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 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 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 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 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 ’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 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. (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 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. 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 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 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. 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 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 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. 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 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 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. (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 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 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. 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 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. 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. 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. 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 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 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 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. 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 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. (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 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 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 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 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 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 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 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 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 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. 10.1 The obligations of the Placement Agent hereunder shall be Underwriter to consummate at the Closing the transactions contemplated hereby are subject to receipt by the continuing accuracy Underwriter of the items described in Section 10.2 hereof and to the satisfaction of the following conditions: (a) The Underwriter will not have discovered any material error, misstatement or omission in the representations and warranties of the Company made in this Purchase Agreement, which representations and the Investor herein as of the date hereof warranties will be deemed to have been made again at and as of the Date time of the Closing and will then be true in all material respects. (b) The Issuer and the "Closing Date"Borrower will have performed and complied with all agreements and conditions required by this Purchase Agreement to be performed or complied with by such respective parties at or prior to Closing. (c) with respect to The Bonds, the Company or Financing Documents and the InvestorOfficial Statement shall each have been executed and delivered by each of the parties thereto, as the case may be, as if it had been made on shall be in full force and as of such Closing Date; the accuracy effect on and as of the Closing Date and shall not have been amended, modified or supplemented prior to the Closing except as may have been agreed to in writing by the Underwriter and no event of default shall exist under any such documents. (d) The Underwriter will have received orders for all of the statements Bonds (or such amount of the officers Bonds as is acceptable to the Underwriter) and (a) such orders have not been withdrawn at the time of the Company made pursuant Closing and (b) the market price or marketability, at the initial offering price set forth in the Official Statement, of the Bonds shall not have been materially and adversely affected, in the reasonable judgment of the Underwriter. (e) The Borrower shall have entered into the Continuing Disclosure Agreement containing covenants meeting the requirements of Rule 15c2-12 under the 1934 Act. (f) The Issuer shall have received the executed Issue Price Certificate of the Underwriter, substantially in the form attached to this Purchase Agreement as Exhibit E. 10.2 In addition to the provisions conditions set forth in Section 10.1 hereof; , the obligations of the Underwriter to consummate at the Closing the transactions contemplated hereby are subject to receipt by the Underwriter of the following items: (a) An approving opinion of Bond Counsel, dated the Closing Date, relating to the validity of the Bonds and the performance by tax-exempt status of the Company Bonds, substantially in the form attached to the Official Statement as Appendix I, and a letter of such counsel, addressed to the Federal National Mortgage Association (“▇▇▇▇▇▇ ▇▇▇”), the Underwriter, and the Investor on Issuer, to the effect that such opinion may be relied upon, together with a supplemental opinion of Bond Counsel, satisfactory in form and substance to the Underwriter and the Issuer, dated the Closing Date, substantially in the form attached hereto as Exhibit B. (b) An opinion of counsel to the Borrower, dated the Closing Date, satisfactory in form and substance to the Underwriter, the Trustee, ▇▇▇▇▇▇ ▇▇▇, Bond Counsel and the Issuer and in substantially the form attached hereto as Exhibit C. (c) An opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, counsel to the Underwriter, dated the Closing Date, satisfactory in form and substance to the Underwriter. (d) A certificate of the Issuer, dated the Closing Date and signed by an authorized official or officer of the Issuer, to the effect that (i) each of the Issuer’s representations contained herein and in all other Issuer Documents, which representations will be deemed to have been made again at and as of the Closing Date time of its covenants Closing, are true and obligations hereunder correct in all material respects; (ii) the Issuer has performed and complied with all agreements and conditions required by this Purchase Agreement 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 or complied with by it at or prior to the Closing, ; and (iii) the Investor information contained in the Preliminary Official Statement and the Placement Agent shall have been furnished such documents, certificates Official Statement under the captions “THE ISSUER” and opinions as it may reasonably require for the purpose “NO LITIGATION – The Issuer” is true and correct in all material respects and does not contain any untrue statement of enabling them a material fact or omit to review or pass upon the matters referred to in this Agreement and the Offering Materials, or state any material fact necessary in order to evidence make the accuracystatements contained therein, completeness or satisfaction of any in light of the representationscircumstances under which they were made, warranties or conditions herein containednot misleading. C. At (e) Evidence that a public hearing has been duly held and the issuance of the Bonds has been duly approved as required by the Code. (f) A certificate of the Issuer, dated the Closing Date and signed by an authorized officer of the Issuer, in form and substance satisfactory to the Issuer, the Underwriter and Bond Counsel, respecting certain tax matters as may be reasonably required by Bond Counsel to enable it to give its opinion. (g) A certificate of the Borrower, dated the Closing Date and signed by its authorized representative, to the effect that: (i) each of the Borrower’s representations and warranties contained herein and in all Borrower Documents, which representations and warranties will be deemed to have been made again at and as of the time of Closing, are true and correct in all material respects; (ii) the Borrower has performed and complied with all agreements and conditions required by this Purchase Agreement to be performed or complied with by it at or prior to the Closing; (iii) since the date of the Official Statement and except as set forth therein, (i) there shall have has not been no any material adverse change nor development involving a prospective change in the condition or prospects or the business activitiesBorrower’s operations, 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 the information contained in the Offering MaterialsPreliminary Official Statement and the Official Statement is true and correct in all material respects and does not contain any untrue statement of a material fact and does not omit to state a material fact necessary in order to make the statements contained therein, 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 light of the Company (contingent or otherwise) and trade payable debt; circumstances under which they were made, not misleading; (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) there is no action, suit suit, proceeding, inquiry or