and state governmental and all regulatory and self-regulatory agencies necessary in order for the Common Stock will be honoredManaging Owner and the Trust, paid respectively, to conduct their respective businesses as described in the Registration Statement and Prospectus, and, to the best of their knowledge, none of such approvals, licenses or registrations have been rescinded or revoked. (v) Each of the Trust Agreement, the Escrow Agreement, the Customer Agreement, the Advisory Agreements and this Agreement has been duly authorized, executed and delivered by or on behalf of the Managing Owner and/or the Trust, as the case may be, and assuming that such agreements are binding on the other parties thereto and hereto, each of the Trust Agreement, the Escrow Agreement, the Customer Agreements, the Advisory Agreements and this Agreement constitutes a valid, binding and enforceable against agreement of the Investor Managing Owner and/or the Trust, as the case may be, in each case in accordance with its terms, or (y) subject to bankruptcy, insolvency, reorganization, moratorium or similar laws at the performance time in effect affecting the enforceability generally of rights of creditors and except as enforceability of indemnification provisions may be limited by applicable law and the enforcement of any specific terms or remedies may be unavailable. (vi) The execution and delivery of this Agreement, the Trust Agreement, the Escrow Agreement and the Advisory Agreements, and the incurrence of the Placement Agent's obligations herein, therein and in the Prospectus set forth and the accuracy consummation of the Placement Agenttransactions contemplated herein, therein and in the Prospectus will not be in contravention of any of the provisions of the Managing Owner's representations certificate of incorporation or by-laws and, to the best of their knowledge, will not constitute a breach of, or default under, any instrument by which the Managing Owner or the Trust is bound or any order, rule or regulation applicable to the Managing Owner or the Trust of any court or any governmental body or administrative agency having jurisdiction over the Managing Owner or the Trust. (vii) To the best of their knowledge (without having made any particular inquiry or docket search), there are no actions, claims or proceedings pending or threatened in any court or before or by any governmental or administrative agency or regulatory or self-regulatory body, nor have there been any such suits, claims or proceedings within the last five years, to which the Managing Owner (or any principal of the Managing Owner) or the Trust is or was a party, or to which any of their assets is or was subject, which are required to be, but are not, disclosed in the Registration Statement or Prospectus or which might reasonably be expected to result in any material adverse change in the condition (financial or otherwise), business or prospects of the Managing Owner or the Trust. (viii) No authorization, approval or consent of any governmental or self-regulatory authority or agency is necessary in connection with the subscription for and warranties hereundersale of the Units, except such as may be required under the 1933 Act, the CE Act, NFA compliance rules, NASD rules or applicable securities or "Blue Sky" laws. (1ix) The information in the Offering Prospectus under the caption "Federal Income Tax Consequences," to the extent that such information constitutes matters of law or legal conclusions, has been reviewed by them and is exempt from correct in all material respects, insofar as it relates to the registration requirements income tax consequences to the Trust and to the federal income tax consequences of an investment in the Trust by U.S. individual taxpayers. (x) The Registration Statement is effective under the 1933 Act and no proceeding for a stop order is pending or, to the best of their knowledge, threatened under Section 8(d) or Section 8(e) of the 1933 Act or any applicable state "Blue Sky" law laws. (xi) At the time the Registration Statement and any post-effective amendment thereto became effective, the Registration Statement, and at the time the Prospectus and any amendments or supplements thereto were first issued, the Prospectus, complied as to form in all material respects with the requirements of the 1933 Act, SEC Regulations, the CE Act, the CFTC regulations and the rules of the NFA. Nothing has come to their attention that would cause them to believe that (a) at the time that the Registration Statement and any post-effective amendment thereto became effective, the Registration Statement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2b) the Investor Prospectus as first issued or as subsequently issued or at Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such counsel need express no opinion or belief (A) as to the financial statements, notes thereto and other financial or statistical data set forth in the Registration Statement and Prospectus, or (B) as to the performance data set forth in the Registration Statement. (xii) Assuming operation in accordance with the Prospectus, the Trust at a Closing Time will not be an "investment company" as that term is defined in the Investment Company Act of 1940, and the Managing Owner need not be registered as an Accredited Investor"investment adviser" under the Investment Advisers Act of 1940 in respect of its management of the Trust. (c) At the Initial Closing Time, counsel for the Selling Agent (as selected by such Selling Agent) shall, if required by the Managing Owner, deliver its opinion to the parties, in form and substance satisfactory to the parties, regarding such pertinent matters as the Managing Owner may deem appropriate. (d) At the Initial Closing Time, counsel for each Trading Advisor (as selected by each such Trading Advisor) shall, if required by the Managing Owner, deliver its opinion to the parties, in form and substance reasonably satisfactory to the parties, regarding such pertinent matters as the Managing Owner may deem appropriate. (e) At the Initial Closing Time, Richards, Layton & Finger, P.A., Delaware counsel to the Manag▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ deliver its opinion, on which Sidley Austin Brown & Wood LLP may rely, in form and substance satisf▇▇▇▇▇▇ ▇▇ ▇▇e M▇▇▇▇ing Owner. (f) At each Closing Time, the Managing Owner shall deliver a certificate to the effect that: (i) no order suspending the effectiveness of the Registration Statement has been issued and no proceedings therefor have been instituted or to the best of their knowledge upon due and diligent inquiry threatened by the SEC, the CFTC or other regulatory or self-regulatory body; (ii) the representations and warranties of the Managing Owner contained herein are true and correct with the same effect as though expressly made at such Closing Time and in respect of the Registration Statement as in effect at such Closing Time; and (iii) the Managing Owner has performed all covenants and agreements herein contained which are required to be performed on its part at or prior to such Closing Time. (g) At or prior to the Initial Closing Time, the Trust shall have received a capital contribution of the Managing Owner in the amount required by its Trust Agreement and as described in the Prospectus. (h) At the Initial Closing Time, the Selling Agents shall have received letters from one or more accounting firms describing certain agreed upon procedures which they have performed in reviewing certain performance numbers set forth in the Prospectus. (i) Each Trading Advisor shall deliver a report dated as of the Initial Closing Time, which shall present, for the period from the date after the last day covered by the actual Performance Summaries in the Prospectus (with respect to the Trading Advisors) to the Managing Owner to the latest practicable day before the Initial Closing Time, figures which shall be a continuation of such Summaries and which shall certify that such figures are accurate in all material respects. The Trading Advisors shall also certify that such Tables have been calculated in accordance with the notes to the applicable Summaries in the Prospectus. (j) At each Additional Closing Time thereafter, the parties hereto shall have been furnished with such information, opinions and certified documents as the Managing Owner may deem to be necessary or appropriate. (k) At each Additional Closing Time, each Trading Advisor shall deliver a certificate to the effect that (i) the representations and warranties of such Trading Advisor contained herein are true and correct with the same effect as though expressly made at such Additional Closing Time and in respect of the Registration Statement as in effect at such Additional Closing Time, and (ii) such Trading Advisor has performed all covenants and agreements herein contained to be performed on its part at or prior to such Additional Closing Time. (l) At the Initial Closing Time, executed copies of the Trust Agreement, the Escrow Agreement, the Advisory Agreements, and this Agreement shall be delivered to all parties. (m) The parties hereto shall have been furnished with such additional information, opinions and documents, including supporting documents relating to parties described in the Prospectus and certificates signed by such parties with regard to information relating to them and included in the Prospectus as they may reasonably require for the purpose of enabling them to pass upon the sale of the Units as herein contemplated and related proceedings, in order to evidence the accuracy or completeness of any of the representations or warranties or the fulfillment of any of the conditions herein contained; and all actions taken by the parties hereto in connection with the sale of the Units as herein contemplated shall be reasonably satisfactory in form and substance to Sidley Austin Brown & Wood LLP, counsel for the Managing Owner a▇▇ ▇▇ ▇▇▇▇▇▇l f▇▇ ▇he Selling Agent. If any of the conditions specified in this Section 10 shall not have been fulfilled when and as required by this Agreement to be fulfilled prior to a Closing Time, this Agreement and all obligations hereunder may be canceled by any party hereto by notifying the other parties hereto of such cancellation in writing or by telegram at any time at or prior to such Closing Time, and any such cancellation or termination shall be without liability of any party to any other party other than in respect of Units already sold and except as otherwise provided in Sections 6 and 11 of this Agreement.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent Westport hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing CLOSING Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent Westport shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement AgentWestport. B. At or prior to the Closing, the Investor and the Placement Agent Westport shall have been furnished such documents, certificates and opinions as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business business, except the transactions pursuant to the Securities Purchase Agreement dated October 26, 2001, entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent Westport in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent At Closing, Westport shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent parties hereunder shall at all times be subject to the continuing continued accuracy of the all representations and warranties of the Company and the Investor parties contained herein as of the date hereof though such representations and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it warranties had been made on at and as of such Closing Datetimes, and the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SEC; and all requests for additional information on the accuracy on and as part of the SEC shall have been complied with; (b) SSB shall have received an opinion of Will▇▇▇ ▇▇▇▇ & ▇all▇▇▇▇▇, ▇▇ted the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and (as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreementdefined in Paragraph 7 below), the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investorit, their counsel and the Placement Agent. B. At or prior to the Closing, effect that: (i) The Partnership has been duly formed and is validly existing as a limited partnership under the Investor Partnership Law with full partnership power and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them authority to review or pass upon the matters referred to in carry out its obligations under this Agreement and the Offering MaterialsPartnership Agreement, or and to conduct its business as described in order the Prospectus, and, to evidence the accuracy, completeness or satisfaction of any best of the representationsknowledge of such counsel, warranties the Partnership conducts no business and owns or conditions herein contained.leases no properties which would require it to qualify to do business as a foreign organization in any jurisdiction; C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have The offer and sale of the Units has been no transaction, not duly authorized by the Partnership and the Units constitute valid limited partnership interests in the ordinary course of business except the transactions pursuant Partnership which conform to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed description thereof contained in the Offering Materials or to Prospectus; and the Placement Agent in writing; (iii) except liability of each limited partner will be limited as set forth in the Offering MaterialsProspectus, and no limited partner will be subject to personal liability for the Company shall debts, obligations, or liabilities of the Partnership by reason of his being a limited partner, other than as described in the Prospectus; (iii) The offer and sale of the Units and the compliance by the Partnership with all of the provisions of this Agreement will not be conflict with or result in default under any provision a breach of any instrument relating of the terms or provisions of the Partnership Certificate or Partnership Agreement, or, to the best of the knowledge of such counsel, any outstanding indebtedness for agreement to which the Partnership is a waiver party or extension has not been otherwise received; by which it is bound; (iv) except as set forth in To the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations best of the Company (contingent or otherwise) and trade payable debt; (v) no material amount knowledge of the assets of the Company shall have been pledged or mortgagedsuch counsel, except as indicated in the Offering Materials; and (v) there is no action, suit suit, litigation or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened proceeding before or by any court or federal or state commission, board or other administrative governmental agency, domestic federal, state or foreignlocal, wherein an unfavorable decisionpending or threatened against, ruling or finding could affecting or involving the property or business of SBFM, or the business of the Partnership, that would materially and adversely affect the businessescondition (financial or otherwise), business or prospects of SBFM or financial condition or income of the CompanyPartnership; and (v) The Registration Statement has become effective under the Act, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closingand, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as best of the applicable closingknowledge of such counsel, no stop order suspending the representations and warranties effectiveness of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) Registration Statement has been issued nor has any check, note, draft or other means of payment proceeding for the Common Stock will be honored, paid issuance of such an order been initiated or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorthreatened.

Conditions of Closing. The Underwriter’s obligation to purchase the Bonds at Closing is subject to fulfillment of the following conditions (or the waiver of any such conditions by the Underwriter) as of Closing: (a) The Bonds, the Indenture, the Company Documents and the Subsidiary Documents (the “Transaction Documents”) shall have been duly authorized, executed and delivered in the forms heretofore approved by the Underwriter with only such changes as shall be held at agreed upon by the offices of Underwriter. (b) The Issuer’s and the Investor or its counsel. The obligations of the Placement Agent Company’s representations hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of true on the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date in all material respects and shall be confirmed by certificates dated as of the statements Closing. (c) Neither the Issuer nor the Company shall be in default of any of its covenants hereunder and the same shall be confirmed by certificates dated as of the officers Closing. (d) The Underwriter shall have received: (i) an opinion of the Company made pursuant ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, Bond Counsel to the provisions hereof; Issuer (“Bond Counsel”), dated as of Closing, substantially in the form set forth in Appendix C to the Limited Offering Memorandum and an opinion of Bond Counsel, dated as of Closing, covering the performance by matters set forth in Exhibit A hereto; (ii) an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel to the Company and the Investor on and EPC, dated as of the Closing Date of its covenants and obligations hereunder and addressed to the following further conditions: A. Upon Underwriter and the effectiveness of a registration statement Issuer, covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the matters set forth in Exhibit B hereto; (iii) an opinion of Counsel Stoel Rives LLP, California counsel to the Company, dated as of Closing and addressed to the date thereofUnderwriter and the Issuer, which covering the matters set forth in Exhibit C hereto; (iv) an opinion shall be of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP, counsel to the Underwriter, dated as of Closing, in form and substance reasonably satisfactory to the InvestorUnderwriter; (v) an opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Issuer, dated as of Closing and addressed to the Underwriter, in substantially the form attached hereto as Exhibit G; (vi) an opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Trustee, dated as of Closing, in form and substance satisfactory to the Underwriter; (vii) a certificate of SJH dated as of Closing and signed by an authorized representative of SJH in the form of Exhibit D hereto; (viii) a certificate of ▇.▇. ▇▇▇▇ (“▇▇▇▇”), dated the date of Closing and signed by an authorized representative of ▇▇▇▇ in the form of Exhibit E hereto; (ix) an indemnity letter from EPC to the Underwriter in the form of Exhibit F hereto; (x) an original copy of the Resolution of the Issuer with respect to the Bonds; and (xi) a certificate of the Trustee, signed by an authorized officer of the Trustee, satisfactory to the Underwriter and dated as of Closing, to the effect that (a) pursuant to the terms of the Indenture, the Bond has duly accepted the offices of Trustee, paying agent and bond registrar; and (b) attached to the certificate as an appendix thereto is evidence of authority to act as Trustee, paying agent and bond registrar; and (xii) true, correct and complete executed copies of all Transaction Documents. (e) The Transaction Documents shall be in full force and effect in accordance with their counsel respective terms and shall not have been amended, modified or supplemented from the forms thereof as of the date hereof except to the extent to which the Underwriter has given consent. (f) Bond Counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent Underwriter shall have been furnished with such documents, certificates and opinions additional documentation as it either may reasonably require for request to evidence compliance with applicable law, the purpose validity of enabling them the Bonds, the Loan Agreement, the Indenture, the Resolution and this Bond Purchase Agreement, and to review or pass upon demonstrate the matters referred to in this Agreement tax-exempt status of the interest on the Bonds and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any status of the representations, warranties or conditions herein containedoffering under the Securities Act. C. (g) At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and Closing there shall not have been any adverse change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgagedbusiness, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth the Subsidiary Guarantors or the Facilities which requires a supplement or amendment to the Limited Offering Memorandum if in the Offering Materials. D. If requested at Closing judgment of the Investor Underwriter such supplement or amendment (or such event or information which requires such amendment or supplement) has or will have a material adverse effect on the market price of the Bonds; and the Placement Agent Underwriter shall receive have received a certificate of from the Company signed by an executive officer and chief financial officerthat no adverse change has occurred or, dated as of the applicable Closingif such a change has occurred, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correctfull information with respect thereto. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing closing of this Offering shall be held at the offices of Company’s counsel or as otherwise determined by Hunter and the Investor or its counselCompany. The obligations of the Placement Agent Hunter hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") closing date with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Dateclosing date; the accuracy on and as of the Closing Date closing date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date closing of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. (a) At or prior to the Closingclosing, the Investor and the Placement Agent counsel for Hunter shall have been furnished such documents, certificates and opinions as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, offering materials or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. (b) At and prior to the Closingclosing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materialsoffering materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement business, entered into by the Company on the date hereof which has not been disclosed in the Offering Materials offering materials or to the Placement Agent Hunter in writing; (iii) except as set forth in the Offering Materialsoffering materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materialsoffering materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materialsoffering materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt); (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materialsoffering materials; and (vvi) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials.offering materials. EXECUTION COPY D. If requested at Closing (c) At the Investor and the Placement Agent closing, Hunter shall receive have received a certificate of the Company signed by an its chief executive officer and chief financial officer, dated as of the applicable Closingclosing date, to the effect that the conditions set forth in subparagraph (Cb) above have been satisfied and that, as of the applicable closingclosing date, the representations and warranties of the Company set forth herein are true and correct. E. (d) The Placement Agent Reverse Merger shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorbeen consummated.

Conditions of Closing. The Closing shall THE OBLIGATIONS OF THE PURCHASER TO COMPLETE THE --------------------- PURCHASE OF SPECIAL WARRANTS AS CONTEMPLATED HEREBY SHALL BE CONDITIONAL UPON THE FULFILMENT AT OR BEFORE THE CLOSING TIME OF EACH OF THE FOLLOWING CONDITIONS, EACH OF WHICH ARE FOR THE EXCLUSIVE BENEFIT OF AND MAY BE WAIVED IN WHOLE OR IN PART BY THE PURCHASER. all actions required to be held at the offices taken by or on behalf of the Investor or its counsel. The obligations Company, including the passing of all requisite resolutions of directors of the Placement Agent hereunder Company, shall have been taken so as to validly create, issue and sell the Special Warrants; the Company shall have made all necessary filings and obtained all necessary approvals, consents and acceptances of appropriate regulatory authorities (including the Stock Exchanges) in order to permit the Company to issue and sell the Special Warrants to the Purchaser as contemplated hereby, subject only to conditions as may be required by the Stock Exchanges which the Company will satisfy forthwith following Closing; the Underlying Shares shall have been conditionally accepted for listing on the Stock Exchanges, subject to the continuing accuracy filing of usual documentation and payment of fees; the Special Warrant Indenture shall have been entered into by and be in effect between the Company and the Trustee; the Company shall have duly accepted this Subscription Agreement; the Company shall have caused a favourable legal opinion, addressed to the Purchaser and the Agent and dated the Closing Date, and in form and content reasonably acceptable to the Purchaser and the Agent, to be delivered to the Purchaser and the Agent by the Company's counsel with respect to such matters as the Purchaser may reasonably request; 112 the Company shall have delivered to the Purchaser and the Agent a certificate signed on behalf of the Company by any two senior officers of the Company as are acceptable to the Purchaser, addressed to the Purchaser and dated the Closing Date, and in a form reasonably satisfactory to the Purchaser, certifying that, to the best of the knowledge, information and belief of such officers, having made due inquiry: no order ceasing or suspending trading in any securities of the Company or prohibiting the sale of the Special Warrants or the issuance of the Underlying Shares is in effect (except for any such order based upon the activities or alleged activities of the Purchaser and not of the Company) and, to the knowledge of such officers, no proceedings for such purpose are pending or threatened; the representations and warranties of the Company contained in section 7 hereof are true and the Investor herein correct in all material respects as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, Time as if it such representations and warranties had been made on and as of such Closing Date; the accuracy on at and as of the Closing Date Time; the Company has in all material respects complied with all of the statements covenants and satisfied all of the officers terms and conditions of this Subscription Agreement on its part to be complied with or satisfied at or prior to the Closing Time; and the Company is a reporting issuer for the purposes of the securities legislation of the Provinces of British Columbia and Ontario and there is no material change in the affairs of the Company which presently requires disclosure under subsection 67(1) of the Securities Act (British Columbia) and no such disclosure has been made pursuant to the provisions hereofon a confidential basis; and the performance by each of the Company and the Investor on Purchaser shall have executed and delivered to each other the mutual limited release in the form attached as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor Exhibit III hereto; and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion Purchaser's Special Warrants shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agentcomprised of only Series A Special Warrants. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject conditional upon the Agent receiving, and the Agent shall have the right on the Closing Date on behalf of subscribers for the Subscription Receipts to withdraw all subscriptions delivered and not previously withdrawn by subscribers unless the Agent receives, on the Closing Date: (a) a legal opinion of the Company’s counsel, in form and substance satisfactory to the continuing accuracy Agent, both acting reasonably, with respect to such matters as the Agent may reasonably request, and including, inter alia, an opinion to the effect that: (i) the Company and each of its Subsidiaries are corporations existing under the laws of their jurisdiction of incorporation and has not been dissolved; (ii) the Company and each of its Subsidiaries has all requisite corporate capacity and power to own and operate its property and assets and to carry on its business as now conducted by it; (iii) the Company has all requisite corporate capacity and power to make the Offering and to execute and deliver this Agreement, including the certificates representing the Broker Options, and to perform all of its obligations contemplated thereunder, including the issue of the representations and warranties Common Shares issuable upon the exercise of the Broker Options; (iv) as at the Closing Date, the authorized capital of the Company consists of an unlimited number of Common Shares, of which, 62,640,001 Common Shares are issued and outstanding; (v) the Investor herein as execution and delivery of this Agreement, including the date hereof and as of certificate representing the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; Broker Options and the performance by the Company and of its obligations thereunder, including the Investor on and as issue of the Closing Date Common Shares issuable upon the exercise of its covenants the Broker Options do not and obligations hereunder will not result in a breach of, and to do not and will not conflict with, any of the following further conditions: A. Upon terms, conditions or provisions of the effectiveness constating documents of a registration statement covering the Standby Equity Distribution Agreement, Company or the Investor and resolutions of the Placement Agent shall receive the opinion directors or shareholders of Counsel to the Company, dated as ; (vi) all necessary corporate action has been taken by the Company to authorize the execution and delivery of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and other necessary documents, including the Offering Materials, or in order to evidence certificates representing the accuracy, completeness or satisfaction of any Broker Options and the completion of the representations, warranties or conditions herein contained. C. At Offering; this Agreement and prior to the Closing, (i) there shall have each of such necessary documents has been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into duly executed and delivered by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materialsand constitutes a legal, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class valid and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income binding obligation of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or terms (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.usual qualifications);

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, -------------- as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of Parent to effect --------------------- the Placement Agent hereunder transactions contemplated by this Agreement shall be subject to the continuing accuracy fulfillment at or prior to the time of Closing of each of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect following items which are conditions to the Company Closing. Parent may not rely on the failure of any condition set forth in Section 7.1 or the Investor8.1, as the case may be, as to be satisfied if it had been made on such failure was caused by Parent's failure to use reasonable efforts to commence or complete the Merger and as the other transactions contemplated by this Agreement. Parent in its sole discretion may waive any of the following conditions which waiver may be by written notice to Company of Parent's decision to waive such condition to the Closing; provided, however, that unless otherwise agreed to in writing, by Closing the Merger, Parent shall be deemed to have waived any unfulfilled conditions set forth in (c), (e), (f) and (h) below. (a) The Company shall have performed and complied with all material obligations and conditions required by this Agreement to be performed or complied with by Company prior to or at the Closing Date; the accuracy on . (b) All representations and warranties of Company contained in this Agreement shall be true and correct at and as of the Closing Date of Date, with the statements of the officers of the Company same force and effect as though made pursuant to the provisions hereof; and the performance by the Company and the Investor on at and as of the Closing Date Date, except for changes expressly permitted by this Agreement, and Parent shall have received a certificate duly executed by the president of its covenants and obligations hereunder and the Company as to the following further conditions: A. Upon the effectiveness foregoing. Any failure of a registration statement covering the Standby Equity Distribution Agreement, the Investor representation and the Placement Agent shall receive the opinion of Counsel warranty to the Company, dated be true and correct in any material respect at and as of the date thereofClosing Date, which opinion without regard to whether or not such representation or warranty is qualified in any respect by Company's knowledge in this Agreement, shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agentdeemed a failure of this condition precedent. B. At (c) There shall be no actual or prior threatened action by or before any court which seeks to restrain, prohibit or invalidate the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in transaction contemplated by this Agreement and or which might affect the Offering Materialsright of Parent or the ▇▇▇▇ Subsidiary to own, operate in its entirety or in order to evidence the accuracy, completeness or satisfaction of control any of the representationsAssets, warranties the Real Property, or conditions herein containedthe Business or which, as a result of the transaction contemplated by this Agreement, might affect such right as to Parent or any affiliate thereof subsequent to the Closing Date and which, in the judgment of the Board of Directors of Parent, made in good faith and based upon advice of its counsel, makes it inadvisable to proceed with the transaction contemplated by this Agreement. C. At and prior to the Closing, (id) there There shall have been no material adverse change nor development involving a prospective change in the Assets, the Real Property, the Business, or the results of operations, financial condition or prospects or the business activities, financial or otherwise, of the Company from or any Subsidiary, and the latest dates as Company and the Subsidiaries shall have not suffered any material loss or damage or any of which such condition is set forth in their properties or assets, whether or not covered by insurance, since the Offering Materialsdate of the Most Recent Balance Sheet. (e) All approvals, authorizations and consents required to be obtained shall have been obtained, including, without limitation, (i) the Parent Required Approvals; (ii) there shall have been no transaction, not in the ordinary course consent of business except the transactions pursuant to FTC and the Securities Purchase Agreement entered into by Antitrust Division under the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writingHSR Act; (iii) except the approval, if required, of the shareholders of Company and Parent; and (iv) the approval of every regulatory agency of federal, state, or local government that may be required in the reasonable opinion of either Parent or Company. Parent shall have been furnished with appropriate evidence, reasonably satisfactory to Parent and its counsel, of the granting of such approvals, authorizations and consents. (f) The holders of the Company Debt and the holders of any debt owed by the Parent or its subsidiaries whose consent is required shall have consented to the transactions set forth in this Agreement, without any change in the terms of such debt. (g) Parent shall have obtained the approval of the Parent's shareholders to consummate the Closing, and the Registration Statement shall be effective. (h) Company and ▇▇▇▇▇ ▇▇▇▇▇ shall have entered into the Stock Sale Restriction Agreement in form and substance as set forth in the Offering Materials, the Company Schedule 7.1(h) hereto. (i) ▇▇▇▇▇ ▇▇▇▇▇ and each of his affiliates shall not be have granted to Parent an irrevocable proxy in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except form and substance as set forth in the Offering MaterialsSchedule 7.1(i) hereto. (j) All Company Options shall have been canceled or exercised, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not be no outstanding warrants or options to purchase Company Common Stock or Company Preferred Stock except as listed on Schedule 6.8 hereto. (k) The number of Dissenting Shares at Closing shall constitute less than twenty percent (20%) of the total of outstanding shares of Company Common Stock at Closing. (l) Company and Regency Savings Bank, FSB ("Regency") shall have been any change entered into a written agreement satisfactory to Parent providing for an extension of the due dates of all those secured loans made by Regency to Company or Subsidiaries in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material aggregate amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied date of this Agreement of approximately $26,097,813 and that, as of the applicable closing, the representations currently having due dates between September 2000 and warranties of the Company set forth herein are true and correctOctober 2001. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: : A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement dated the date hereof, entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.Offering

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. (a) The obligations of the Placement Agent Company hereunder shall be in connection with the Closing are subject to the continuing following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Subscriber contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Subscriber required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Subscriber of the items set forth in Section 4(b) of this Unit Purchase Agreement. (b) The obligations of the Subscriber hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company and the Investor contained herein (unless as of the a specific date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the therein in which case may be, as if it had been made on and they shall be accurate as of such Closing Date; the accuracy on date); (ii) all obligations, covenants and as of the Closing Date of the statements of the officers agreements of the Company made pursuant required to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At performed at or prior to the Closing, the Investor and the Placement Agent Closing Date shall have been furnished such documents, certificates and opinions as it may reasonably require for performed; (iii) the purpose of enabling them to review or pass upon delivery by the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any Company of the representations, warranties or conditions herein contained.items set forth in Section 4(a) of this Unit Purchase Agreement; C. At and prior to the Closing, (iiv) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of Material Adverse Effect with respect to the Company from since the latest dates as of which such condition is set forth in date hereof; (v) the Offering Materials; Unit Shares (iiI) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company be listed on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; TSXV and (iiiII) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and thatsuspended, as of the applicable closingClosing Date, by the representations and warranties Canadian Securities Administrators or the TSXV from trading on the TSXV nor shall the Canadian Securities Administrators or the TSXV have threatened any suspension in writing as of the Closing Date nor shall the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation failed to insure that (x) any check, note, draft or other means of payment for meet the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration minimum listing maintenance requirements of the 1933 Act or any applicable state "Blue Sky" law or TSXV; and (2vi) the Investor is an Accredited InvestorTSXV Approval shall have been obtained.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or and the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing At Closing, the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested requested, at Closing Closing, the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at following are conditions precedent to the offices obligation of the Investor or its counsel. The obligations Agent to complete the Closing and of the Placement Agent hereunder shall Purchasers to purchase the Offered Units, which conditions the Corporation hereby covenants and agrees to use commercially reasonable efforts thereof to fulfil within the time set out herein therefor, and which conditions may be subject to waived in writing in whole or in part by the continuing accuracy of Agent: (i) the representations and warranties of the Company Corporation contained in this Agreement and the Investor herein as of the date hereof Subscription Agreements will be true and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may becorrect, as if it had been made on and as of such Closing Date; the accuracy on at and as of the Closing Date of the statements of the officers of the Company made pursuant Time, except where such representation or warranty makes reference to the provisions hereof; a certain date, then such representation or warranty is true and the performance by the Company and the Investor on and correct as of such date; (ii) the Closing Date of its covenants Corporation will have complied with all covenants, and obligations hereunder satisfied all terms and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to contained in this Agreement and the Offering Materials, Subscription Agreements on its part to be complied with or in order to evidence the accuracy, completeness satisfied at or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, Closing Time; (iiii) there the Corporation shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activitiesreceived all necessary approvals and consents, financial or otherwise, including all necessary regulatory approvals and consents (including those of the Company from Stock Exchange) required for the latest dates as completion of which such condition is the transaction contemplated by this Agreement, all in a form satisfactory to the Agent; (iv) the Stock Exchange shall have conditionally approved the listing of the Debenture Shares and Warrant Shares underlying the Offered Units and the Broker Units issuable upon exercise of the Broker Warrants, subject to the fulfillment of customary conditions; (v) the Agent shall have received the opinions, certificates and documents set forth in Section 4(a) to be delivered to the Offering MaterialsAgent; (vi) the Corporation will have entered into the Debenture Indenture and the Warrant Indenture, each in a form satisfactory to the Agent, acting reasonably; and (iivii) there shall have been no transaction, the Agent not in having previously terminated the ordinary course of business except the transactions obligations thereof pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialsthis Agreement. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein accuracy, as of the date hereof and as of the Date of Closing (the "Closing Date", of the representations and warranties of the Company contained herein, to the performance by the Company of its covenants and obligations hereunder, and to the following additional conditions, and the Company shall not issue or sell the Securities unless and until all of the conditions of this Section 5 shall have been satisfied or waived by the Placement Agent: (a) The Registration Statement has been declared effective by the SEC and the offering of the Securities by the Company complies with Rule 415 of the 1933 Act Rules and Regulations. All filings required by Rule 424, Rule 430A, Rule 430B and Rule 433(d) of the 1933 Act Rules and Regulations will be promptly made. No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of the Company or the Placement Agent, threatened or contemplated by the SEC, and any request of the SEC for additional information (to be included in the Registration Statement, the Disclosure Package or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Placement Agent. (b) The Placement Agent shall not have advised the Company on or prior to the Closing Date, that the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto contains an untrue statement of fact that, in the opinion of counsel to the Placement Agent, is material, or omits to state a fact that, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) On the Closing Date, the Placement Agent shall have received the opinion of W▇▇▇▇▇ L▇▇▇▇▇▇ ▇▇▇▇▇▇ & D▇▇▇▇, LLP, counsel for the Company, addressed to the Placement Agent and the Investors and dated the Closing Date, in substance as set forth on Exhibit A hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in substance as set forth on Exhibit B hereto. (d) On the Closing Date, the Placement Agent shall have received the opinion of L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel to the Placement Agent, addressed to the Placement Agent and dated the Closing Date, with respect to such matters as the Placement Agent may reasonably require; and the Company shall have furnished to such counsel such documents as it may reasonably request for the purposes of enabling it to review or pass on such matters. (e) On the date of this Agreement and on the Closing Date, the Placement Agent shall have received from Deloitte & Touche LLP, a letter or letters, dated the date of this Agreement and the Closing Date, respectively, in form and substance satisfactory to the Placement Agent and counsel for the Placement Agent, confirming that they are independent registered public accountants with respect to the Company or within the Investormeaning of the 1933 Act and the published Rules and Regulations and the rules and regulations of the PCAOB, as and stating the case may be, as if it had been made on conclusions and as findings of such Closing Date; firm with respect to the accuracy on financial information and other matters ordinarily covered by accountants’ “comfort letters” to placement agents in connection with registered public offerings. (f) Except as contemplated in each of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; Disclosure Package and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the ClosingProspectus, (i) there neither the Company nor any of its Subsidiaries shall have been no material adverse change nor development involving a prospective change sustained since the date of the latest audited financial statements included or incorporated by reference in the condition Disclosure Package and the Prospectus any loss or prospects interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; and (ii) subsequent to the business activities, financial or otherwise, of the Company from the latest respective dates as of which such condition information is set forth given in the Offering Materials; (ii) there Registration Statement, the Disclosure Package and the Prospectus, neither the Company nor any of its Subsidiaries shall have been no transactionincurred any liability or obligation, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement direct or contingent, or entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materialsany transactions, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long capital stock or short term) short-term or liabilities or obligations long-term debt of the Company and its Subsidiaries or any change, or any development involving or which is reasonably expected to involve a prospective change in the condition (contingent financial or otherwiseother), net worth, business, affairs, management, results of operations or cash flow of the Company or its Subsidiaries, the effect of which, in any such case described in clause (i) or (ii), is in your reasonable judgment so material or adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities being delivered on such Closing Date on the terms and trade payable debtin the manner contemplated in each of the Disclosure Package and the Prospectus. (g) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or The Nasdaq Global Market or the establishing on such exchanges by the SEC or by such exchanges of minimum or maximum prices that are not in force and effect on the date hereof; (ii) a suspension or material limitation in trading in the Company’s securities on the Nasdaq Global Market or the establishing on such exchange by the SEC or by such exchange of minimum or maximum prices that are not in force and effect on the date hereof; (iii) a general moratorium on commercial banking activities declared by either federal or any state authorities; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, which in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities in the manner contemplated in the Prospectus; or (v) no material amount any calamity or crisis, change in national, international or world affairs, act of God, change in the international or domestic markets, or change in the existing financial, political or economic conditions in the United States or elsewhere, that in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the assets Securities in the manner contemplated in each of the Company Disclosure Package and the Prospectus. (h) The Placement Agent shall have been pledged or mortgagedreceived certificates, except as indicated in dated the Offering Materials; Closing Date and (v) no action, suit or proceeding, at law or in equity, against signed by the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect Chief Executive Officer and the businesses, prospects or financial condition or income Chief Financial Officer of the Company, except in their capacities as set forth in the Offering Materials.such, stating that: D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that (i) the conditions set forth in subparagraph (CSection 5(a) above have been satisfied fully satisfied; (ii) they have carefully examined the Registration Statement, the Disclosure Package and thatthe Prospectus as amended or supplemented and all documents incorporated by reference therein and nothing has come to their attention that would lead them to believe that any of the Registration Statement, the Disclosure Package or the Prospectus, or any amendment or supplement thereto or any documents incorporated by reference therein as of their respective effective, issue or filing dates, contained, and the applicable closingProspectus as amended or supplemented and all documents incorporated by reference therein and when read together with the documents incorporated by reference therein, at such Closing Date, contains any untrue statement of a material fact, or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) since the Effective Date, there has occurred no event required to be set forth in an amendment or supplement to the Registration Statement, the Disclosure Package or the Prospectus which has not been so set forth; there has been no Issuer Free Writing Prospectus required to be filed under Rule 433(d) of the 1933 Act Rules and Regulations that has not been so filed; and there has been no document required to be filed under the 1934 Act and the 1934 Act Rules and Regulations that upon such filing would be deemed to be incorporated by reference into the Disclosure Package or the Prospectus that has not been so filed; (iv) all representations and warranties made herein by the Company are true and correct in all material respects (except for those representations and warranties which are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) at such Closing Date, with the same effect as if made on and as of such Closing Date, and all agreements herein to be performed or complied with by the Company on or prior to such Closing Date have been duly performed and complied with by the Company; (v) neither the Company nor any of its Subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in each of the Disclosure Package and the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; and (vi) except as disclosed in each of the Disclosure Package and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement, each of the Disclosure Package and the Prospectus, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations, direct or contingent, other than in the ordinary course of business, or entered into any transactions not in the ordinary course of business, which in either case are material to the Company or such Subsidiary; and there has not been any change in the capital stock or material increase in the short-term debt or long-term debt of the Company set forth herein are true or any of its Subsidiaries or any material adverse change or any development involving or that is reasonably expected to involve a prospective material adverse change, in the condition (financial or other), net worth, business, affairs, management, results of operations or cash flow of the Company and correctits Subsidiaries taken as a whole; and there has been no dividend or distribution of any kind, paid or made by the Company on any class of its capital stock. E. (i) The Company shall have furnished to the Placement Agent at the Closing Date such further information, opinions, certificates, letters and documents as the Placement Agent may have reasonably requested. (j) The Shares and the Warrant Shares shall have been listed for trading on The Nasdaq Global Market. (k) The Placement Agent shall have no obligation received duly and validly executed letter agreements referred to insure in Section 4(p) hereof. (l) The NASD shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the placement agency terms and conditions. (xm) any checkAll such opinions, notecertificates, draft or other means of payment for the Common Stock letters and documents will be honored, paid or enforceable against in compliance with the Investor provisions hereof only if they are satisfactory in accordance with its terms, or (y) subject form and substance to the performance of Placement Agent and to L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel for the Placement Agent's obligations . The Company will furnish the Placement Agent with such signed and conformed copies of such opinions, certificates, letters and documents as the accuracy Placement Agent may request. (n) If any of the conditions specified above in this Section 5 shall not have been satisfied at or prior to the Closing Date or waived by the Placement Agent's representations and warranties hereunderAgent in writing, (1) this Agreement may be terminated by the Offering is exempt from Placement Agent on written notice to the registration requirements of Company, whereupon the 1933 Act Company shall not issue or any applicable state "Blue Sky" law or (2) sell the Investor is an Accredited InvestorSecurities.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of each of the Placement Agent parties hereunder shall be are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect other parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such other parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) If requested by the effectiveness of Selling Agent, MLAI shall deliver a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel certificate to the Company, dated effect that: (i) the representations and warranties of MLAI contained herein are true and correct with the same effect as though expressly made at the Initial Closing Time and in respect of the Memorandum as in effect at the Initial Closing Time; and (ii) MLAI has performed all covenants and agreements herein contained to be performed on its part as of or prior to the date thereofInitial Closing Time. (b) As of the Initial Closing Time, which opinion Sidley Austin Brown & Wood LLP, counsel to the Manager, shall be deliver ▇▇ ▇▇▇ ▇▇▇ par▇▇▇▇ hereto its opinion, in form and substance reasonably satisfactory to each of the Investor, their counsel and the Placement Agentparties hereto. B. At or prior to the Closing, the Investor and the Placement Agent (c) The parties hereto shall have been furnished with such documentsadditional information, opinions, certificates and opinions documents, including supporting documents relating to parties described in the Memorandum and letters of representation signed by such parties with regard to information relating to them and included in the Memorandum as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement sale of the Units as herein contemplated and the Offering Materialsrelated proceedings, or in order to evidence the accuracy, accuracy or completeness or satisfaction of any of the representations, representations or warranties or the fulfillment of any of the conditions herein contained.; and all actions taken by the parties hereto in connection with the sale of the Units as herein contemplated shall be reasonably satisfactory in form and substance to Sidley Austin Brown & Wood LLP. APPENDIX A C. At and prior to (d) As of each Additional Closing Time, the Closing, (i) there parties hereto shall have been no material adverse change nor development involving a prospective change in furnished with such information, opinions and certified documents as the condition Manager and the Selling Agent may deem to be necessary or prospects or the business activities, financial or otherwise, appropriate. If any of the Company from the latest dates as of which such condition is set forth conditions specified in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement and all obligations hereunder may be canceled by any change party hereto by notifying the other parties hereto of such cancellation in writing or by telegram at any time at or prior to the indebtedness (long Initial Closing Time, and any such cancellation or short term) or liabilities or obligations termination shall be without liability of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, any party to any other party except as indicated otherwise provided in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsSection 6. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. (a) The obligations of the Placement Agent hereunder Parties in this Agreement shall be subject to the continuing accuracy following conditions (each of which is for the benefit of each Party and may only be waived with the consent of both Parties): (i) conditional approval by the TSX (subject only to customary post-closing filing requirements and payment of fees) to permit the completion of the transactions contemplated by this Agreement on terms satisfactory to the Company and the Investor, each acting reasonably; (ii) the Company having obtained the Shareholder Approval; (iii) no legal or regulatory action or proceeding shall be pending or threatened by any Person which would, in the opinion of the Investor acting reasonably, enjoin, restrict or prohibit the purchase and sale of the Purchased Shares contemplated hereby; and (iv) the issue and sale of the Purchased Shares being exempt from the requirements to file a prospectus or deliver an offering memorandum (as defined in Applicable Securities Laws) or any similar document under Applicable Securities Laws and other applicable securities laws relating to the issue and sale of the Purchased Shares, or that the Company has received such orders, consents or approvals as may be required to permit such issue, sale and delivery without the requirement to file a prospectus or deliver an offering memorandum or any similar document. (b) The obligations the Parties in this Agreement shall be subject to the following conditions for the exclusive benefit of the Investor and may only be waived with the consent of the Investor: (i) the Company being a “reporting issuer” for purposes of National Instrument 45-102 – Resale of Securities, at the Closing Date in a jurisdiction of Canada; (ii) the representations and warranties of the Company and to the Investor herein being true and correct as of at the date hereof Closing Time, with the same force and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, effect as if it had been as if such representations and warranties were made on at and as of such time and a certificate of an officer of the Company shall be delivered to the Investor at the Closing Date; Time in this respect; (iii) no Material Adverse Effect shall have occurred since the accuracy on date of Agreement and a certificate of an officer of the Company shall be delivered to the Investor at the Closing Time in this respect; (iv) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Company at or before the Closing Time shall have been complied with or performed and a certificate of an officer of the Company shall be delivered to the Investor at the Closing Time in this respect; (v) the Investor shall have received at the Closing Time a certificate of an officer of the Company dated as of the Closing Date of and attaching the statements of the officers constating documents of the Company made pursuant and all resolutions of directors relating to this Agreement; and (vi) the Investor shall have received at the Closing Time a legal opinion from Canadian counsel to the provisions hereof; and the performance by the Company and the Investor on and dated as of the Closing Date addressing such matters as are typically addressed in a legal opinion delivered in connection with a transaction of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreementthis nature, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor’s counsel, their counsel and acting reasonably, a form of which is attached hereto as Schedule E. (c) The obligations the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to Parties in this Agreement and shall be subject to the Offering Materials, or in order to evidence following conditions for the accuracy, completeness or satisfaction of any exclusive benefit of the representations, warranties or conditions herein contained.Company and may only be waived with the consent of the Company: C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Investor to the Company set forth herein are being true and correct. E. The Placement Agent shall have no obligation to insure that (x) any checkcorrect as at the Closing Time, note, draft or other means of payment for with the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations same force and the accuracy of the Placement Agent's effect as if as if such representations and warranties hereunder, (1) the Offering is exempt from the registration requirements were made at and as of such time and a certificate of an officer of the 1933 Act Investor shall be delivered to the Company at the Closing Time in this respect; and (ii) all of the terms, covenants and conditions of this Agreement to be complied with or any applicable state "Blue Sky" law or (2) performed by the Investor is at or before the Closing Time shall have been complied with or performed and a certificate of an Accredited Investorofficer of the Investor shall be delivered to the Company at the Closing Time in this respect.

Conditions of Closing. The Closing Buyer's and Seller's obligations to close the Transaction shall be held at the offices conditioned upon (each of the Investor or its counsel. The obligations conditions may be waived by Buyer in writing only): 7.1 Buyer obtaining the consent of the Placement Agent hereunder shall be subject lessors of the leases assumed by Buyer, and the consent of the other parties to any other contracts assumed by Buyer, to the continuing accuracy extent said consents are required; 7.2 Buyer having obtained, or having obtained the appropriate consents or approvals to the assignment of, all permits, licenses and contracts necessary to continue the operations of the representations and warranties of Business; 7.3 Seller having maintained the Company and Assets in the Investor herein same condition as of the date hereof of this Agreement (subject to ordinary wear and tear only); 7.4 Seller having conducted the Business diligently and substantially in the same manner as prior to the execution of this Agreement and not having entered into any contract, commitment or transaction not in the usual and ordinary course of business; 7.5 The operations of the Date Business not having changed in A material and adverse manner between the date of Closing (this Agreement and the "Closing Date") date of Closing; 7.6 There being no governmental investigations or suits pending or threatened with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as operations of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgagedBusiness, except as indicated may otherwise be agreed to in writing by Buyer; 7.7 Buyer obtaining adequate financing for this Transaction. 7.8 The Gicks entering into a Consulting Agreement in the 7.9 Buyer obtaining executed Employment Agreements from key employees as determined by Buyer, with terms and content acceptable to Buyer; 7.10 Buyer and Seller agreeing as to the manner in which the purchase price shall be allocated among the various assets transferred pursuant to this Agreement. The parties agree to execute and complete such forms as are required by the Internal Revenue Service to evidence such allocation. At this time it is contemplated that more than one half of the purchase price shall be allocated to Gicks pending patent rights. 7.11 Buyer and Seller executing a Lease for the Gick ▇▇▇lding in the Offering Materials; and (v) no action, suit or proceedingform attached as Exhibit "D", at law or in equityan initial rate of rent of $12,049.50 per month, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commissiontriple net, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialssubject to annual C.P.I. increases. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer7.12 Buyer confirming that Seller did not omit any known material liabilities from its June 30, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph 1997 Balance Sheet (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correctExhibit "E"). E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at following are conditions precedent to the offices obligation of the Investor or its counsel. The obligations Agent to complete the Closing and of the Placement Agent hereunder shall Purchasers to purchase the Offered Units, which conditions the Corporation hereby covenants and agrees to use commercially reasonable best-efforts thereof to fulfil within the time set out herein therefor, and which conditions may be subject to waived in writing in whole or in part by the continuing accuracy of Agent: (i) the representations and warranties of the Company Corporation in this Agreement and the Investor herein as any certificate of the date hereof Corporation delivered hereunder are true and as of the Date of Closing (the "Closing Date") with respect correct, except where such representation or warranty makes reference to the Company a certain date, then such representation or the Investor, as the case may be, as if it had been made on warranty is true and correct as of such Closing Date; date; (ii) the accuracy on Corporation will have complied with all covenants, and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; satisfied all terms and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution , contained in this Agreement, the Investor Subscription Agreements and the Placement Agent shall receive the opinion of Counsel Registration Rights Agreement on its part to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At complied with or satisfied at or prior to the ClosingClosing Time; (iii) no order, ruling or determination having the Investor and effect of suspending the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for sale or ceasing the purpose trading in any securities of enabling them to review or pass upon the matters referred to in this Agreement and the Offering MaterialsCorporation, or in order to evidence prohibiting the accuracy, completeness issue and sale of the Offered Units or satisfaction of any of the representationsCorporation’s issued securities, warranties has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or conditions herein contained.are pending or threatened by any Governmental Authority; C. At and prior to the Closing(iv) since August 31, (i) 2022, there shall have has been no material adverse change nor development involving a prospective change in the condition (actual or prospects or the business activitiesproposed, whether financial or otherwise, of the Company from the latest dates as of which such condition is set forth ) in the Offering Materials; (ii) there shall have been no transactionbusiness, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materialsaffairs, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materialscondition, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or operations, assets, liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; or capital of the Corporation; (v) no material amount the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents required for the completion of the assets transactions contemplated by this Agreement, all in a form satisfactory to the Agent; (vi) notification of the Company listing of the Common Shares and the Warrant Shares on the Nasdaq shall have been pledged or mortgagedmade to the Nasdaq, except as indicated in without objection by the Offering Materials; Nasdaq; (vii) the Agent shall have received the opinions, certificates and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as documents set forth in Section 4(a) to be delivered to the Offering Materials.Agent; D. If requested at Closing (viii) the Investor Agent shall, in its sole discretion, acting reasonably, be satisfied with its due diligence review and investigations with respect to the Placement Agent shall receive a certificate business, assets, financial condition, affairs and prospects of the Company signed by an executive officer and chief financial officer, dated as of Corporation; (ix) the applicable Closing, Corporation will have entered into the Warrant Certificates in a form satisfactory to the effect that Agent, acting reasonably; (x) the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for received the certificates evidencing the Common Stock will be honored, paid or enforceable against Shares comprised in the Investor Units and the Warrant Certificates; and (xi) the Agent shall not have previously terminated this Agreement in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorterms hereof.