proceedinginvestigation, 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 commissioncourt, public board or other administrative agencybody pending or, domestic to the best knowledge of the Borrower, threatened against or foreignaffecting the Borrower or any of its affiliates, nor, to the best knowledge of the Borrower, is there any basis therefor, wherein an unfavorable decision, ruling or finding could would, in any way, materially and adversely affect the businesses, prospects transactions contemplated by the Financing Agreement or financial condition or income the operation and management of the CompanyProject, except as set forth or that might result in any material adverse change in the Offering Materialsbusiness, operations, properties, assets, liabilities or condition (financial or other) of the Borrower or that materially affects the information in the Preliminary Official Statement and the Official Statement; and (vi) such other matters as the Underwriter may reasonably request. D. If requested at Closing the Investor and the Placement Agent shall receive a (h) A certificate of the Company Borrower dated the Closing Date and signed by its authorized representative, in form and substance satisfactory to the Underwriter and Bond Counsel, respecting certain tax matters as may be reasonably required by Bond Counsel to enable it to give its opinion. (i) A certificate of the Trustee, dated the Closing Date and signed by an executive authorized officer of the Trustee, in form and chief financial officersubstance satisfactory to the Underwriter. (j) The Borrower’s 15c2-12 Certificate, substantially in the form attached hereto as Exhibit D, duly executed by the Borrower. (k) Certified copies of the organizational documents of the Borrower and copies of the resolutions or actions of its partners (if applicable) authorizing the execution and delivery of the Borrower Documents. (l) The Financing Documents (or certified copies thereof) duly executed and delivered by the respective parties thereto, with such amendments, modifications or supplements as may have been agreed to by the Issuer, Bond Counsel and the Underwriter. (m) A certificate of ▇▇▇▇▇▇ ▇▇▇ dated the Closing Date, delivered to the Issuer, Bond Counsel and the Underwriter, substantially in the form attached hereto as Exhibit F. (n) A certificate of the Permanent Lender dated the Closing Date, delivered to the Issuer, Bond Counsel and the Underwriter, substantially in the form attached hereto as Exhibit G. (o) Written evidence satisfactory to the Underwriter that ▇▇▇▇▇’▇ Investors Service, Inc. (the “Rating Agency”) has issued a rating of “[Aaa]” for the Long-Term Bonds and a rating of “[Aaa/VMIG 1]” for the Short-Term Bonds, and such ratings shall be in effect on the Closing Date. (p) A verification report relating to (a) the adequacy of cash and/or U.S. Treasury Securities to be held in separate funds to pay the debt service requirements of the Bonds, (b) the yield on the Series 2025A-1 Bonds to maturity, (c) the yield on the Series 2025A-2 Bonds through the Initial Mandatory Tender Date, (d) the blended yield on the Bonds through the Initial Mandatory Tender Date, (e) the blended yield on the Eligible Investments (as defined in the Indenture) allocable to the Bonds, (f) the yield on the Eligible Investments allocable to the Series 2025A-1 Bonds, and (g) the yield on the Eligible Investments allocable to the Series 2025A-2 Bonds. (q) Such additional legal opinions, certificates, instruments and other documents as the Underwriter, the Issuer or Bond Counsel may reasonably deem necessary to evidence the truth and accuracy as of the Closing Date of the respective representations and warranties of the Issuer and the Borrower herein contained and of the Official Statement, and to evidence compliance by the Issuer and the Borrower with this Purchase Agreement and all applicable Closinglegal requirements, and the due performance and satisfaction by the Issuer and the Borrower at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the effect that Issuer and the Borrower. 10.3 If any of the conditions set forth in subparagraph (C) above Section 10.1 or 10.2 hereof 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 correctUnderwriter may, at its sole option, terminate this Purchase Agreement or proceed to Closing upon waiving any rights under this Purchase Agreement with respect to any such condition. If this Purchase Agreement is terminated pursuant to this Section 10, no party will have any rights or obligations to any other, except as provided in Section 13 hereof. 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 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. 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 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 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 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 or its counsel. The obligations of the Placement Agent Westrock 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 On the effectiveness of a registration statement covering the Standby Equity Distribution AgreementEffective Date, the Investor and the Placement Agent Westrock 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 set forth in Annex 1 to the Investor, their counsel and the Placement Agentthis Agreement. B. At or prior to the Closing, the Investor and the Placement Agent Westrock 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 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; (iviii) 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; (viv) 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 the Placement Agent At Closing, Westrock 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. (a) The Closing shall be held at the offices obligation of the Investor or its counsel. The obligations of Underwriters to purchase the Placement Agent hereunder shall Offered Units will be subject to the continuing accuracy receipt by the Underwriters at the Closing Time of: (i) a certificate dated the Closing Date and signed by Baytex’s President and Chief Executive Officer and Chief Financial Officer certifying on behalf of the Trust Parties, to the best of the knowledge, information and belief of the persons signing such certificate, after having made reasonable inquiries: (A) each Trust Party has complied with all covenants and satisfied all terms and conditions of this Agreement and the Trust Indenture, as applicable, on its part to be complied with and satisfied at or prior to the Closing Time; (B) no order, ruling or determination having the effect of ceasing or suspending trading in the Offered Units or any other securities of the Trust in any of the Qualifying Provinces has been issued and no proceedings for such purpose are pending or contemplated or to the best of the knowledge, information and belief of the declarant, threatened; (C) since the respective dates as of which information is given in the Prospectus except as may have been the subject of the Supplementary Material, there has been no material change in the business, operations, assets, prospects, liabilities (actual, anticipated, contemplated or threatened, contingent or otherwise) or capital of the Trust Parties, taken as a whole, and which is not, or is not required by Canadian Securities Laws to be, disclosed in or contemplated by the Prospectus or any Supplementary Material (including the documents incorporated therein by reference); and (D) the representations and warranties of the Company Trust Parties contained herein 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 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 Time, and as of to such other matters as the Underwriters may reasonably request. (ii) a comfort letter from the Trust’s auditors dated 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 satisfactory in form and substance reasonably to the Underwriters bringing the information contained in the comfort letter referred to in subparagraph 4(a)(iv) hereof forward to the Closing Date, provided that such comfort letter shall be based on a review by the auditors having a cut-off date not more than two business days prior to the Closing Date; (iii) evidence satisfactory to the Investor, their counsel Underwriters that the Trust has obtained all necessary approvals of the Exchanges for the issuance and listing of the Offered Units and the Placement Agent. B. At Trust Units issuable upon conversion, redemption, repurchase or prior maturity of the Offered Units, subject only to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it filing of documents which 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 be required 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; Exchanges; (iv) except an opinion of Burnet, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Trust, dated the Closing Date, addressed to the Underwriters and its counsel in form and substance satisfactory to the Underwriters and its counsel, acting reasonably, with respect to such matters as set forth in the Offering Materials, Underwriters and their counsel may reasonably