Conditions of Closing. The Closing shall be held at the offices obligation of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be each L/C Issuer and each Lender to enter into this Agreement is subject to the continuing accuracy satisfaction of the representations and warranties following conditions precedent: (a) The Administrative Agent’s receipt of the Company and the Investor herein as following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the InvestorCompany, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of each dated the Closing Date (or, in the case of the statements certificates of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of governmental officials, a recent date before the Closing Date of its covenants Date) and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be each in form and substance reasonably satisfactory to the Investor, their counsel Administrative Agent and each of the Placement Agent.Lenders: B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose (i) executed counterparts of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or Company Guaranty sufficient in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior number for distribution to the ClosingAdministrative Agent, each Lender and the Company; (iii) there shall have been no material adverse change nor development involving a prospective change in the condition such certificates of resolutions or prospects or the business activitiesother action, financial or otherwise, incumbency certificates and/or other certificates of Responsible Officers of the Company from as the latest dates Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer or Borrowing Officer thereof authorized to act as of a Responsible Officer or Borrowing Officer, as the case may be, in connection with this Agreement and the other Loan Documents to which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; is a party; (iii) except such documents and certifications as set forth in the Offering Materials, Administrative Agent may reasonably require to evidence that the Company shall not be is duly organized or formed, and that the Company is validly existing, in default under any provision of any instrument relating good standing and qualified to any outstanding indebtedness for which a waiver or extension has not been otherwise received; engage in business in Delaware; (iv) except a favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, counsel to the Company, addressed to the Administrative Agent and each Lender, as set forth in the Offering Materials, to such matters concerning the Company shall not have issued any securities and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request; (other than those to be issued as provided in the Offering Materialsv) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations a certificate signed by a Responsible Officer of the Company certifying that (contingent or otherwiseA) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein Borrowers contained in Article V and each Loan Party contained in each other Loan Document, or which are contained in any document furnished as of the Closing Date in connection herewith or therewith, are true and correctcorrect on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (B) no Default or Event of Default exists or would result from any Credit Extension or the application of the proceeds thereof as of the Closing Date, and (C) after giving effect to the transactions to occur on or prior to the Closing Date, including the effectiveness of the Loan Documents, there has been no event or circumstance since December 31, 2011 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (vi) a Note executed by the Company in favor of each Lender requesting a Note. E. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Placement Administrative Agent’s receipt of the Audited Financial Statements. (d) The Administrative Agent’s receipt of evidence in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders that the Existing Credit Agreements and all commitments thereunder have been or, concurrently with the Closing Date, are being terminated, all obligations thereunder have been paid in full and all Liens, if any, securing obligations under the Existing Credit Agreements have been or, concurrently with the Closing Date, are being released (and each Lender party to an Existing Credit Agreement acknowledges the receipt and effectiveness of the Company’s notice of termination thereof). (e) The representations and warranties of the Company contained in Article V or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (f) Each Lender’s receipt of all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, that has been reasonably requested by such Lender not less than five Business Days prior to the Closing Date. (g) Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject received notice from such Lender prior to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorproposed Closing Date specifying its objection thereto.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counselcounsel pursuant to the terms of the Standby Equity Distribution Agreement. The obligations of the Placement Agent parties hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor parties hereto herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investorparties hereto, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company parties hereto made pursuant to the provisions hereof; and the performance by the Company and the Investor parties hereto on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Company, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. B. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering MaterialsMaterials that would require to be disclosed in the Registration Statement; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Standby Equity Distribution Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding material indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any material adverse change in the indebtedness (long or short term) or material trade payable debt or liabilities or obligations of the Company and its Subsidiaries taken as a whole (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (vvi) no action, suit or proceeding, at law or in equity, against the Company and its Subsidiaries or affecting any of their properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding would reasonably be likely to materially adversely affect the businesses, or financial condition or income of the Company and its Subsidiaries taken as a whole, except as set forth in the Offering Materials; (vii) no action, suit or proceeding, at law or in equity, against any party hereto or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could would reasonably be likely to materially adversely affect such party's ability to consummate the businessestransactions contemplated by this Agreement, prospects the Standby Equity Distribution Agreement, the Escrow Agreement, or financial condition or income of the Company, except as set forth in the Offering MaterialsRegistration Rights Agreement. D. C. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (CB) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. D. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The 5.1 This agreement is subject to the approval, prior to the Closing shall be held at the offices Date, of the Investor or its counsel. The Canadian Venture Exchange and all other securities regulatory authorities as may have jurisdiction. 5.2 All obligations of the Placement Agent hereunder shall be Purchaser under this agreement are subject to the continuing accuracy fulfillment, at or prior to the Closing Date, of the following conditions: (a) the respective representations and warranties of the Company Vendor and the Investor herein Company contained in this agreement or in any Schedule hereto or certificate or other document delivered to the Purchaser pursuant hereto shall be substantially true and correct as of the date hereof and as of the Closing Date of Closing (with the "Closing Date") with respect to the Company or the Investor, same force and effect as the case may be, as if it though such representations and warranties had been made on and as of such date, regardless of the date as of which the information in this agreement or any such Schedule or certificate is given, and the Purchaser shall have received on the Closing Date certificates dated as of the Closing Date; , in forms satisfactory to counsel for the accuracy Purchaser and signed under seal by the Vendor and by a senior officer of the Company to the effect that their respective representations and warranties referred to above are true and correct on and as of the Closing Date with the same force and effect as though made on and as of such date, provided that the acceptance of such certificates and the closing of the statements transaction herein provided for shall not be a waiver of the officers respective representations and warranties contained in Article 3 or in any Schedule hereto or in any certificate or document given pursuant to this agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of the Purchaser; (b) the Company made pursuant shall have caused to be delivered to the provisions hereof; and the performance by Purchaser certificates of an officer of the Company and the Investor Vendor or, in form and substance satisfactory to the Purchaser, dated as of the Closing Date, to the effect that: (i) the Company owns, possesses and has good and marketable title to its undertaking, property and assets, and without restricting the generality of the foregoing, those assets described in the balance sheet included in the Financial Statements, free and clear of any and all mortgages, liens, pledges, charges, security interests, encumbrances, actions, claims or demands of any nature whatsoever and howsoever arising; (ii) the Company has been duly incorporated and organized and is validly existing under the laws of Samoa, it has the corporate power to own or lease its properties and to carry on its business that is now being conducted by it and is in good standing with respect to filings with the appropriate governmental authorities; (iii) the issued and authorized capital of the Company is as set out in this agreement and all of the issued and outstanding shares have been validly issued as fully paid and non-assessable; (iv) all necessary approvals and all necessary steps and corporate proceedings shall have been taken to permit the shares of the Joint Venture currently registered in the name of Publicis Ad-Link Group Limited to be duly and validly transferred to and registered in the name of the Company; and (v) the consummation of the purchase and sale contemplated by this agreement, and specifically the transfer of the Shares to the Purchaser, will not be in breach of any laws of China or Samoa and, in particular but without limiting the generality of the foregoing, the execution and delivery of this agreement by the Vendor and the Company has not breached and the consummation of the purchase and sale contemplated hereby will not be in breach of any laws of China or Samoa; and, without limiting the generality of the foregoing, that all corporate proceedings of the Company, its shareholders and directors and all other matters which, in the reasonable opinion of counsel for the Purchaser, are material in connection with the transaction of purchase and sale contemplated by this agreement, have been taken or are otherwise favourable to the completion of such transaction. (c) the Company shall have caused to be delivered to the Purchaser an opinion from counsel qualified to practice law in the People's Republic of China that the sale of all of the Shares of the Company to the Purchaser will not constitute an event of default that will invalidate the advertising license of the Joint Venture and will not create an event whereby the interest of the Company in the Joint Venture may be diluted. (d) the Company shall have caused to be delivered to the Purchaser the documentation required under paragraph 3.26. (e) At the Closing Date there shall have been no materially adverse change in the affairs, assets, liabilities, or financial condition of the Company, the Joint Venture or the Business (financial or otherwise) from that shown on or reflected in the Financial Statements. (f) No substantial damage by fire or other hazard to the Business shall have occurred prior to the Closing Date. 5.3 In the event any of the foregoing conditions contained in paragraph 5.2 hereof are not fulfilled or performed at or before the Closing Date to the reasonable satisfaction of the Purchaser, the Purchaser may terminate this agreement by written notice to the Vendor and the Company, in such event the Purchaser shall be released from all further obligations hereunder but any of such conditions may be waived in writing in whole or in part by the Purchaser without prejudice to its rights of termination in the event of the non-fulfillment of any other conditions or conditions. 5.4 All obligations of the Vendor under this agreement are subject to the fulfillment, at or prior to the Closing Date, of the following conditions: (a) the representations and warranties of the Purchaser contained in this agreement or in any Schedule hereto or certificate or other document delivered to the Company and the Vendor pursuant hereto shall be substantially true and correct as of the date hereof and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date, regardless of the date as of which the information in this agreement or any such Schedule or certificate is given, and the Vendor shall have received on the Closing Date a certificate dated as of the Closing Date, in form satisfactory to the Vendor and signed under seal by a senior officer of the Purchaser, to the effect that such representations and warranties referred to above are true and correct on and as of the Closing Date with the same force and effect as though made on and as of its covenants such date, provided that the acceptance of such certificate and obligations hereunder the closing of the transaction herein provided for shall not be a waiver of the representations and warranties contained in Article 4 or in any Schedule hereto or in any certificate or document given pursuant to this agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of the Vendor. (b) The Purchaser shall have caused to be delivered to the following further conditions: A. Upon Vendor a certificate of an officer of the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor Purchaser in form and the Placement Agent shall receive the opinion of Counsel substance satisfactory to the CompanyVendor, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable ClosingDate, to the effect that: (i) the Purchaser has been duly incorporated and organized and is validly subsisting under the laws of Nevada, it has the corporate power to own or lease its properties and to carry on its business that is now being conducted by it and is in good standing with respect to all filings with the appropriate corporate authorities in Nevada and with respect to all annual and quarterly filings with the United States Securities and Exchange Commission; (ii) all necessary approvals and all necessary steps and corporate proceedings have been obtained or taken to permit the Purchaser Shares to be duly and validly allotted and issued to and registered in the name of the Vendor; 5.5 In the event that any of the conditions set forth contained in subparagraph (C) above have been satisfied and that, as paragraph 5.4 hereof shall not be fulfilled or performed by the Purchaser at or before the Closing Date to the reasonable satisfaction of the applicable closing, Vendor then the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent Vendor shall have no obligation to insure that (x) any check, note, draft or other means of payment for all the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject rights and privileges granted to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunderPurchaser under paragraph 5.3, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investormutatis mutandis.

Conditions of Closing. (1) The Closing shall be held at the offices of the Investor or its counsel. The Agents’ obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of following conditions: (a) the Corporation will have complied in all material respects with all obligations and covenants and satisfied all terms and conditions contained in this Agreement on its part to be complied with or satisfied at or prior to each Closing Time; (b) the representations and warranties of the Company Corporation contained in this Agreement (i) that are qualified by references to materiality or Material Adverse Effect will be true and correct in all respects; and (ii) the Investor herein representations and warranties not so qualified will be true and correct in all material respects, in each such case, as of the date hereof and Closing Date as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been though made on and as of such Closing Date (except for such representations and warranties which refer to or are made as of another specified date, in which case, such representations and warranties will have been true and correct as of that date); (c) the Lead Agent shall have received at the Closing Time, a certificate dated the Closing Date signed by the Corporation’s Chief Executive Officer, addressed to the Agents and Agents’ Counsel, with respect to: (i) the constating documents of the Corporation, (ii) all resolutions of the board of directors of the Corporation relating to the Offering and the transactions contemplated hereby and thereby, as applicable, and (iii) the incumbency and specimen signatures of the signing officers relating to this Agreement and the Subscription Agreements, as applicable; (d) the Lead Agent shall have received at the Closing Time, a certificate dated the Closing Date; , addressed to the accuracy Agents and Agents’ Counsel and signed by the Corporation’s Chief Executive Officer, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiry, that: (i) since the date of this Agreement, there has been no Material Adverse Change, except as disclosed in the Offering Documents or the Supplementary Material, if any; (ii) the Corporation has complied with all obligations and covenants and satisfied all terms and conditions contained in this Agreement on its part to be complied with or satisfied at or prior to the Closing Time other than those which may have been waived in writing by the Lead Agent; (iii) the representations and warranties of the Corporation contained in this Agreement: (A) that are qualified by references to materiality or Material Adverse Effect are true and correct in all respects, and (B) the representations and warranties not so qualified are true and correct in all material respects, in each such case, as of the Closing Date, as though made on and as of the Closing Date after giving effect to the transactions contemplated hereby and thereby (except for such representations and warranties which refer to or are made as of another specified date, in which case, such representations and warranties will have been true and correct as of that date); and (iv) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the statements Common Shares or any other securities of the officers Corporation has been issued or made by any Governmental Authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the Knowledge of the Company made pursuant Corporation, contemplated or threatened by any Governmental Authority; (e) the Lead Agent shall have received at the Closing Time a favourable legal opinion of the Corporation’s Counsel (who may rely, to the provisions hereofextent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Lead Agent as to matters governed by the laws of jurisdictions other than the provinces in Canada in which they are qualified to practice), addressed to the Agents, Agents’ Counsel and Odyssey Trust Company and dated the Closing Date, in form and substance satisfactory to Agents’ Counsel, acting reasonably, and based and relying on and subject to customary assumptions and qualifications, as to the following matters: (i) the existence of the Corporation under the laws of British Columbia; (ii) the corporate power of the Corporation to own, lease or operate its properties and assets and carry on its activities or business as currently conducted; (iii) the Corporation having all requisite corporate power, capacity and authority to (A) issue and sell the Debenture Units as contemplated by this Agreement; and (B) to perform its obligations under the Offering Documents; (iv) the Debenture Units (and underlying securities) and Broker Warrants (and underlying securities) have been duly and validly authorized and: (A) the Debentures and Warrants underlying each Debenture Unit, have been validly created and issued; (B) the Broker Warrants have been validly created and issued; (C) upon due exercise of the Broker Warrants in accordance with their terms, including full payment of the exercise price for each Broker Warrant, the Debentures and Warrants underlying each Debenture Unit will be validly created and issued; (D) the Debenture Shares issuable upon conversion of Debentures (including, for greater certainty, Debentures underlying any Debenture Units issuable upon exercise of Broker Warrants) have been reserved for issuance to the holders of Debentures, and upon exercise of the Debentures in accordance with their terms, the Debenture Shares will be validly issued as fully paid and non- assessable shares of the Corporation; and (E) the Warrant Shares underlying Warrants (including, for greater certainty, Warrants underlying any Debenture Units issuable upon exercise of Broker Warrants) have been reserved for issuance to the holders of Warrants, and upon due exercise of the Warrants in accordance with their terms, including full payment of the exercise price for each Warrant Share, the Warrant Shares will be validly issued as fully paid and non-assessable shares of the Corporation; (v) each of the Offering Documents, other than the Investor Presentation and the Term Sheet, having been duly executed and delivered by the Corporation; (vi) the authorized share capital of the Corporation, prior to the issue of the Debenture Units; (vii) the holders of the Debentures are entitled to the benefit of the Debenture Indenture (subject to the terms of the Debenture Indenture), and no registration, filing or recording of, or with respect to, the Debenture Indenture is necessary in order to preserve or protect the validity or enforceability of the Debenture Indenture or the Debentures issued under the Debenture Indenture; (viii) the holders of the Warrants are entitled to the benefit of the Warrant Indenture (subject to the terms of the Warrant Indenture), and no registration, filing or recording of, or with respect to, the Warrant Indenture is necessary in order to preserve or protect the validity or enforceability of the Warrant Indenture or the Warrants issued under the Warrant Indenture; (ix) none of the execution and delivery of