request relating to 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; Offered Units; (v) no material amount a legal opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, the assets of Trust’s special United States legal counsel, addressed to the Company shall have been pledged or mortgagedUnderwriters, except as indicated in form and substance acceptable to the Offering Materials; Underwriters and (v) no actiontheir counsel, 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 will not be required under the conditions set forth U.S. Securities Act in subparagraph (C) above have been satisfied and that, as connection with the sale of the applicable closingOffered Units by the Trust in the United States or to, 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 honoredaccount or benefit of, paid or enforceable against the Investor U.S. Persons, provided that such offers and sales are made in accordance with its termsSchedule “A” to this Agreement; and (vi) an opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, or (y) counsel for the Underwriters, dated the Closing Date, addressed to the Underwriters, and in form and substance satisfactory to the Underwriters, as to such matters as the Underwriters may reasonably request relating to the distribution of the Offered Units. It is understood that counsel for the Underwriters may rely on the opinions of counsel for the Trust as to matters which relate specifically to the Trust and that counsel for the Trust and the Underwriters may rely upon the opinions of local counsel as to all matters not governed by the laws of the respective jurisdictions in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Trust and of the Trust’s auditors, and that the opinions of counsel may be subject to reasonable qualifications, including the performance of the Placement Agent's obligations usual enforceability qualifications as to equitable remedies, creditors’ rights 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 applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorpublic policy considerations.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder Underwriter and the Purchasers to complete the purchase of the Special Warrants contemplated hereby shall be conditional upon the fulfillment at or before the Time of Closing (as herein defined) of the following conditions: (a) the Corporation having obtained all requisite regulatory approvals required to be obtained by the Corporation in respect of the Offering on terms mutually acceptable to the Corporation and the Underwriter, acting reasonably; (b) the Corporation and the Underwriter having complied fully with all relevant statutory and regulatory requirements required to be complied with prior to the Time of Closing (including without limitation those of the TSE and NASDAQ in connection with the Offering); (c) the Corporation having received the approval of the TSE to proceed with the Offering and to conditionally list the Shares issuable upon the exercise of the Special Warrants, the Purchase Warrants and the Compensation Warrants subject to the continuing accuracy usual conditions; (d) the Corporation having taken all necessary corporate action to authorize and approve this Agreement, the Subscription Agreements, the Special Warrant Indenture, the Share Purchase Warrant Indenture, the issuance of the Special Warrants, the Brokers' Warrants, the Compensation Warrants, the Subject Securities and the Shares issuable upon exercise of the Purchase Warrants and the Compensation Warrants and all other matters relating thereto; (e) the Underwriter having received a favourable legal opinion of the Corporation's counsel or from counsel in appropriate jurisdictions addressed to the Underwriter, counsel to the Underwriters and the Purchasers, acceptable in all reasonable respects to counsel to the Underwriter, with respect to the matters set forth in Schedule "C" hereto; In giving the opinions contemplated by Schedule "C", counsel to the Corporation shall be entitled to rely, where appropriate, as to matters of fact, upon the representations and warranties of Purchasers contained in the Company executed Subscription Agreements and other support documents, the Investor herein as representations, warranties and covenants of the date hereof and Underwriter as contained herein, a certificate of fact of the Date Corporation signed by officers in a position to have knowledge of Closing such facts and their accuracy and certificates of such public officials and other persons as are necessary or desirable; (f) the "Closing Date") with respect Underwriter having received a favourable legal opinion of the Subsidiaries' counsel addressed to the Company or Underwriter, counsel to the Investor, as the case may be, as if it had been made on Underwriter and as of such Closing Date; the accuracy on and as each of the Closing Date Purchasers, acceptable in all reasonable respects to counsel to the Underwriter, to the effect that: (i) each of the statements Subsidiaries is a corporation validly existing under the laws of its jurisdiction of incorporation and is qualified to carry on business and own its assets under the laws of each jurisdiction in which it carries on business and owns its assets; (ii) each of the officers Subsidiaries has all requisite corporate capacity, power and authority to carry on its business as is now conducted by it and to own its assets; (iii) as to the authorized capital of each of the Company made pursuant Subsidiaries; and (iv) the registered holder of all of the issued and outstanding shares in the capital of the Subsidiaries is the Corporation; (g) the Underwriter shall have received a favourable legal opinion from ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇, United States 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, such opinion to be addressed to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution AgreementCorporation, the Investor and the Placement Agent shall receive the opinion of Counsel counsel to the CompanyCorporation, dated as of the date thereofUnderwriter and counsel to the Underwriter, 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 ClosingUnderwriter, to the effect that the conditions set forth offer and sale to purchasers in subparagraph (C) above have been satisfied and that, as the United States of the applicable closingSpecial Warrants, has been made in accordance with Section 4(2); (h) the Underwriter and the Purchasers having received a certificate of the Corporation signed by the Chief Executive Officer of the Corporation and the Chief Financial Officer of the Corporation or by such other officers acceptable to the Underwriter certifying as to certain matters reasonably requested by the Underwriter including certification that: (i) the Corporation has complied with all covenants and satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied up to the Time of Closing; (ii) all of the representations and warranties of the Company set forth herein contained in this Agreement are true and correct.correct as of the Closing Date with the same force and effect as if made at and as of the Closing Date, after giving effect to the transactions contemplated hereby; E. The Placement Agent (iii) since the date hereof, there has been no material adverse change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and its Subsidiaries, taken as a whole; (iv) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation (including the Special Warrants and the Subject Securities) has been issued and no proceedings for such purposes are pending, or, to the knowledge of such officers, pending, contemplated or threatened; and (v) the Corporation is a "reporting issuer" not in default under the securities laws of each of the provinces in which it is a reporting issuer and no material change relating to the Corporation has occurred with respect to which the requisite material change statement has not been filed unless the Offering contemplated hereby constitutes a material change and currently no disclosure of any material change has been made on a confidential basis; (i) the Corporation shall have no obligation delivered to insure that the Underwriter a certificate of CIBC Mellon Trust Corporation as registrar and transfer agent which certifies the number of outstanding Shares as at the Closing Date; (xj) any checkthe Special Warrant Indenture and Share Purchase Warrant Indenture in form acceptable to the Underwriter, noteacting reasonably, draft or other means of payment shall have been executed and delivered by the Corporation and the Warrant Agent for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance holders of the Placement Agent's obligations Special Warrants and Purchase Warrants; and (k) the accuracy Underwriter shall be satisfied in its sole discretion with such due diligence of the Placement Agent's representations and warranties hereunder, (1) Corporation as the Offering is exempt from the registration requirements of the 1933 Act Underwriter or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorits representatives deem appropriate.

Conditions of Closing. The (a) It is a condition precedent to Seller’s obligation to proceed to Closing hereunder that: (i) Purchaser shall have tendered the Purchase Price at Closing when expressly required to do so by the express terms of this Agreement; (ii) Purchaser’s warranties and representations set forth herein 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 true and warranties of the Company and the Investor herein correct in all material respects as of the date hereof of Closing; (iii) Purchaser shall be in compliance with each material covenant, agreement, obligation and undertaking required to be performed by Purchaser prior to Closing in accordance with the terms of this Agreement; and (iv) Purchaser shall have made the required deposits into the Closing escrow as required by the terms of Section 14(b) hereof. (b) It is a condition precedent to Purchaser’s obligation to proceed to Closing hereunder that: (i) Seller shall be in compliance with each material covenant, agreement, obligation and undertaking required to be performed by Seller prior to Closing in accordance with the terms of this Agreement; (ii) title to the Property shall be free and clear of any liens, encumbrances or adverse claims other than the Permitted Exceptions and the Title Company is prepared to issue an owner’s policy of title insurance to Purchaser including survey coverage in the amount of the Date of Closing (Purchase Price, insuring that fee title to the "Closing Date") Property vests in Purchaser subject only to the Permitted Encumbrances and including affirmative coverage 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 waiver and/or inapplicability of the Closing Date rights of first offer in the statements of the officers of the Company made pursuant to the provisions hereof; Patagonia and the performance by the Company Masonite leases; (iii) Seller’s warranties and the Investor on representations set forth herein shall be true 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 correct in all material respects as of the date thereof, which opinion of Closing; (iv) Seller shall be in form have made the required deposits into the Closing escrow as required by the terms of Section 14(a) hereof; (v) Purchaser shall have received and substance reasonably satisfactory to approved the Investor, their counsel and the Placement AgentTenant Estoppel Certificates as provided herein. 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 (vi) As of the representationsClosing Date, 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 environmental condition or prospects or the business activities, financial or otherwise, of the Company Property from that existing at the expiration of the Inspection Period; (vii) All of the Leases shall be in full force and effect and no Tenant shall be subject to any bankruptcy proceedings; (viii) Seller shall have delivered written evidence from the latest dates as of which such condition is set forth governing authority with jurisdiction that Patagonia, Inc. can permanently operate from its Premises in the Offering Materials; (ii) there Buildings 3 and 4, and shall have been no transactionprovided the executed final inspection cards and/or temporary certificates of occupancy for Patagonia, not Inc. in all of the ordinary course Buildings; (ix) Seller shall have provided a “Notice 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; Lease Term Dates” (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 lease), duly executed by Patagonia, Inc., for each of the Company Buildings occupied by Patagonia, Inc. and a written punch list from Patagonia, Inc. (contingent or otherwiseif any) with respect to Building 3 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.Building 4; 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) Purchaser shall have received written evidence that Purchaser has been designated as a third party beneficiary of the construction contract with United Construction, but only to the extent of performance obligations and warranty assignments (and not as to the sharing of savings or any checkeconomic benefit received by Seller thereunder, noteif any); and (xi) As of the Closing Date, draft or other means Purchaser shall have received the insurance certificates from Seller and United Construction Company as required in the Escrow Agreement attached hereto as Exhibit K. (xii) As of payment the Closing Date, Seller shall have provided written evidence from United Construction Company as to the remaining outstanding costs owed for the Common Stock will post-Closing work to be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject performed pursuant to the performance Escrow Agreement. (c) To the extent permitted by applicable law, any one or more of the Placement above-described conditions may be waived in writing in whole or in part by the party benefitted. In the event of a failure of a condition precedent to Purchaser’s obligation to close under this Agreement, upon written notice from Purchaser to Escrow Agent's obligations and , the accuracy of the Placement Agent's representations and warranties hereunderDeposit shall be promptly returned to Purchaser. If such failure is due to a default by Seller, (1Section 15(b) the Offering shall apply. If such failure is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2due to a default by Purchaser, Section 15(a) the Investor is an Accredited Investorshall apply.

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 Offered Securities and the Subject Securities including, without limitation, that: (i) each of the Corporation and the Subsidiaries have been duly incorporated, amalgamated or continued and are validly subsisting and have all requisite corporate power and authority to carry on their business as now conducted by them and to own their properties and assets and the Corporation and each of Subsidiaries is registered (where such registration is required) to carry on its business under the laws of each jurisdiction in which it carries on its business, as now conducted by it, and to own its properties and assets; (ii) the Corporation has full corporate power and authority to enter into the Transaction Documents and to perform its obligations set out herein and therein, and the Transaction Documents 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. (iii) the execution and delivery of the Transaction Documents and the fulfillment of the terms thereof by the Corporation, and the performance of and compliance with the terms of the Transaction Documents by the Corporation do not and will not result in a breach of, or constitute a default under, and do not and will 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, any applicable laws which are material to the Corporation, or any term or provision of the articles, by-laws or any mortgage, note, indenture, contract, agreement, instrument, lease or other document to which the Corporation is a party or by which it are bound on the Closing Date, of which such counsel is aware, or any judgment, decree, order, statute, rule or regulation applicable to the Corporation, of which such counsel is aware, which default or breach might reasonably be expected to materially adversely affect the capital, assets, liabilities (absolute, contingent or otherwise), business, operation or condition (financial or otherwise) prospects or results of the operation of the Corporation (on a consolidated basis); (iv) the certificates representing the Offered Securities have been approved and adopted by the directors of the Corporation and comply with all legal requirements relating thereto; (v) the issuance and distribution of the Offered Securities by the Corporation to the purchasers and Broker’s Warrant to the Agent is exempt from the prospectus and registration 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, other than first trade and re-sale restrictions; (vi) the authorized and issued capital of the Corporation, and, in addition to the foregoing, a