the Offering Documents, or the performance by the Company Corporation of its obligations hereunder or thereunder or the issuance of the Debenture Units, the Debentures, the Warrants, the Debenture Shares, the Warrant Shares or the Broker Warrants, conflicts with or results in any breach of the constating documents of the Corporation or the Business Corporations Act (British Columbia), any judgment, order or decree of any court; agency, tribunal, arbitrator or other authority in British Columbia; (x) the issuance, sale and delivery of the Debenture Units, Debentures and Warrants by the Corporation to the Purchasers and the issuance of the Debenture Shares and Warrant Shares upon the conversion of the Debentures and the exercise of the Warrants, as applicable, are exempt from the prospectus requirements of applicable Canadian Securities Laws and no documents being required to be filed, no proceedings are required to be taken and no approvals, permits, consents or authorizations of any securities regulatory authority being required to be obtained by the Corporation or the Agents, as applicable, under applicable Canadian Securities Laws to permit the distribution of the Debenture Units by the Corporation in accordance with the Offering Documents; however, where required by Canadian Securities Law, the Corporation will be required to file with the applicable Securities Commissions completed reports to Part 6 of NI 45-106 together with payment of applicable fees and a copy of the Investor Presentation and any amendments or supplements thereto; (xi) the issuance and delivery of the Broker Warrants by the Corporation to the Agents, the Debenture Units upon the exercise of the Broker Warrants in accordance with terms of the Broker Warrant Certificate, the Debentures and Warrants underlying the Debenture Units issuable upon conversion of the Broker Warrants in accordance with the Broker Warrant Certificate, the Debenture Shares issuable upon exercise of the Debentures and the Warrant Shares issuable upon the exercise of the Warrants are exempt from the prospectus requirements of applicable Canadian Securities Laws and no documents being required to be filed, no proceedings are required to be taken and no approvals, permits, consents or authorizations of any securities regulatory authority being required to be obtained by the Corporation or the Agents, as applicable, under applicable Canadian Securities Laws to permit the distribution of the Broker Warrants by the Corporation in accordance with the Offering Documents; however, where required by Canadian Securities Law, the Corporation will be required to file with the applicable Securities Commissions completed reports to Part 6 of NI 45-106 together with payment of applicable fees and a copy of the Investor Presentation and any amendments or supplements thereto; (xii) the first trade by a Purchaser of the Debentures and Warrants underlying the Debenture Units (including the Debenture Units issuable upon exercise of the Broker Warrants), the Debenture Shares issuable upon conversion of the Debentures (including, for the avoidance of doubt, Debentures underlying any Debenture Units issuable upon exercise of Broker Warrants), and the Warrant Shares issuable upon exercise of the Warrants (including, for the avoidance of doubt, Warrants underlying any Debenture Units issuable upon exercise of Broker Warrants), being exempt from the prospectus requirements of applicable Canadian Securities Laws and no prospectus, offering memorandum or other document is required to be filed, no proceeding is required to be taken and no approval, permit, consent or authorization of regulatory authorities is required to be obtained by the Corporation under applicable Canadian Securities Laws to permit such trade through registrants registered under Canadian Securities Laws who have complied with such laws and the terms and conditions of their registration, provided that at the time of such trade: (A) the Corporation is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the first trade; (B) at the time of the first trade, at least four months have elapsed from the “distribution date” (as such term is defined in NI 45-102) of the applicable security; (C) the certificates representing the securities that are the subject of the trade were issued with a legend stating the prescribed restricted period in accordance with Section 2.5(2)3(i) of NI 4-102 or if the securities are entered into a direct registration or other electronic book entry system, or if the purchaser did not directly receive a certificate representing the security, the purchaser received written notice containing the legend restriction notation set out in Section 2.5(2)3(i) of NI 45-102; (D) the trade is not a “control distribution” (as defined in NI 45-102); (E) no unusual effort is made to prepare the market or to create a demand for the security that is the subject of the trade; (F) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and (G) if the selling security holder is an insider or officer of the Corporation, the selling securityholder has no reasonable grounds to believe that the Corporation is in default of “securities legislation” (as defined in National Instrument 14 101 – Definitions and Interpretation); it being understood that Corporation’s Counsel may, to the extent appropriate in the circumstances, as to matters of fact not independently established or within the knowledge of Corporation’s Counsel, rely on certificates of government officials, the Auditors and officers of the Corporation, as applicable; (xiii) Odyssey Trust Company, at its principal office in Vancouver, British Columbia, has been duly appointed as registrar and transfer agent for the Common Shares; (xiv) Odyssey Trust Company, at its office in Calgary, Alberta, has been duly appointed as the trustee for the Debentures under the Debenture Indenture; (xv) Odyssey Trust Company, at its office in Calgary, Alberta, has been duly appointed as the trustee for the Warrants under the Warrant Indenture; (xvi) each of the Offering Documents, other than the Term Sheet and the Investor Presentation, constituting a legal, valid and binding agreement enforceable against the Corporation in accordance with its terms, subject to customary qualifications; and (xvii) in the event that any Debenture Units are offered and sold in the United States, and assuming (A) the representations of the Agents and the Corporation contained in this Agreement are true, correct and complete, and (B) compliance by the Agents and the Corporation with their respective covenants set forth in this Agreement, it is not necessary in connection with the offer and sale of the Debentures Units, in the manner contemplated by this Agreement, to register the Debentures Units under the U.S. Securities Act; it being understood that U.S. counsel to the Corporation may, to the extent appropriate in the circumstances, as to matters of fact not independently established or within the knowledge of U.S. counsel to the Corporation, rely on certificates of government officials, the Auditors and officers of the Corporation, as applicable; (f) the Lead Agent shall have received legal opinions addressed to the Agents and the Purchasers, in form and substance satisfactory to the Lead Agent, acting reasonably, in respect of each of the Subsidiaries and the Ionic Entity dated as of the Closing Date, from counsel to the Corporation with respect to the following matters, and all such opinions may be subject to customary assumptions, reliance’s and qualifications: (i) the incorporation, existence and good standing of each of the Subsidiaries and the Ionic Entity under the laws of its jurisdiction of incorporation; (ii) the authorized capital of the Subsidiaries and the Ionic Entity and the ownership thereof; and (iii) that each of the Subsidiaries and the Ionic Entity has all necessary corporate power under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and own and lease its properties and assets and to conduct its business; (g) at the Closing Time, a certificate dated as of the Closing Date of its covenants each of the Subsidiaries and obligations hereunder the Ionic Entity signed by an appropriate officer of such Subsidiary and the Ionic Entity, as applicable, addressed to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution AgreementAgents and Agents’ Counsel, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the InvestorLead Agent, their counsel acting reasonably, certifying for and on behalf of each of the Subsidiaries and the Placement Agent. B. At or prior Ionic Entity and not in their personal capacities that, to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any actual knowledge of the representationspersons signing such certificate, warranties or conditions herein contained. C. At after having made due and prior relevant inquiry, as to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activitiescorporate good standing, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; and (ii) there as to the authorized capital and ownership thereof, of such Subsidiary and the Ionic Entity, as applicable; (h) the Corporation having delivered the Debentures and Warrants to the Agents in accordance with section 8(2)(a); (i) the Agents shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive received a certificate of status or equivalent with respect to the Company signed by an executive officer and chief financial officerCorporation, dated as each of the applicable Closing, Subsidiaries and the Ionic Entity; (j) all conditions precedent provided for in the Debenture Indenture relating to the effect that creation, issuance, certification and delivery of the conditions set forth in subparagraph (C) above Debentures shall have been satisfied and that, as no Event of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.Defaul

Conditions of Closing. The Closing Date shall not occur, nor shall any Lender, the Administrative Agent, any Agent or any other party hereto be held at obligated to take, fulfill or perform any other action hereunder, until the offices following conditions precedent have been satisfied or waived in the sole discretion of the Investor or its counsel. Required Lenders: (a) The obligations Administrative Agent and each Agent shall have received (i) an executed copy of the Placement Agent hereunder shall be subject to the continuing accuracy each Basic Document and (ii) such other documents, instruments, agreements and Opinions of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, Counsel as the case may be, as if it had been made on and as of such Closing Date; Administrative Agent or any Agent shall request in connection with the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance transactions contemplated by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution this Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be each in form and substance reasonably satisfactory to the InvestorAdministrative Agent or such Agent, their counsel and the Placement Agentas applicable. B. At or prior to the Closing, the Investor (b) The Administrative Agent and the Placement each Agent shall have been furnished such documentsreceived (i) satisfactory evidence, certificates which may be in the form of an Officer’s Certificate or an Opinion of Counsel, that the Borrower, the Servicer, World Acceptance and opinions as it may reasonably require for the purpose Backup Servicer have obtained all required consents and approvals of enabling them all Persons, including all requisite Governmental Authorities, to review or pass upon the matters referred to in execution, delivery and performance of this Agreement and the Offering Materials, or in order other Basic Documents to evidence which each is a party and the accuracy, completeness or satisfaction of any consummation of the representations, warranties transactions contemplated hereby or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition thereby or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there an Officer’s Certificate or an Opinion of Counsel from each of the Borrower, the Servicer, World Acceptance and the Backup Servicer, in form and substance satisfactory to the Administrative Agent and each Agent, affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence, Opinion of Counsel or Officer’s Certificate shall in no way limit the recourse of the Administrative Agent or any Secured Party against World Acceptance or the Borrower for a breach or World Acceptance’s as the Borrower’s representation or warranty that all such consents and approvals have, in fact, been obtained. (c) The Borrower and World Acceptance shall each be in compliance in all material respects with all Applicable Laws and shall have been no transactiondelivered an Officer’s Certificate to the Administrative Agent and each Agent as to such compliance and other closing matters. (d) The Borrower shall have paid all fees, not in costs and expenses required to be paid by it on the ordinary course Closing Date, including all fees required hereunder and under the Fee Letter, and shall have reimbursed each Lender and the Administrative Agent for all fees, costs and expenses of business except closing the transactions pursuant to contemplated hereunder and under the Securities Purchase Agreement entered into by other Basic Documents, including the Company on the date hereof which has not been disclosed in the Offering Materials fees and expenses of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP. (e) No Event of Default, Unmatured Event of Default or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company Facility Amortization Event shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialsoccurred. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (Cf) above have been satisfied and No Servicer Termination Event or any event that, as with the giving of notice or the applicable closinglapse of time, the representations and warranties of the Company set forth herein are true and corrector both, would become a Servicer Termination Event shall have occurred. E. (g) The Placement Administrative Agent and each Agent shall have no obligation to insure that (x) any checkreceived Schedule D and Exhibits D, noteE, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations H and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.J.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing DateCLOSING DATE") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing At Closing, the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited InvestorInvestor.10.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agentas set forth in Schedule 9 hereto. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in material default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened in writing before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. . If requested at Closing Closing, the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are shall have been true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor correct in accordance with its terms, or (y) subject to the performance all material respects as of the Placement Agent's obligations and the accuracy date of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorinitial Closing.

Conditions of Closing. The Closing shall be held at the offices purchase and sale of the Investor or its counsel. The obligations of the Placement Agent hereunder Offered Securities shall be subject to the continuing accuracy following conditions, which conditions may be waived in writing in whole or in part by the party entitled to the benefit thereto: (a) the Corporation and the Agent having complied fully with all applicable securities laws, regulations, rules and policies promulgated thereunder required to be complied with prior to the Closing Time in connection with the Offering; (b) the Agent having received an opinion of counsel to the Corporation in a form satisfactory to the Agent, acting reasonably, with respect to such matters as the Agent may reasonably request relating to the Offering of the representations and warranties of the Company Offered Securities and the Investor herein Subject Securities including, without limitation, that: (i) the Corporation is validly existing as of a company under the date hereof BCBCA and as of the Date of Closing (the "Closing Date") is in good standing with respect to the Company or filing of annual reports with the InvestorBritish Columbia Registrar of Companies the Corporation has all requisite corporate power and capacity to carry on its business as now conducted by it and to own its properties and assets; (ii) the Corporation has the necessary corporate power and capacity to carry on its business as now conducted by it, as to own its properties and assets and to enter into the case may be, as if it had Transaction Documents and to perform its obligations set out herein and therein; (iii) all necessary corporate action has been made on taken by the Corporation to authorize the execution and as of such Closing Date; the accuracy on and as delivery of the Closing Date of Agency Agreement, the statements of Subscription Agreements, the officers of GSA, the Company made pursuant to Agency and Interlender Agreement, the provisions hereof; Nuran Hypothec, the Debentures, the Debenture Warrants and the Broker Warrant Certificates, and the performance by the Company Corporation of its obligations thereunder, and the Investor on and as each of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agency Agreement, the Investor Subscription Agreements, the GSA, the Agency and Interlender Agreement, the Nuran Hypothec, the Debentures, the Debenture Warrants and the Placement Broker Warrant Certificates have been duly authorized, executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with its respective terms, subject to the qualification that such validity, binding effect and enforceability may be limited by: (A) applicable bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors’ rights generally; (B) equitable remedies, including, the remedies of specific performance and injunctive relief, being available only in the discretion of the applicable courts; (C) the statutory and inherent powers of a court to grant relief from forfeiture, to stay execution of proceedings before it and to stay execution on judgments; (D) the applicable laws regarding limitations of actions; (E) enforceability of provisions which purport to sever any provision which is prohibited or unenforceable under applicable law without affecting the enforceability or validity of the remainder of such document, as would be determined only in the discretion of the courts; (F) enforceability of the provisions exculpating a party from liability or duty otherwise owed by it may be limited under applicable law; and (G) that rights to indemnify, contribution and waiver under this Agreement may be limited or unavailable under applicable law; (iv) the execution and delivery of the Agency Agreement, the Subscription Agreements, the Debentures, the Debenture Warrants and the Broker Warrant Certificates, and the fulfillment of the terms thereof by the Corporation, and the performance of and compliance with the terms thereof by the Corporation do not result in a breach of, or constitute a default under, and do not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under the BCBCA, or any provision of the constating documents or articles; (v) the certificates representing the Offered Securities and the Bonus Shares and, where applicable, the Subject Securities, have been approved and adopted by the directors of the Corporation and comply with the legal requirements relating thereto; (vi) the issuance and distribution of the Offered Securities and the Bonus Shares by the Corporation to the Subscribers and the Broker Warrants to the Agent shall receive is exempt from the prospectus requirements of the Selling Jurisdictions and no documents are required to be filed (other than specified forms accompanied by requisite filing fees), or proceedings to be taken or approvals, permits, consents or authorizations to be obtained in any of the Selling Jurisdictions to permit such issuance and distribution of the Offered Securities or the Bonus Shares; (vii) the Debenture Shares issuable upon the conversion of the Debentures have been reserved and allotted for issuance and when issued in accordance with the terms of the Debenture will be validly issued as fully paid and non-assessable shares; (viii) the Common Shares issuable upon the exercise of the Debenture Warrants and Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the terms of the Broker Warrant Certificates will be validly issued as fully paid and non-assessable shares; (ix) the listing of the Debenture Shares issuable upon conversion of the Debentures and the Common Shares issuable upon exercise of the Debenture Warrants and the Broker Warrants on the Exchange; and (x) the authorized and issued capital of the Corporation, and, in addition to the foregoing, a favourable opinion of Counsel counsel to the Company, dated as of the date thereof, which opinion shall be Corporation in a form and substance reasonably satisfactory to the InvestorAgent, their counsel acting reasonably, regarding: (A) compliance with all applicable securities legislation including, without limitation, the receipt of all necessary regulatory approvals (including, without limitation, the conditional approval of regulatory authorities) relating to the distribution of the Subject Securities; (B) the first trade in the Subject Securities and the Placement Agent.nature and duration of re- sale restrictions applicable thereto; B. At or prior (C) the Bonus Shares being conditionally listed and posted for trading; and (D) as to all other legal matters relating to the Closingcreation, issuance, sale and delivery of the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions Subject Securities as it Agent’s counsel may reasonably require for request; (c) the purpose Agent having received an opinion of enabling them Quebec counsel in a form satisfactory to review or pass upon the Agent, acting reasonably, with respect to such matters referred as the Agent may reasonably request relating to in this Agreement and the Offering Materialsincluding, or in order to evidence the accuracywithout limitation, completeness or satisfaction of any of the representations, warranties or conditions herein contained.that: C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving the Subsidiary is validly existing as a prospective change company under the CBCA, and is in good standing with respect to filings with the condition or prospects or corporate registrar of Canada, the Subsidiary has all requisite corporate power and capacity to carry on its business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; now conducted by it and to own its properties and assets; (ii) there shall have been no transactionthe Subsidiary has the necessary corporate power and capacity to carry on its business as now conducted by it, not in to own its properties and assets and to enter into the ordinary course of business except Guarantee, Agency and Interlender Agreement, and Nutaq Hypothec (the transactions pursuant “Subsidiary Agreements”) and to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; perform its obligations set out therein; (iii) except as set forth all necessary corporate action has been taken by the Subsidiary to authorize the execution and delivery of the Subsidiary Agreements, and the performance by the Subsidiary of its obligations thereunder, and each of the Subsidiary Agreements have been duly authorized, executed and delivered by the Subsidiary and constitute legal, valid and binding obligations of the Corporation enforceable against the Subsidiary in accordance with its respective terms, subject to the qualification that such validity, binding effect and enforceability may be limited by: (A) applicable bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors’ rights generally; (B) equitable remedies, including, the remedies of specific performance and injunctive relief, being available only in the Offering Materialsdiscretion of the applicable courts; (C) the statutory and inherent powers of a court to grant relief from forfeiture, to stay execution of proceedings before it and to stay execution on judgments; (D) the Company shall applicable laws regarding limitations of actions; (E) enforceability of provisions which purport to sever any provision which is prohibited or unenforceable under applicable law without affecting the enforceability or validity of the remainder of such document, as would be determined only in the discretion of the courts; (F) enforceability of the provisions exculpating a party from liability or duty otherwise owed by it may be limited under applicable law; and (G) that rights to indemnify, contribution and waiver under this Agreement may be limited or unavailable under applicable law; (iv) the execution and delivery of the Subsidiary Agreements, and the fulfillment of the terms thereof by the Subsidiary, and the performance of and compliance with the terms thereof by the Subsidiary do not be result in a breach of, or constitute a default under, and do not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under the CBCA, or any provision of any instrument relating to any outstanding indebtedness for which a waiver the constating documents or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; articles; (v) no material amount authorization, consent, permit, exemption or approval of, or filing with or notice to, any governmental agency or authority, or any regulatory body court, tribunal having legal jurisdiction in the province of Québec is required at this time in connection with the execution and delivery by the Corporation or the Subsidiary of the assets Nuran Hypothec or the Nutaq Hypothec or the performance of their obligations thereunder other than those which have been obtained or made; (vi) the Nuran Hypothec and the Nutaq Hypothec constitute a legal, valid and binding obligation of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor Corporation and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officerSubsidiary, dated as of the applicable Closingrespectively, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor them in accordance with its their terms, or ; (yvii) subject to the performance Nuran Hypothec creates a valid hypothec on the Hypothecated Assets (as defined in the Nuran Hypothec) under the laws of Québec in the principal amount of CAN$3,500,000 with interest at the rate of 25% per annum plus an additional hypothec of twenty percent (20%) of the Placement Agent's obligations and the accuracy total extent of the Placement Agent's representations and warranties hereunder, Nuran Hypothec to secure the Obligations (1as defined in the Nuran Hypothec) (viii) the Offering is exempt from Nutaq Hypothec creates a valid hypothec on the registration requirements Hypothecated Assets (as defined in the Nutaq Hypothec) under the laws of Québec in the principal amount of CAN$3,500,000 with interest at the rate of 25% per annum plus an additional hypothec of twenty percent (20%) of the 1933 Act or any applicable state "Blue Sky" law or total extent of the Nutaq Hypothec to secure the Obligations (2) as defined in the Investor is an Accredited Investor.Nutaq Hypothec);

Conditions of Closing. The Closing shall be held at the offices obligation of the Investor or its counsel. The obligations of Underwriters to purchase and pay for the Placement Agent hereunder Bonds on the Closing Date shall be subject to the continuing due performance by the Authority and the Company of their respective obligations to be performed under this Bond Purchase Agreement prior to or on the Closing Date, and the accuracy of the respective representations and warranties of the Company Authority and the Investor herein Company contained herein, as of the date hereof and as of the Date Closing Date, and shall also be subject to the following additional conditions: (a) The Resolution shall have been duly adopted and the Official Statement, the Bonds, the Indenture, the Participation Agreement, the Company Note, the Tax Regulatory Agreement, the Insurance Policy, the Auction Agreement, the Broker-Dealer Agreement, the Remarketing Agreement and the Company's Disclosure Certificate shall have been duly authorized, executed and delivered, and each of Closing the foregoing shall be in full force and effect and shall not have been amended, modified or supplemented except as may have been mutually agreed to by the Underwriters. (b) Subsequent to the acceptance of this Bond Purchase Agreement by the Authority and the Company: (i) There shall not have occurred any material event in or affecting particularly the business or properties of the Company which, in the reasonable judgment of the Underwriters, materially impairs the investment quality of the Bonds; (ii) The marketability of the Bonds or the market price thereof shall not, in the reasonable judgment of the Underwriters, have been materially and adversely affected by reason of: (A) legislation introduced in or passed by the House of Representatives or the Senate of the Congress of the United States, or recommended to the Congress of the United States for passage by the President of the United States or favorably reported for passage to either the House of Representatives or the Senate by any committee of either such body to which such legislation has been referred for consideration, or (B) a decision rendered by a court established under Article III of the Constitution of the United States, or the Tax Court of the United States, or a New York court, or (C) a ruling, regulation, order or release made or proposed by the Treasury Department of the United States or the Internal Revenue Service, in each such case with the purpose or effect, directly or indirectly, of imposing Federal or New York State or local income taxation, or the occurrence of any other event which results in the imposition of Federal or New York State or local income taxation, upon revenues or other income to be derived by the Authority or upon interest received on obligations of the general character of the Bonds, which fails to exempt interest on bonds of the specific character of the Bonds; (iii) Moody's Investors Service, Inc., Standard & Poor's Ratings Services or Fitch Ratings (each a "Rating Agency" and together, the "Rating Agencies") shall not have: (A) downgraded or withdrawn the rating of any security of the Company or the Insurer, or (B) issued an adverse credit report of which the Company or the Insurer is the subject or publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's or the Insurer's debt securities which, in any such case, in the reasonable opinion of the Underwriters, materially adversely affects the market price of the Bonds. (iv) No proceeding shall be pending or threatened by the Commission against the Company and trading in any securities of the Company shall not have been suspended on any national securities exchange; (v) No order, decree or injunction of any court of competent jurisdiction, nor any order, ruling, regulation or administrative proceeding by the Commission or any other governmental body or board, shall have been issued or commenced, nor shall any legislation have been enacted, to the effect that the offering, sale or delivery of the Bonds as contemplated hereby or by the Official Statement is or would be in violation of any provision of the Securities Act of 1933, as amended (the "Closing DateSecurities Act"), the Exchange Act or the Trust Indenture Act of 1939, as amended, or with the purpose or effect of prohibiting the offering or sale of the Bonds as contemplated hereby or by the Official Statement or of obligations of the general character of the Bonds, or the execution or performance of the Participation Agreement, the Indenture, the Company Note, the Tax Regulatory Agreement, the Insurance Policy, the Auction Agreement, the Broker-Dealer Agreement or the Company's Disclosure Certificate, in accordance with their respective terms; (vi) No legislation, ordinance, rule or regulation shall have been introduced in, or enacted by, any governmental body, department or agency in the State of New York, nor shall a decision by any court of competent jurisdiction within the State of New York have been rendered, nor shall any Federal or New York State or municipal executive order have been issued, which, in the reasonable opinion of the Underwriters, would have a material adverse effect on the market price of the Bonds; and (vii) There shall not have occurred any event that (i) makes untrue or incorrect any statement or information of a material fact contained in the Official Statement; or (ii) is not included in the Official Statement but should be included therein in order to make the statements and information contained therein, in light of the circumstances under which they were made not misleading. (c) The marketability of the Bonds shall not, in the reasonable judgment of the Underwriters, be adversely affected by reason of (i) the occurrence of a general suspension of trading, minimum or maximum prices for trading shall have been fixed and be in force or maximum ranges or prices for securities shall have been required and be in force on the New York Stock Exchange or the imposition of additional material restrictions not in force as of the date hereof upon trading in securities generally by any governmental authority; (ii) the imposition by the New York Stock Exchange, or any governmental authority, as to the Bonds or similar obligations, of any material restrictions not now in force or increasing materially those now in force with respect to the Company extension of credit by, or the Investorcharge to the net capital requirements of, the Underwriters; (iii) the establishment of a general banking moratorium by Federal or New York authorities; (iv) any major financial crisis or material disruption in commercial banking or securities clearance services in the United States; or (v) any outbreak of hostilities or the declaration of a war directly involving the United States of America, or the occurrence of any other national or international calamity, crisis or emergency, or the escalation of any of the above or any conflict involving the armed forces of the United States of America, on or after the date of this Bond Purchase Agreement. (d) On or prior to the Closing Date, the Underwriters shall have received the following documents, in each case satisfactory in form and substance to the Underwriters and to their counsel: (1) Three copies of the Official Statement executed on behalf of the Authority by its Chairman or President; (2) Executed counterparts of the Auction Agreement, the Broker-Dealer Agreement, the Remarketing Agreement, the Tax Regulatory Agreement, the Company's Disclosure Certificate and the Bond Purchase Trust Agreement; (3) The Indenture executed on behalf of the Authority and the Trustee; (4) The Participation Agreement executed on behalf of the Authority and the Company; (5) An executed copy of the Insurance Policy; (6) A certificate of the Authority, dated the Closing Date, signed by an authorized officer of the Authority, to the effect that (i) each of the representations and warranties of the Authority contained in Section 5 hereof is true and correct on and as of the case may be, Closing Date as if it such representations and warranties had been made on and as of such the Closing Date; , (ii) the accuracy Authority has complied with all the terms of this Bond Purchase Agreement, the Participation Agreement, the Indenture and the Tax Regulatory Agreement to be complied with by it prior to or on the Closing Date and (iii) the Authority is aware of no event of default that has occurred and is continuing under the Indenture or the Participation Agreement; (7) Arbitrage certifications executed by appropriate officers of the Authority and the Company; (8) A certificate of the Company, dated the Closing Date, signed by the Chairman of the Board, the President, a Vice President, the Treasurer or an Assistant Treasurer of the Company, to the effect that (i) each of the representations and warranties of the Company contained in Section 6 hereof is true and correct on and as of the Closing Date of the statements of the officers of the Company as if such representations and warranties had been made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date Date, (ii) the Company has duly complied with all the terms of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution this Bond Purchase Agreement, the Investor Auction Agreement, the Broker-Dealer Agreement, the Remarketing Agreement, the Company's Disclosure Certificate, the Tax Regulatory Agreement, the Company Note and the Placement Agent shall receive Participation Agreement to be complied with by it, and has satisfied all conditions on its part to be satisfied, prior to or on the opinion Closing Date, (iii) the Company is aware of Counsel to no event of default that has occurred and is continuing under the CompanyIndenture, dated the Participation Agreement or the Tax Regulatory Agreement and (iv) as of the date thereofClosing Date, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have has been no material adverse change nor development involving a prospective change in the condition (whether or prospects or the business activities, financial or otherwise, of the Company not arising from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not transactions in the ordinary course of business except business) in the transactions pursuant business, properties, condition (financial or otherwise) or operations of the Company from that set forth in or contemplated by the Official Statement; (9) Opinions, dated the Closing Date, of (i) Hawkins Delafield & Wood LLP, Bond Counsel, addres▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇rwr▇▇▇▇s and (A) in substantially the form attached to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed Official Statement as Appendix B, and (B) in the Offering Materials or form attached hereto as Exhibit A; (ii) Counsel of the Company, (A) addressed to the Placement Agent Underwriters and in writingsubstantially the form attached hereto as Exhibit B, together with reliance letters addressed to the Authority, the Trustee and the Insurer, and (B) addressed to the Authority and Bond Counsel with respect to tax covenants of the Company; (iii) except Roger D. Avent, Esq., General Counsel of the Authority, addressed ▇o the Underwriters and in substantially the form attached hereto as set Exhibit C, and (iv) Counsel to the Insurer, addressed to the Underwriters, the Authority and the Company, which opinion authorizes the Trustee and Paying Agent and the Rating Agencies to rely thereon as though such opinion were addressed to them, and in substantially the form attached hereto as Exhibit D; in each case with such changes from such respective forms as the Underwriters shall approve; (10) An opinion or opinions, dated the Closing Date, addressed to the Underwriters, of Pillsbury Winthrop Shaw Pittman LLP, as counsel for the Underw▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ to the issue and sale of the Bonds, the Official Statement and other related matters as the Underwriters may require; (11) A letter from Deloitte & Touche LLP, addressed to the Underwriters and the Company and dated the Closing Date that sets forth certain procedures which were agreed to by the Underwriters; (12) Evidence that the Approvals have been obtained and are in full force and effect or have been duly waived; (13) A letter from each Rating Agency verifying its rating of the Offering MaterialsBonds as "AAA" or "Aaa" or such other evidence of the rating as is deemed acceptable by the Underwriters; (14) Such additional certificates, proceedings, opinions, instruments or documents as the Underwriters or counsel to the Underwriters may reasonably request in connection with the transactions contemplated by this Bond Purchase Agreement. (e) On or prior to the Closing Date, the Company shall not have delivered to the Underwriters, by wire transfer of immediately available funds, the amounts representing the underwriting commission specified in Section 2 hereof in connection with the offering and sale of the Bonds. Delivery of the aforesaid documents shall be made at the offices of Hawkins Delafield & Wood LLP, 67 Wall Street, New York, New York. ▇▇ ▇▇▇ Authority or the Comp▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ the respective conditions to the obligations of the Underwriters contained in default under this Bond Purchase Agreement, or if the obligations of the Underwriters shall be terminated for any provision of reason permitted by this Bond Purchase Agreement, the Underwriters may cancel this Bond Purchase Agreement. Upon any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in such cancellation, neither the Offering MaterialsUnderwriters, the Authority nor the Company shall not have issued any securities (other than those to be issued under further obligation hereunder except as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class Sections 10 and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials11 hereof. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices Except as otherwise set forth in this Agreement, --------------------- completion of the Investor or its counsel. The obligations purchase and sale of the Placement Agent hereunder shall be Purchased Assets contemplated hereto is subject to the continuing accuracy following conditions having been satisfied. The conditions contained in Paragraphs 6.2(a) to (o), both inclusive, are for the exclusive benefit of the Purchaser. The conditions contained in Paragraphs 6.2 (p) to (r) both inclusive, are for the exclusive benefit of the Vendor. All conditions referred to herein are to be satisfied at the Time of Closing. The following are the conditions: (a) all of the representations and warranties of the Company Vendor contained in the Agreement or contained in any certificate or other document delivered to the Purchaser pursuant hereto shall be true and the Investor herein as of the date hereof correct on and as of the Date of Closing (the "Closing Date") , with respect to the Company or the Investor, as the case may be, same force and effect as if it those representations and warranties had been made on and as of such date, regardless of the date as of which the information in this agreement or in any such certificate or document is given, and there shall have been compliance with the covenants and obligations on the part of the Vendor contained herein which were to have been complied with by the Vendor at or prior to the Time of Closing and the Vendor shall have delivered to the Purchaser a certificate executed by the president or chief executive officer of the Vendor to that effect. The acceptance of such certificate and the completion of the transaction of purchase and sale herein contemplated shall not be a waiver of the covenants, representations and warranties contained herein or in any certificate or other document given pursuant to this Agreement, which covenants, representations and warranties shall continue in full force and effect as provided in Paragraph 4.4 hereof; (b) the Vendor shall deliver to the Purchaser all necessary deeds, conveyances, bills of sale, assurances, transfers, assignments, consents, releases, discharges and other documents, necessary or reasonably required in the opinion of the Purchaser, to transfer effectively to the Purchaser good and marketable title to the Purchased Assets free and clear of all mortgages, liens, charges, security interests, pledges, adverse claims, conditional sale or other title retention agreements, restrictions, demands, equities, encumbrances and rights of any Person of every nature, kind and description whatsoever (save and except such encumbrances, claims or defects in title as are specifically scheduled or otherwise referenced in this Agreement as being consented to or assumed by the Purchaser); (c) the Vendor shall have delivered to the Purchaser possession of the Purchased Assets including documents relating to the Business contemplated in Paragraph 2.1 hereof; (d) save and except the Permits, the rights under which the Purchaser shall have secured pursuant to the terms of the Management Services Agreement referred to in Paragraph 6.2(o), the Purchaser shall have obtained or received all material licenses, permits, consents, approvals and authorizations from all appropriate federal, state, local or other governmental or administrative bodies under all applicable laws, regulations, rules and ordinances as may be necessary and appropriate to enable the Purchaser to carry on the Business in the same manner in which such Business in now being carried on by the Vendor or as may be required to permit the change of ownership of the Purchased Assets herein provided for to be completed, without affecting or resulting in the cancellation or termination of any Permit or of any license or permit held by the Purchaser; (e) Law Companies Group, Inc. ("Law Group") shall execute a non- competition agreement whereby Law Group agrees to refrain from engaging in any similar business to the Business within Canada or the United States for a period of five (5) years from the Closing Date, which agreement shall be in substantially the form as set forth in Schedule 6.2(e); (f) on the Closing Date, and except as otherwise contemplated hereunder, title to the Purchased Assets shall be free and clear of all mortgages, liens, charges, security interest, pledges, adverse claims, conditional sale or other title retention agreements, restrictions, description whatsoever and there shall have been no material change to the Purchased assets; (g) the Vendor shall not have made from the Effective Date to Closing any capital expenditure, or dispose of any single capital asset, in excess or valued at $5,000.00, except with the Purchaser's prior written consent; (h) from the Effective Date to Closing, the Vendor shall not erode the working capital of the Business and, in particular, shall not make any cash outlays or draws other than the collection and settlement of commercial transactions in the normal course of business; (i) the