favourable opinion of counsel to the Corporation in a form satisfactory to the Agent, 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 nature and duration of re- sale restrictions applicable thereto; c. the common shares being listed and posted for trading; and d. as to all other legal matters relating to the creation, issuance, sale and delivery of the Subject Securities as Agent’s counsel may reasonably request; (vii) the Corporation’s Interest has been created under agreements that are legally binding and enforceable in accordance with their terms. It is understood that the respective counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of the Selling Jurisdictions and on certificates of officers of the Corporation. It is further understood that Agent’s counsel may rely on the opinion of the Corporation's counsel as to matters which specifically relate to the Corporation and the issuance of the Offered Securities; (c) the Agent having received a certificate of the Corporation dated the Closing Date, addressed to the Agent and signed on the Corporation’s behalf by its President, Chief Executive Officer or Chief Financial Officer certifying that: (i) the Corporation has complied with and satisfied all terms and conditions of this Agreement and the Subscription Agreements on its part to be complied with or satisfied at or prior to the Closing Time, and where applicable, other than those which have been waived by the Agent; (ii) the representations and warranties of the Company Corporation set forth in this Agreement and, where applicable, the Subscription Agreements are true and correct at 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 beTime, as if it had been made on and as at such time; (iii) no event of a nature referred to in subparagraphs 12(b), (c), (e), (f) or (g) has occurred or to the knowledge of such officer is pending, contemplated or threatened; (iv) the Corporation has made and/or obtained, on or prior to the Closing Date; Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the accuracy on Corporation is a party or by which it is bound in respect of the execution and delivery of this agreement and the Subscription Agreements, the offering and sale of the Offered Securities, the issuance of the Broker’s Warrant and the consummation of the other transactions contemplated hereby, and (v) such other matters as may be reasonably requested by the Agent or Agent’s Counsel; (d) evidence satisfactory to the Agent that the Corporation has obtained all necessary regulatory approvals for the issuance of the Subject Securities, subject only to the filing of any documents and payment of any fees which may be required; (e) definitive certificates representing the Subject Securities registered in such name or names as the Agent shall notify the Corporation in writing of not less than 48 hours prior to the Closing Time (or such shorter time as the Corporation may agree to) and provided such certificates registered in such names may, subject to receipt by the Corporation of a satisfactory indemnity, be delivered in advance of the Closing Date to the Agent or such other parties in such locations as the Agent may direct and the Agent and the Corporation may agree upon; (f) payment of the statements Agent’s compensation provided for in section 2(b); (g) the Corporation having received duly completed and executed Subscription Agreements including any applicable Exhibits; and (h) the Corporation having received the aggregate subscription price in respect 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 AgentOffered Securities so subscribed for. 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 purchase of the Investor or its counsel. The obligations Bonds by the Underwriter is subject to fulfillment of the Placement Agent following conditions at or before Closing: (a) The Issuer’s and the Borrower’s representations and warranties 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 true on and as of the Closing Date date and shall be confirmed by certificates at Closing. (b) Neither the Issuer nor the Borrower shall have defaulted in any of their covenants hereunder and such shall be confirmed by certificates at Closing. (c) The Underwriter shall have received: (i) original executed copies (or photocopies thereof) of the statements of Indenture, 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 Loan Agreement, the Investor Letter of Credit, the Reimbursement Agreement, the Remarketing Agreement, the Participating Bank Agreement and all other documents executed in connection therewith or delivered at Closing; (ii) opinions of Bond Counsel dated the Placement Agent shall receive the opinion date of Counsel Closing with respect 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 transactionExhibits A, 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; B and C attached hereto; (iii) except as an opinion of Issuer Counsel dated the date of Closing with respect to the matters 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; Exhibit D attached hereto; (iv) except as an opinion or opinions of Borrower Counsel addressed to the Underwriter, the Remarketing Advisor, the Issuer and the Trustee dated the date of Closing with respect to the matters set forth in Exhibit E attached hereto; (v) an opinion of Bank Counsel dated the Offering Materials, date of Closing with respect to the Company shall not have issued any securities matters set forth in Exhibit F attached hereto; (other than those vi) an opinion of Underwriter Counsel dated the date of Closing with respect to be issued as provided the matters set forth in Exhibit G attached hereto; and (vii) a certificate of the Bank dated the date of Closing in the Offering Materialsform set forth in Exhibit H attached hereto. (d) or declared or paid any dividend or made any distribution of its capital stock of any class and At Closing there shall not have been any adverse change with respect to the Project or the financing thereof as contemplated by this Bond Purchase Agreement and the Official Statement or 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 property or financial condition or income of the CompanyBorrower, except as set forth in or contemplated by the Offering MaterialsOfficial Statement, which, in the judgment of the Underwriter, is material and makes it inadvisable to proceed with the purchase and public offering of the Bonds, and the Underwriter shall have received certificates that no such adverse change has occurred or, if such a change has occurred, full information with respect thereto. D. If requested at Closing (e) The Underwriter shall receive such documentation as it may reasonably request to evidence that the Investor Borrower has received all necessary state and local licenses and approvals from applicable state and local governmental authorities required on the part of the Borrower to be obtained in connection with the execution and delivery of the Loan Agreement and this Bond Purchase Agreement and the Placement Agent Borrower’s consummation of the transactions contemplated thereby and by the Official Statement. (f) The Underwriter shall receive a certificate such additional documentation as it may reasonably request to evidence compliance with applicable law, and the validity of the Company signed Resolution, the Bonds, the Indenture, the Loan Agreement, the Letter of Credit, the Participating Bank Agreement, the Reimbursement Agreement, the Remarketing Agreement, this Bond Purchase Agreement and all other documents delivered by an executive officer and chief financial officer, dated as the Borrower in connection with the financing of the applicable Closing, to Project and the effect that status of the conditions set forth in subparagraph offering under the Securities Act. (Cg) above The Bonds shall have been satisfied and thatrated at least “A/A-1” by Standard & Poor’s, as A Division of the applicable closingThe ▇▇▇▇▇▇-▇▇▇▇ Companies, 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.Inc.

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 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 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. 12.1 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, which conditions may be waived in writing in whole or in part by the Agents: (a) each Issuer 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 each Issuer 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 Company representations and warranties not so qualified will be true and correct in all material respects, in each such case, as of each Closing Date as 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 Agents shall have received at the Closing Time, a certificate dated the Closing Date from each of the Issuers signed by their respective Chief Executive Officers, addressed to the Agents and Agents’ Counsel, with respect to: (i) such Issuer’s constating documents, (ii) all resolutions of the board of directors of each Issuer relating to the Offering and the Investor herein transactions contemplated hereby and thereby including the Qualifying Transaction, as applicable, and (iii) the incumbency and specimen signatures of the signing officers relating to this Agreement and the Subscription Agreements, as applicable; (d) other than a Closing Date occurring on the date hereof hereof, the Agents shall have received at the Closing Time, a certificate dated the Closing Date, addressed to the Agents and Agents’ Counsel and signed by each Issuer’s Chief Executive Officer, certifying for and on behalf of such Issuer and without personal liability, after having made due enquiry, that: (i) the representations and warranties of each Issuer in this Agreement are true and correct in all respects as if made at and as of the Date Closing Time (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct in all respects as of such earlier date) and each Issuer has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied in all material respects at or prior to the Closing Time; (ii) no order, ruling or determination having the "effect of suspending the sale or ceasing, suspending or restricting the trading of Subscription Receipts or Underlying Securities in any of the Offering Jurisdictions has been issued or made by any securities commission or regulatory authority and is continuing in effect and no proceedings, investigations or enquiries for that purpose have been instituted or are pending; and (iii) there has been no Material Adverse Change in the business, affairs, operations, assets, liabilities or capital of each Issuer; (e) the Agents shall have received at the Closing Date"Time a favourable legal opinion of Issuers Counsel (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to Agents’ Counsel as to matters governed by the laws of jurisdictions other than the provinces in Canada in which they are qualified to practice) with respect to each of (A) the Company and (B) Crystal Bridge, addressed to the Agents and Agents’ Counsel 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) as to the incorporation and subsistence of the applicable Issuer under the laws of British Columbia and as to the corporate power of the Issuer to carry out its obligations under each of the Operative Documents, and to issue the Subscription Receipts, Compensation Warrants and the Underlying Securities; (ii) as to the valid existence of each Issuer and its respective Subsidiaries under the laws of its jurisdiction of formation or incorporation, as the Investorcase may be; (iii) as to the authorized and issued capital of each Issuer; (iv) as to the authorized and issued capital of Alpha USA; (v) that the Company is the registered and beneficial owner of all of the issued and outstanding shares of Alpha USA; (vi) Alpha USA has all requisite power and authority under the laws of its respective jurisdiction of incorporation or formation, as the case may be, to carry on its activities as if it had been made presently carried on; (vii) that each Issuer has all requisite corporate power and authority under the laws of its governing jurisdiction to carry on its business as presently carried on and as of such Closing Date; the accuracy on to own or lease its properties and as assets; (viii) that none of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; execution 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 delivery of any of the representationsOperative Documents, warranties the performance by each Issuer of its obligations hereunder and thereunder, or conditions herein contained. C. At and the sale or issuance of the Subscription Receipts or Underlying Securities upon satisfaction of the Escrow Release Conditions prior to the ClosingEscrow Release Deadline will, whether with or without the giving of notice or lapse of time or both, conflict with or result in any breach of: (i1) there shall have been no material adverse change nor development involving each Issuer’s constating documents; (2) any resolutions of the board of directors (or a prospective change in the condition or prospects committee thereof) or the business activities, financial shareholders of each Issuer; or otherwise, (3) the BCBCA or any other law of Canada; (ix) that each of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have Operative Documents has 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 honoredduly authorized and executed and delivered by each Issuer, paid and constitutes or will constitute a valid and legally binding obligation of each Issuer enforceable against the Investor it in accordance with its terms, or except as enforcement thereof may be limited by the Enforceability Qualifications; (yx) that all necessary action has been taken by each Issuer for such Issuer to validly issue the Subscription Receipts on the terms and subject to the performance terms of this Agreement, the Subscription Agreement and the Subscription Receipt Agreements, to allocate and reserve the Underlying Securities and that the Subscription Receipts have been validly issued by each Issuer and are outstanding and the Underlying Securities will, when issued upon satisfaction of the Placement Agent's obligations Escrow Release Conditions prior to the Escrow Release Date in accordance with the terms of the Subscription Receipts, be validly issued as fully paid and non-assessable securities in the capital of such Issuer, if and as applicable; (xi) the Compensation Warrants have been duly and validly created and issued; (xii) that the securities underlying the Compensation Warrants have been authorized and allotted for issuance to the Agents and, upon the issuance of such securities following due exercise of the Compensation Warrants in accordance with the provisions of the Compensation Warrant Certificates, the securities will be validly issued as fully paid and non-assessable securities in the capital of such Issuer; (xiii) Computershare Trust Company of Canada, at its office in Vancouver, British Columbia, has been duly appointed as the Subscription Receipt Agent for the Subscription Receipts under the Subscription Receipt Agreements; (xiv) the issuance, sale and delivery of the Subscription Receipts by each Issuer to the Purchasers and the accuracy issuance of the Placement Agent's representations and warranties hereunder, (1) Underlying Securities upon the Offering is conversion of the Subscription Receipts are exempt from the prospectus requirements of applicable Canadian Securities Laws and that no documents are required to be filed, no proceedings are required to be taken and no approvals, permits, consents or authorizations of any securities regulatory authority are required to be obtained by the Issuers or the Agents, as applicable, under applicable Canadian Securities Laws to permit the distribution of the Subscription Receipts by the Issuers or the Agents, as applicable, in accordance with the Operative Documents; however, where required by Canadian Securities Law, the Issuers will be required to file with the applicable Securities Commissions completed reports pursuant 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; (xv) the issuance by the Resulting Issuer of the Resulting Issuer Securities will be exempt from the prospectus and registration requirements of Canadian Securities Law and no filing, proceeding, approval, consent or authorization is required to be made, taken or obtained by the Resulting Issuer under Canadian Securities Law to permit such issuance; (xvi) in the event that any Subscription Receipts are offered and sold in the United States, and assuming (A) the representations of the Agents and the Issuers contained in this Agreement are true, correct and complete; and (B) compliance by the Agents and the Issuers with their respective covenants set forth in this Agreement, it is not necessary in connection with the offer and sale of the Subscription Receipts, in the manner contemplated by this Agreement, to register the Subscription Receipts under the 1933 Act Securities Act; (xvii) the first trade in the Subscription Receipts, the Compensation Warrants and the Underlying Securities are exempt from the prospectus requirements of Canadian Securities Law 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 Issuers under Canadian Securities Law to permit the first trade of the Resulting Issuer Securities, the Compensation Warrants, provided that: (A) the Resulting Issuer, and its predecessor Crystal, is and has been a “reporting issuer”, as defined in the Securities Laws, in a province or territory of Canada for the four months immediately preceding the trade; (B) the trade is not a “control distribution” as defined in NI 45-102; (C) no unusual effort is made to prepare the market or create a demand for the Resulting Issuer Securities or Compensation Warrants; (D) no extraordinary commission or consideration is paid to a Person in respect of the trade; and (E) if the Purchaser is an insider or officer of the Resulting Issuer at the time of the trade, the Purchaser has no reasonable grounds to believe that the Resulting Issuer is in default of the securities legislation (as defined in National Instrument 14-101-Definitions); (xviii) the form and terms of the certificates representing the Subscription Receipts, the Common Shares and the Crystal Shares have been approved by the directors of the applicable Issuer and in the case of the Common Shares and Crystal Shares conform with the provisions of the BCBCA and, in the case of the Subscription Receipts, the Subscription Receipt Agreements; and (xix) as to such other matters as the Agents’ Counsel may reasonably request prior to the Closing Time; it being understood that Company’s Counsel and ▇▇▇▇▇▇▇’s Counsel may, to the extent appropriate in the circumstances, as to matters of fact not independently established or within the knowledge of Company’s Counsel and ▇▇▇▇▇▇▇’s Counsel, rely on certificates of government officials, the auditors and officers of the Issuers, as applicable; (f) the Agents shall have received at the Closing Time certificates representing the Subscription Receipts (excluding any Subscription Receipts sold by the Company to any Issuer Direct Subscribers) or confirmations of the electronic deposit of the Subscription Receipts pursuant to the non-certificated issue system maintained by CDS registered in the name of the Purchasers, to the extent required hereunder, or as otherwise set forth in the Subscription Agreements; (g) the Agents shall have received a certificate of status with respect to each Issuer, Alpha USA issued by the appropriate regulatory authority dated within one Business Day of the Closing Date; (h) the Agents shall have received fully executed copies of the Subscription Receipt Agreements; (i) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Common Shares, Crystal Shares or any applicable state "Blue Sky" law other securities of the Issuers shall have 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 or the Knowledge of Crystal, contemplated or threatened by any Governmental Authority; (2j) the Investor Agents not having previously terminated, in accordance with the terms of this Agreement, its obligations pursuant to this Agreement; and (k) the Agents having received at each Closing Time such further certificates, opinions of counsel and other documentation from the Issuers contemplated herein, provided, however, that the Agents or Agents’ Counsel shall request any such certificate or document within a reasonable period prior to the Closing Time that is an Accredited Investorsufficient for the Issuers to obtain and deliver such certificate, opinion or document.