Vendor shall provide to the Purchaser within thirty (30) days of the Closing Date the written consent of each lessor or third party under the Equipment Leases and Contracts to the assignment of same to the Purchaser and each of the lessors' and third party's acknowledgments that the Vendor is not in breach of any terms of each of the Equipment Leases and Contracts; (j) the Vendor shall assign to the Purchaser as of the Closing Date its interest in two Leases in regard to the properties located ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Houston, Texas, 77092 and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Tampa, Florida, 33614; (k) the Vendor shall provide to the Purchaser on the Closing Date, an acknowledgment and consent from each of the landlords under the Leases: (i) acknowledging that the Vendor shall not be in breach of any terms of the Leases and that each Lease is in good standing as at the Closing Date; and (ii) consenting to the accuracy assignments of the Leases as contemplating in Paragraph 6.2(j) above. (l) the Vendor shall have performed or complied with all of its obligations, covenants and agreements hereunder; (m) the Purchaser shall have secured the approval of the board of directors of ▇▇▇▇▇▇ Environmental Inc., authorizing and approving the transaction of purchase and sale herein contemplated, and shall have delivered to the Vendor a copy of such resolution of the board of directors evidencing the due authorization of the Purchaser to enter into this Agreement, to consummate the transaction of purchase and sale herein contemplated and to otherwise perform its obligations hereunder; (n) the Vendor shall deliver to the Purchaser an executed Assignment and Assumption of Contracts in substantially the form set out in Schedule 6.2(n); (o) the Vendor shall deliver to the Purchaser an executed Management Services Agreement in substantially the form set out in Schedule 6.2(o); (p) all of the representations and warranties of the Purchaser contained in this Agreement or contained in any certificate or other document delivered to the Vendor pursuant hereto shall be true and correct on and as of the Closing Date of with the statements of the officers of the Company same force and effect as if such representations and warranties have been made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreementsuch date, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as regardless of the date thereof, as of which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to information in this Agreement and the Offering Materials, or in order to evidence the accuracyany such certificate or document is given, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in compliance with the condition or prospects or covenants and obligations on the business activities, financial or otherwise, part of the Company from Purchaser contained herein which were to have been complied with at or prior to Closing and the latest dates as of which such condition is set forth in the Offering Materials; (ii) there Purchaser shall have been no transaction, not in the ordinary course of business except the transactions pursuant delivered to the Securities Purchase Agreement entered into Vendor a certificate executed by the Company on president or chief executive officer of the date hereof which has not been disclosed in Purchaser to that effect. The acceptance of such certificate and the Offering Materials or to compliance of the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company transaction of purchase and sale herein contemplated shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver of the covenants, representations and warranties contained herein or extension has not been otherwise received; (iv) except as set forth in the Offering Materialsany certificate or document given pursuant to this Agreement, the Company which covenants, representations and warranties shall not have issued any securities (other than those to be issued continue in full force and effect as provided in Paragraph 4.4 hereof; (q) the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company Purchaser shall have been pledged or mortgaged, except as indicated in paid to the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against Vendor the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested amount payable at Closing pursuant to Paragraph 3.6 hereof; (r) the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent Purchaser shall have no obligation to insure that (x) any checkperformed or complied with all its obligations, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations covenants and the accuracy of the Placement Agent's representations and warranties agreements hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing DateCLOSING DATE") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: : A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder Agents to deliver at the Closing Time executed Subscription Agreements shall be subject conditional upon the Agents being satisfied with the results of their due diligence investigations relating to the continuing accuracy Company and upon the fulfilment at or before the Closing Time of the following conditions, which conditions the Company covenants to use its best efforts to fulfil or cause to be fulfilled prior to the Closing Time and some or all of which may be waived by the Agents: (a) the execution and delivery of this Agreement, the Subscription Agreements and the certificates, if any, representing the Common Shares, the Option Shares, if any, and the Compensation Options; the allotment and issuance of the Common Shares and the Option Shares, if any; the creation of the Compensation Options; and the allotment and reservation for issuance of the Compensation Options Shares shall have been duly authorized by all necessary corporate action; (b) any necessary consents or approvals of the Stock Exchange and securities regulatory authorities in each of the Offering Jurisdictions with respect to the issue and sale of the Offering Shares shall have been obtained, including the conditional approval of the Stock Exchange to list the Offering Shares; (c) all covenants, agreements, obligations and conditions of the Company hereunder and under the Subscription Agreements required to be performed or complied with on or before the Closing Time shall have been so performed or complied with; (d) the Agents shall have received a certificate addressed to the Agents, dated as of the applicable Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of the Company, or such other officers of the Company as the Agents may accept, certifying on behalf of the Company to the effect that, except as has been generally disclosed at the date thereof: (i) the Company does not have any undisclosed contingent liability that is material to the Company; (ii) the representations and warranties of the Company contained herein and in the Investor herein as of Subscription Agreements are true and correct and all the date hereof terms, covenants and as of the Date of Closing (the "Closing Date") with respect conditions relating to the Company contained herein and therein and required to be performed and complied with by the Company by or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of at the Closing Date of Time have been performed and complied with by the statements of the officers Company; (iii) no order ceasing or suspending trading in securities of the Company made pursuant or prohibiting the Offering or the issuance or distribution of the Offering Shares has been issued and no proceedings for such purpose are pending or, to the provisions hereofknowledge of the Company, threatened; and (iv) (A) there having not occurred a material adverse effect, or any change or development involving a prospective material adverse effect, or the coming into existence of a new material fact, other than as disclosed in the Public Record; and (B) except as disclosed in the performance Public Record, no transactions have been entered into by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel which are or would be material to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not other than in the ordinary course of business except business; (e) the transactions pursuant Agents shall have received a certificate addressed to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officerAgents, dated as of the applicable ClosingClosing Date, signed by an appropriate officer on behalf of the Company, certifying without personal liability, with respect to (i) the constating documents of the Company, (ii) the resolutions of the Company's board of directors relating to the effect that Offering, and (iii) the conditions set forth incumbency and specimen signatures of signing officers of the Company; (f) the Agents shall have received customary corporate and securities legal opinions for a transaction of this nature, in subparagraph (C) above have been satisfied a form satisfactory to the Agents, acting reasonably, and thataddressed to the Agents, dated as of the applicable closingClosing Date, from Forooghian + Company Law Corporation, Canadian counsel to the representations Company, and warranties ▇▇▇▇▇ LPC, United States counsel to the Company and, where appropriate, counsel in the other Offering Jurisdictions as may be required in form and substance satisfactory to the Agents, acting reasonably; in providing such opinions, counsel may, where appropriate, rely on a certificate of officers of the Company, of the transfer agent of the Company set forth herein are true and correct.public officials as to factual matters relevant to such opinions; E. The Placement Agent (g) the Agents shall have no obligation received a favourable title opinion, in a form satisfactory to insure that the Agents, acting reasonably, and addressed to the Agents, dated as of the applicable Closing Date, from local counsel to the Company, as to the title and ownership interest in the Panuco Property; (xh) any checkthe Company having delivered to the Agents, noteat the Closing Time, draft or other means a certificate of payment good standing under the Business Corporations Act (British Columbia) for the Common Stock will Company, dated within two days of the applicable Closing Date; (i) the Agents having received at the Closing Time, such further certificates, opinions of counsel and other documentation from the Company as may be honoredcontemplated herein or as the Agents or Agents' Counsel may reasonably require, paid provided, however, that the Agents or enforceable against the Investor in accordance with its terms, Agents' Counsel shall request any such certificate or (y) subject document within a reasonable period prior to the performance of Closing Time that is sufficient for the Placement Agent's obligations Company to obtain and deliver such certificate, opinion or document, and in any event, at least two Business Days prior to the accuracy of the Placement Agent's representations and warranties hereunder, Closing Time; (1j) the Offering is exempt Company shall have caused each of its directors and officers to execute and deliver to the Agents a lock-up agreement, in form satisfactory to the Agents, acting reasonably; and (k) from the registration requirements date hereof until the Closing Time, PI Financial shall receive drafts of all press releases to be issued in connection with the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited InvestorOffering, with sufficient time for PI Financial and Agents' Counsel to comment thereon.

Conditions of Closing. 5.1 The Vendors shall not be obligated to complete the sale of the Purchased Shares pursuant to this Agreement and the other transactions contemplated herein, unless, at the Acquisition Closing, each of the conditions listed below is satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendors: (a) the representations and warranties of the Purchaser in section 4.3 of this Agreement shall be true and correct in all material respects at the Acquisition Closing Date; (b) the covenants and conditions of the Purchaser to be performed and observed in this Agreement prior to or at Acquisition Closing shall have been performed and observed in all material respects; (c) the receipt of any approvals or consents contemplated by this Agreement or otherwise necessary for this Agreement and the completion of the transactions contemplated herein, and all such approvals being in full force and effect; (d) there shall have been no event or change that has had or would be held reasonably likely to have a Material Adverse Effect on the Purchaser; and‌ (e) there shall have been no order made or any Legal Proceedings commenced or threatened for the purpose, or which could have the effect, of preventing or restraining the completion of the transactions contemplated by this Agreement. 5.2 If any condition in section 5.1 hereof has not been fulfilled or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendors to comply with its obligations under this Agreement, then the Vendors may, without limiting any rights or remedies available to the Vendors at law or in equity, either: (a) terminate this Agreement by notice to the Purchaser; or (b) waive compliance with any such condition without prejudice to its right of termination in the event of the non-fulfillment of any other condition for its benefit. 5.3 The Purchaser shall not be obligated to complete the purchase of the Purchased Shares pursuant to this Agreement and the other transactions contemplated herein, unless, at the offices Acquisition Closing, each of the Investor or its counsel. The obligations conditions listed below is satisfied, it being understood that the said conditions are included for the exclusive benefit of the Placement Agent hereunder Purchaser: (a) the representations and warranties of the Vendors as set out in section 4.1 of this Agreement shall be subject to true and correct in all material respects at the continuing accuracy of Acquisition Closing Date;‌ (b) the representations and warranties of the Company as set out in section 4.2 of this Agreement shall be true and correct in all material respects at the Investor herein as Acquisition Closing Date; (c) the covenants and conditions of the date hereof Vendor to be performed and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be observed in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or this Agreement prior to the Closing, the Investor and the Placement Agent or at Acquisition Closing shall have been furnished such documentsperformed and observed in all material respects; (d) the Vendors and the Company having entered into and provided all information, certificates forms, certificates, undertakings, agreements and opinions as it other documents and instruments that may reasonably require be required by the Exchange; (e) the receipt of any approvals or consents contemplated by this Agreement or otherwise necessary for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any completion of the representationstransactions contemplated herein, warranties or conditions herein contained. C. At in form and prior content and upon such conditions, if any, acceptable to the ClosingPurchaser, and all such approvals being in full force and effect; (if) the completion of the transactions contemplated herein not constituting a “fundamental change” or a “change of business” for the Purchaser, as defined in the policies of the Exchange; (g) there shall have been no material adverse event or change nor development involving that has had or would be reasonably likely to have a prospective change in Material Adverse Effect on the condition or prospects or Company; (h) the business activities, financial or otherwise, Company shall have no Company Employees and there shall be no liabilities owing to former Company Employees;‌ (i) the Board of Directors of the Company from shall have approved the latest dates as transfer of which such condition is set forth the Purchased Shares contemplated in this Agreement, in accordance with the Offering Materialsconstating documents of the Company; and (iij) there shall have been no transactionorder made or any Legal Proceedings commenced or threatened for the purpose, not in or which could have the ordinary course effect, of business except preventing or restraining the completion of the transactions pursuant to the Securities Purchase Agreement entered into contemplated by the Company on the date this Agreement. 5.4 If any condition in section 5.3 hereof which has not been disclosed in fulfilled or if any such condition is or becomes impossible to satisfy, other than as a result of the Offering Materials failure of the Purchaser to comply with its obligations under this Agreement, then the Purchaser may, without limiting any rights or remedies available to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, Purchaser at law or in equity, against either: (a) terminate this Agreement by notice to the Company or affecting Company; or‌ (b) waive compliance with any such condition without prejudice to its right of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect termination in the businesses, prospects or financial condition or income event of the Company, except as set forth in the Offering Materialsnon-fulfillment of any other condition for its benefit. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of each of the Placement Agent parties hereunder shall be are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect other parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such other parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) The Registration Statement shall have become effective and at Closing Time no order suspending the effectiveness of a registration statement covering thereof shall have been issued under the Standby Equity Distribution AgreementSecurities Act or proceeding therefor initiated or threatened by the SEC. (b) At Closing Time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Investor Company and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereofshall deliver its opinion, which opinion shall be in form and substance reasonably satisfactory to the Investorparties hereto, their counsel to the effect that: (i) The Company is duly organized and validly existing as a corporation under the laws of the State of Washington and is in good standing and qualified to do business in each other jurisdiction in which the failure to so qualify might reasonably be expected to result in material adverse consequences to the Company. The Company has full corporate power and authority to perform its obligations as described in the Registration Statement, the Prospectus and herein. (ii) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under the caption "Capitalization" as of the dates stated therein; the issued and outstanding shares of Common Stock of the Company have been duly and validly authorized and issued, are fully paid and nonassessable. (iii) The Shares to be issued and sold by the Company as contemplated by the Prospectus will be, upon issuance and delivery against payment therefor in accordance with the terms hereof, duly authorized and validly issued and fully paid and nonassessable. (iv) This Agreement has been duly authorized, executed and delivered by or on behalf of the Company, and assuming that this Agreement is binding on the Underwriter, this Agreement constitutes a valid, binding and enforceable agreement of the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability generally of rights of creditors and except as enforceability of indemnification provisions may be limited by applicable law and the Placement Agentenforcement of any specific terms or remedies may be unavailable. B. (v) The execution and delivery of this Agreement and the incurrence of the obligations herein set forth and the consummation of the transactions contemplated herein and in the Prospectus will not be in contravention of any of the provisions of the Company's Articles of Incorporation or Bylaws and, to their knowledge, will not constitute a breach of, or default under, any instrument by which the Company is bound or any order, rule or regulation applicable to the Company of any court or any governmental body or administrative agency having jurisdiction over the Company. (vi) To their knowledge, there are no actions, claims or proceedings pending or threatened in any court or before or by any governmental or administrative agency or body to which the Company is a party, or to which any of its assets is subject, which are required to be, but are not, disclosed in the Registration Statement or Prospectus. (vii) No authorization, approval or consent of any governmental authority or agency is necessary in connection with the subscription for and sale of the Shares, except such as may be required under the Securities Act, NASD rules or applicable securities or "Blue Sky" laws. (viii) The Registration Statement is effective under the Securities Act and no proceedings for a stop order are pending or, to their knowledge, threatened under Section 8(d) or Section 8(e) of the Securities Act or any applicable state "Blue Sky" laws. (ix) At the time the Registration Statement initially became effective and at the time any post-effective amendment thereto became effective, the Registration Statement, and at the time the Prospectus and any amendments or supplements thereto were first issued, the Prospectus, complied as to form in all material respects with the requirements of the Securities Act and SEC Regulations. Counsel rendering the foregoing opinion may rely as to questions of fact upon representations or certificates of officers of the Company and of governmental officials, in which case their opinion is to state that they are so relying. (c) At Closing Time, the Company shall deliver a certificate to the effect that: (i) no order suspending the effectiveness of the Registration Statement has been issued and no proceedings therefor have been instituted or to the best of their knowledge threatened by the SEC or other regulatory or self-regulatory body; (ii) the representations and warranties of the Company contained herein are true and correct with the same effect as though expressly made at Closing Time and in respect of the Registration Statement as in effect at Closing Time; and (iii) the Company has performed all covenants and agreements herein contained which are required to be performed on their part at or prior to the Closing, the Investor and the Placement Agent Closing Time. (d) The parties hereto shall have been furnished with such additional information, opinions and documents, including supporting documents relating to parties described in the Prospectus and certificates signed by such parties with regard to information relating to them and opinions included in the Prospectus as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement sale of the Shares as herein contemplated and the Offering Materialsrelated proceedings, or in order to evidence the accuracy, accuracy or completeness or satisfaction of any of the representations, representations or warranties or the fulfillment of any of the conditions herein contained. C. At ; and prior to all actions taken by the Closing, (i) there shall have been no material adverse change nor development involving a prospective change parties hereto in connection with the condition or prospects or the business activities, financial or otherwise, sale of the Company from Shares as herein contemplated shall be reasonably satisfactory in form and substance to ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP. If the latest dates as of which such condition is set forth conditions specified in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there this Section 7 shall not have been fulfilled in all material respects when and as required by this Agreement to be fulfilled, this Agreement and all obligations hereunder may be cancelled by any change party hereto by notifying the other parties hereto of such cancellation in the indebtedness (long writing or short term) by telegram at any time at or liabilities prior to Closing Time, and any such cancellation or obligations termination shall be without liability of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, any party to any other party except as indicated otherwise provided in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any Section 9 of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialsthis Agreement. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein accuracy, as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers representations and warranties of the Company made pursuant contained herein, to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder hereunder, and to the following further additional conditions, and the Company shall not issue or sell the Shares or the Investor Warrants unless and until all of the conditions of this Section 5 shall have been satisfied or waived by the Placement Agents: A. Upon (a) The Registration Statement and all post-effective amendments thereto shall have become effective not later than 1:00 p.m., New York time, on the date hereof, or, with your consent, at a later date and time, not later than 1:00 p.m., New York time, on the first business day following the date hereof, or at such later date and time as may be approved by the Placement Agents; if the Company has elected to rely on Rule 462(b) under the 1933 Act, the Abbreviated Registration Statement shall have become effective not later than the earlier of (x) 10:00 p.m. New York time, on the date hereof, or (y) at such later date and time as may be approved by the Placement Agents. All filings required by Rule 424 and Rule 430A of the 1933 Act Rules and Regulations shall have been made. No stop order suspending the effectiveness of a registration statement covering the Standby Equity Distribution AgreementRegistration Statement, as amended from time to time, shall have been issued and no proceeding for that purpose shall have been initiated or, to the Investor and knowledge of the Company or the Placement Agent Agents, threatened or contemplated by the SEC, and any request of the SEC for additional information (to be included in the Registration Statement or the Prospectus or otherwise) shall receive have been complied with to the reasonable satisfaction of the Placement Agents. (b) The Placement Agents shall not have advised the Company on or prior to the Closing Date, that the Registration Statement or Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of Counsel counsel to the Placement Agents, is material, or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) On the Closing Date, you shall have received the opinion of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & Friedenrich, LLP, counsel for the Company, addressed to you and dated the Closing Date, to the effect that, subject to the qualifications and limitations set forth in such opinion: (i) The Company is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under, or as contemplated under, this Agreement. (ii) The Company has an authorized capitalization as set forth in the Prospectus under the caption “Description of Capital Stock.” (iii) Each of the subsidiaries of the Company is a validly existing as a corporation in good standing under the laws of the jurisdiction of its formation, and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding capital stock of each such subsidiary has been duly authorized and is validly issued, fully paid and non- assessable and, to our knowledge, is owned by the Company free and clear of any adverse claim. (iv) The Securities have been duly authorized by valid corporate action and are free from preemptive rights under the Company’s charter or by-laws, the federal laws of the United States of America and the Delaware General Corporation Law. When so issued and delivered in accordance with the terms of this Agreement, such shares will be validly issued, fully paid and nonassessable and conform in all material respects to the description thereof contained in the Prospectus under the caption “Description of Capital Stock.” (v) To such counsel’s knowledge and other than as set forth in the Prospectus, there is not pending or threatened any action, suit, proceeding, inquiry or investigation, to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject, before or brought by any court or governmental agency or body, which such counsel believes would reasonably be expected to have a Material Adverse Effect or materially and adversely affect the Company’s ability to consummate the transactions contemplated by this Agreement or to perform its obligations under this Agreement. (vi) This Agreement has been duly authorized, executed and delivered by the Company. (vii) To such counsel’s knowledge and except as described in the Prospectus, the issuance and sale of the Securities, the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions therein contemplated, do not conflict with, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of its subsidiaries under, or constitute a breach of or default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument filed as an exhibit to the Registration Statement or to any document incorporated by reference therein, except to such extent as, individually or in the aggregate, would not have a Material Adverse Effect, nor will such action result in any violation of the provisions of the Certificate of Incorporation or Bylaws of the Company, or of any applicable United States Federal or California law, statute, rule, regulation, judgment, order, writ or decree, known to such counsel to be generally applicable to the Company in such transactions, of any United States Federal or California government, government instrumentality or court having jurisdiction over the Company or any of its properties, assets or operations. (viii) To such counsel’s knowledge, except as described in the Prospectus, there are no outstanding subscriptions, rights, warrants, options, calls, convertible securities, commitments of sale or rights related to or entitling any person to purchase or otherwise acquire any shares of, or any security convertible into or exercisable or exchangeable for, the capital stock of, or other ownership interest in, the Company. (ix) No filing with, or authentication, approval, consent, license, order, registration, qualification, or decree of, any United States Federal, California or, under the General Corporation Law of Delaware, Delaware Court or governmental authority or agency, is required by the Company for the performance by the Company of the transactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations, qualifications, filings, authentications, licenses, orders or decrees as may be required under state securities laws in connection with the purchase and distribution of the Securities by the Placement Agents, as to which we express no opinion. (x) The statements set forth in the Prospectus under the captions “Description of Capital Stock” and “Description of Warrant,” to the extent that they constitute summaries of documents referred to therein or matters of law or legal conclusions, have been reviewed by such counsel and are, in all material respects, accurate summaries and fairly present, in all material respects, the information disclosed therein. (xi) The Company is not required to register as an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended. (xii) The Registration Statement has become effective under the 1933 Act and, to the best of such counsel’s knowledge, no stop order proceedings with respect thereto are pending or threatened under the Act and any required filing of the Prospectus and any supplement thereto pursuant to Rule 424 under the Act has been made in the manner and within the time period required by such Rule 424; (xiii) The documents incorporated by reference in the Prospectus, which documents were filed by the Company with the Commission prior to the date hereof (other than the financial statements, related schedules and other financial information derived from accounting records, either included therein or omitted therefrom, as to which we express no opinion), complied, when they were filed with the Commission, as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder. (xiv) The Registration Statement on the date it became effective, and the Prospectus on its date and on the date hereof (excluding, in both the case of the Registration Statement and the Prospectus, the documents incorporated by reference therein and the financial statements and related notes, related schedules and other financial information derived from accounting records, either included therein or omitted therefrom, as to which we express no opinion), complied as to form in all material respects with the requirements of the 1933 Act and the rules and regulations thereunder. Such counsel shall confirm that during the preparation of the Registration Statement and Prospectus, such counsel participated in conferences with officers and representatives of the Company and its independent accountant, at which the Registration Statement, the Prospectus and related matters were discussed and, although such counsel is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the Prospectus or the Registration Statement or the statements contained therein, and has made no independent check or verification thereof, on the basis of the foregoing, no facts have come to such counsel’s attention that have caused such counsel to believe that (i) as of its effective date and as of the date thereofhereof, the Registration Statement or any amendment thereto (other than the financial statements and related schedules and the financial and statistical data derived from such financial statements or schedules, as to which opinion we express no belief), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) as of its issue date or as of the date hereof, the Prospectus or any amendment or supplement thereto (other than the financial statements and related schedules and the financial and statistical data derived from such financial statements or schedules, as to which we express no belief), contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) You shall be in form and substance reasonably satisfactory have received on the Closing Date, from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, counsel to the InvestorPlacement Agents, their counsel such opinion or opinions, dated the Closing Date, with respect to such matters as you may reasonably require; and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent Company shall have been furnished to such documents, certificates and opinions counsel such documents as it may they reasonably require request for the purpose purposes of enabling them to review or pass upon on the matters referred to in this Agreement Section 5 and the Offering Materials, or in order to evidence the accuracy, completeness or and satisfaction of any of the representations, warranties or and conditions herein contained. C. At and (e) You shall have received at or prior to the ClosingClosing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP a memorandum or memoranda, in form and substance satisfactory to you, with respect to the qualification for offering and sale by the Company of the Securities under state securities or Blue Sky laws of such jurisdictions as the Placement Agents may have designated to the Company. (f) PricewaterhouseCoopers LLP shall have furnished to you a letter, dated the date of delivery thereof, in form and substance satisfactory to you and PricewaterhouseCoopers LLP, to the effect that: (i) there shall have been no material adverse change nor development involving a prospective change in They are an independent registered public accounting firm with respect to the condition or prospects or Company within the business activitiesmeaning of the 1933 Act and the applicable rules and regulations thereunder adopted by the SEC; (ii) In their opinion, the consolidated financial or otherwise, statements of the Company from the latest dates as of which such condition is set forth and its subsidiaries audited by them and included in the Offering Materials; (ii) there shall have been no transaction, not Registration Statement comply as to form in all material respects with the ordinary course applicable accounting requirements of business except the transactions pursuant to 1933 Act and the Securities Purchase Agreement entered into related rules and regulations adopted by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; SEC; (iii) except On the basis of procedures (but not an audit in accordance with generally accepted auditing standards) consisting of: a) Reading the minutes of meetings of the stockholders and the Board of Directors of the Company and its consolidated subsidiaries since March 31, 2004 as set forth in the Offering Materials, minute books through a specified date not more than five business days prior to the date of delivery of such letter; b) Making inquiries of certain officials of the Company shall who have responsibility for financial and accounting matters regarding the specific items for which representations are requested below; nothing has come to their attention as a result of the foregoing procedures that caused them to believe that: (1) the unaudited condensed interim financial statements, included in the Registration Statement, do not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the related rules and regulations adopted by the SEC; (2) any material modifications should be made to the unaudited condensed interim financial statements, included in the Registration Statement, for them to be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; conformity with generally accepted accounting principles. (ivg) except Except as set forth contemplated in the Offering MaterialsProspectus, (i) neither the Company nor any of its subsidiaries shall not have issued any securities (other than those to be issued as provided sustained since the date of the latest audited financial statements included or incorporated by reference in the Offering MaterialsProspectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; and (ii) or declared or paid subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, neither the Company nor any dividend or made any distribution of its capital stock of subsidiaries shall have incurred any class liability or obligation, direct or contingent, or entered into any transactions, and there shall not have been any change in the indebtedness capital stock (long or short termother than due to employee stock incentive plans) or liabilities short-term or obligations long-term debt of the Company and its subsidiaries or any change, or any development involving or which might reasonably be expected to involve a prospective change in the condition (contingent financial or otherwise) and trade payable debt; (v) no material amount other), net worth, business, affairs, management, prospects, results of the assets operations or cash flow of the Company shall have been pledged or mortgagedits subsidiaries, except the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material or adverse as indicated to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares and Investor Warrants being delivered on such Closing Date on the terms and in the Offering Materials; and manner contemplated in the Prospectus. (vh) no action, suit or proceeding, at law or in equity, against the Company or affecting There shall not have occurred any of its properties the following: (i) a suspension or businesses shall be pending material limitation in trading in securities generally on the New York Stock Exchange or threatened before The Nasdaq National Market or the establishing on such exchanges or market by the SEC or by any court such exchanges or markets of minimum or maximum prices which are not in force and effect on the date hereof; (ii) a suspension or material limitation in trading in the Company’s securities on The Nasdaq SmallCap Market or the establishing on such market by the SEC or by such market of minimum or maximum prices which are not in force and effect on the date hereof; (iii) a general moratorium on commercial banking activities declared by either federal or any state commissionauthorities; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, board which in your judgment makes it impracticable or other administrative agency, domestic inadvisable to proceed with the public offering or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income delivery of the Company, except as set forth Securities in the Offering Materials. D. If requested at Closing manner contemplated in the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.Prospectus; or

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder Agents to deliver at the Closing Time executed Subscription Agreements shall be subject conditional upon the Agents being satisfied with the results of their due diligence investigations relating to the continuing accuracy Company and upon the fulfilment or waiver by the Agents at or before the Closing Time of the following conditions, which conditions the Company covenants to use its best efforts to fulfil or cause to be fulfilled prior to the Closing Time: (a) the execution and delivery of this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the creation and issuance of the Subscription Receipts and Agents' Special Warrants, the due authorization of the issuance of the Underlying Common Shares, Share Purchase Warrants and Compensation Options and the allotment and reservation of the Underlying Common Shares, Warrant Shares and Compensation Shares, shall have been duly authorized by all necessary corporate action; (b) any necessary consents or approvals of the Securities Commissions with respect to the issue and sale of the Subscription Receipts and Agents' Special Warrants shall have been obtained, and the conditional approval of the Stock Exchanges to list the Underlying Common Shares, Warrant Shares and Compensation Shares shall have been obtained; (c) the Agents shall have received certificates addressed to the Agents and to the Purchasers, dated as of the date of Closing, signed by the President and the Chief Executive Officer of the Company, or such other officer or officers of the Company as the Agents may accept, certifying on behalf of the Company to the effect that, except as has been generally disclosed at the date thereof: (i) no order, ruling or determination suspending or cease trading the Common Shares has been issued, and no proceedings for that purpose have been instituted or, to the knowledge of such officers, contemplated or threatened by any Securities Commission; (ii) other than as disclosed in the Disclosure Documents, since March 31, 2009 there has not been any material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the condition, business, affairs, results, operations, assets or liabilities of the Corporation and its Subsidiaries on a consolidated basis; and (iii) other than as disclosed in the Disclosure Documents, since March 31, 2009 no material fact has arisen or has been discovered which would have been required to have been stated in the Disclosure Documents had the fact arisen or been discovered on, or prior to the date of such Disclosure Documents; (iv) the representations and warranties of the Company contained in this Agreement are true and the Investor herein correct in all material respects as of the date hereof Closing Time with the same force and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, effect as if it had been made on and as of such Closing Date; the accuracy on at and as of the Closing Date Time; (v) the Company has complied in all material respects with all the terms and conditions of this Agreement on its part to be complied with at or before the statements Closing Time; and (vi) as to such other matters of a factual nature as are appropriate and usual in the officers circumstances and as the Agents or the Agents' Counsel may reasonably request; (d) the Company shall have delivered lock-up agreements executed by each director and officer of the Company made pursuant in the form attached hereto as Schedule "F"; (e) subject to the provisions hereof; and Conditions, the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and Agents shall have received favourable legal opinions, in a form satisfactory to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution AgreementAgents, the Investor and the Placement Agent shall receive the opinion of Counsel to the Companyacting reasonably, dated as of the date thereofof Closing, which opinion shall be in form and substance reasonably satisfactory from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇, United States counsel to the InvestorCompany, their and Goodmans, Canadian counsel to the Company substantially in the form annexed hereto as Schedule "B" and where appropriate, counsel in the Placement Agent. B. At or other Offering Jurisdictions and other jurisdictions as may be required addressed to the Agents and to the Purchasers with respect to such matters as the Agents may reasonably request prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained.Closing Time; C. At and prior to the Closing, (if) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated delivered the certificates representing the Subscription Receipts and Agents' Special Warrants; and (g) the Agents shall have received the Agents' Commission and reimbursement for expenses incurred to the Closing Date in the Offering Materials; manner specified in Sections 4 and (v) no action12. In providing such opinions, suit counsel may, where appropriate, rely on the opinions of other counsel as to matters mentioned therein relating to jurisdictions where Company's counsel does not practice law and on certificates or proceedingletters of the auditors, at law or in equity, against of the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income officers of the Company, except as set forth in of the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate transfer agents of the Company signed by an executive officer and chief financial officer, dated public officials as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correctfactual matters relevant to such opinions. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.