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 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 DLA ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ US 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 Shares have been duly authorized by valid corporate action and are free from preemptive rights under the Company’s charter or bylaws, 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 Shares, 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 Shares by the Placement Agents, as to which such counsel expresses 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 1933 Act and any required filing of the Prospectus and any supplement thereto pursuant to Rule 424 under the 1933 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 SEC 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 such counsel expresses no opinion), complied, when they were filed with the SEC, as to form in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC 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 such counsel expresses 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 such counsel expresses 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 such counsel expresses 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 Shares 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 otherwiseother), net worth, business, affairs, management, prospects, 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 judgment so material or adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered on such Closing Date on the terms and trade payable debtin the manner contemplated in the Prospectus. (h) 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 National Market or the establishing on such exchanges or market by the SEC or by 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 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 judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares in the manner contemplated in the Prospectus; or (v) no material amount of the assets of the Company shall have been pledged any calamity 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.cr

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 CONDITIONS OF CLOSING - continued 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 Subscriber acknowledges and agrees that the offices of Company is relying on the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy truth 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 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 Date, and the fulfillment of its covenants and obligations hereunder and the following additional conditions prior to the following further conditionsClosing Date: A. Upon (a) on or before the effectiveness of Closing Date, the Subscriber having delivered a registration statement covering properly completed and signed Subscription Agreement (including all applicable Schedules hereto) by email to: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, and having made payment arrangements for the Standby Equity Distribution Subscription Amount by wire or electronic funds transfer in accordance with the Payment Instructions set out in Schedule “C”; (b) on or before the Closing Date, the Subscriber having properly completed, signed and delivered Schedule “A” (the “U.S. Accredited Investor Certificate”); (c) on or before the Closing Date, if the Subscriber is an Offshore Investor, the subscriber having properly completed, signed and delivered Schedule “B”; (d) on or before the Closing Date, the Subscriber having properly completed, signed and delivered a Registration Rights Agreement, in the Investor form attached to the Private Placement Memorandum as Annex C; (e) the Subscriber having executed and the Placement Agent shall receive the opinion of Counsel returned to the Company, dated at the Company’s request, all other documents as of the date thereof, which opinion shall may 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 required by the Securities Purchase Agreement entered into Laws for delivery by the Company on behalf of the date hereof which has not been disclosed Subscriber; (f) the Company having obtained all necessary approvals and consents, including regulatory approvals in respect of the Offering Materials Offering; and (g) the initial offer and sale of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the Placement Agent sale of the Shares, or the Company having received such orders, consents or approvals as may be required to permit such initial offer and sale without the requirement to file a prospectus or registration statement (provided that the Company shall be obligated to file a registration statement under the U.S. Securities Act with the SEC in writing; (iii) except respect of resale of the Shares, 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 MaterialsRegistration Rights 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 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 Closing shall be held at Subscriber acknowledges and agrees that the offices Corporation will not consider the subscription hereunder for acceptance unless the Subscriber delivers to the Corporation, in accordance with the instructions set forth on the second page hereof, as soon as possible, and, in any event, no later than 5:00 p.m. (Toronto time) on January 27, 2025, or such later time as the Corporation may in its sole discretion accept: 1. a completed and duly signed copy of this Subscription Agreement, including instructions regarding registration and delivery set forth in the Subscription and Subscriber Information pages hereof; and 2. a wire transfer or other form of payment acceptable to the Corporation representing the aggregate Purchase Price payable by the Subscriber for the Purchased Securities, made payable to the Corporation or as otherwise instructed by the Corporation. The obligation of the Investor or its counselCorporation to sell the Purchased Securities to the Subscriber is subject to, among other things, the following conditions: 1. The obligations the Subscriber having properly completed, signed and returned to the Corporation all documents required by applicable securities laws, the policies of the Placement Agent hereunder shall be subject to Toronto Stock Exchange (the continuing accuracy "TSX"), and the policies of the NYSE American stock exchange (the "NYSE" and together with the TSX, the "Exchanges") for delivery by the Corporation on the Subscriber's behalf, as applicable; 2. the representations and warranties of made herein by the Company Subscriber and, if applicable, any beneficial purchaser for whom the Subscriber is acting hereunder (including representations 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 Investorwarranties made in any schedule attached hereto, as applicable), being true and correct when made and being true and correct at the case may be, Closing Time with the same force and effect as if it they 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 Time; 3. all covenants, agreements and conditions contained herein to the provisions hereof; and the performance be performed by the Company Subscriber and, if applicable, any beneficial purchaser for whom the Subscriber is acting hereunder (including the covenants, agreements and the Investor conditions contained in any schedule attached hereto, as applicable), 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 ClosingClosing Date having been performed or complied with in all respects; and 4. the Corporation having obtained all necessary regulatory approvals and consents in respect of the Offering, including any required shareholder approval or consent as required by the Investor Exchanges and the Placement Agent shall have been furnished such documents, certificates conditional approval of the TSX and opinions as it may reasonably require the approval of the NYSE 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 listing of the representations, warranties or conditions herein containedOffered Securities. 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 Agents to deliver at the Closing Time executed Subscription Agreements shall be conditional upon the Agents being satisfied with the results of their due diligence investigations (subject to Section 8) 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 the due authorization of the issuance of the Underlying Common Shares and Penalty Shares and the allotment and reservation of the Underlying Common Shares and Penalty 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 Subscription Receipts shall have been obtained, and the conditional approval of the Stock Exchanges to list the Underlying Common Shares and Penalty Shares shall have been obtained; (c) the Agents shall have received certificates addressed to the Agents 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 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 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 material change as it relates to the Company and its Subsidiaries on a consolidated basis; (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 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 senior executive officer of the Company made pursuant in the form attached hereto as Schedule “E” or in such other form as is acceptable 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 Agents; (e) subject to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution AgreementConditions, the Investor and the Placement Agent Agents shall receive the opinion of Counsel have received favourable legal opinions, in a form satisfactory to the CompanyAgents, acting reasonably, dated as of the date thereofof Closing, which opinion shall be in form and substance reasonably satisfactory from Akerman Senterfitt, United States counsel to the InvestorCompany, their and Osler, ▇▇▇▇▇▇ & Harcourt LLP, Canadian counsel to the Company substantially addressing the matters annexed hereto as Schedule “B” and where appropriate, counsel in the Placement Agent. B. At or other Selling Jurisdictions and other jurisdictions as may be required addressed to the Agents and to the Subscribers 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 (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 to the extent such expenses are documented in writing and delivered on the Business Day prior to the Closing Date. 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.

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, Buyer’s obligation to purchase the Placement Agent hereunder Property from Seller shall be subject to the continuing accuracy occurrence and/or satisfaction of the representations and warranties 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 Company and the Investor herein as Asset (including recordation of the date hereof plat or subdivision map causing the Land to be a separate legal parcel); (b) The Title Company is unconditionally prepared and as committed to issue the Title Policy insuring title to the Property vested in Buyer or its nominee in the amount of the Date of Closing (the "Closing Date") with respect Purchase Price, subject only to the Company or approved Condition of Title; (c) Receipt of any and all third-party consents needed to allow Seller to assign the Investor, as contracts set forth in the case may be, as Assignment of Contracts (if it had been made on and as applicable); (d) 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 Seller 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 performed all of the representations, warranties or conditions herein contained.obligations required to be performed by Seller under this Agreement; C. (e) At and prior to the Closing, (i) there shall have been be no material adverse change nor development involving a prospective change in the condition litigation or prospects administrative agency 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 other governmental proceeding 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 Materialskind whatsoever, 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 commissionthreatened, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could which after Closing would materially adversely affect the businesses, prospects or financial condition or income value of the Company, except as set forth Property or the ability of Buyer to operate the Property in the Offering Materials. D. If requested at Closing manner in which it is currently being operated, and (ii) the Investor physical condition of the Property shall be substantially the same as on the date of execution of this Agreement, reasonable wear and tear and the Placement Agent Additional Improvements excepted; and (f) All representations and warranties made by Seller to Buyer in this Agreement shall receive a certificate of the Company signed by an executive officer be true and chief financial officer, dated correct as of the applicable Closing. If any of the foregoing are not satisfied or waived by Buyer, Buyer shall have the right, without waiver of any other rights it may have at law, in equity or under this Agreement, to terminate this Agreement, in which event the effect that Deposit and the conditions set forth in subparagraph (C) above have been satisfied Additional Deposit together with all interest accrued thereon, shall immediately be refunded to Buyer 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 thereafter neither party 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 further 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 sale and purchase of the Purchased Shares is subject to the following terms and conditions for the benefit of the Purchaser, the Vendor or Mercury, as their interests may appear, to be fulfilled and or performed at or prior to the Time of Closing: 9.1 The covenants, representations and warranties of the Vendor, the Purchaser and/or Mercury contained herein shall be held at the offices true and correct as of the Investor date hereof, each and every one of which is hereby deemed to be a condition, and the Vendor shall deliver a certificate to such effect acceptable to counsel to the Purchaser and the Purchaser shall deliver a certificate to such effect acceptable to counsel to the Vendor, on the Closing Date; 9.2 The Vendor, the Purchaser and Mercury shall have complied with all covenants and agreements herein agreed to be performed or its counsel. cause to be performed by each of them respectively; 9.3 The obligations title of the Placement Agent hereunder Company to its assets and undertaking, the legality of the incorporation and organization of the Company, the due creation and issuance as fully paid of all the equity of the Company and all corporate proceedings of the Company, its shareholders and directors and all other matters which in the opinion of counsel for the Purchaser are material in connection with the transaction of purchase and sale herein contemplated shall be subject to the continuing accuracy favourable opinion of such counsel and all relevant records and information shall be supplied to such counsel for that purpose; 9.4 At or before the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date Time 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 obtained from all appropriate bodies all such approvals and consents in form and terms satisfactory to counsel for the Purchaser as may be required in order to permit the change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of ownership of the Company from the latest dates as Purchased Shares provided for herein to be completed without affecting or resulting in cancellation or termination of which such condition is set forth in the Offering Materials; (ii) there shall have been no transactionany property interest, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into licence or permit held by the Company on the date hereof which has not been disclosed Company; 9.5 No action or proceeding in the Offering Materials Canada 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 Austria by law or in equity, against the Company or affecting any of its properties or businesses equity shall be pending or threatened before and no legislation shall have been enacted or by any court or federal or state commissionintroduced which, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect in the businesses, prospects or financial condition or income opinion of the CompanyPurchaser, except as set forth in adversely effects the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate operations of the Company signed by an executive officer and chief financial officer, dated as its ability to conduct its business or the right of the applicable Closing, Purchaser to own the Purchased Shares; 9.6 In case any of the foregoing conditions shall not be fulfilled and/or performed by the Vendor at or before the Closing Date to the effect satisfaction of the Purchaser, the Purchaser may rescind this Agreement by notice to the Vendor and in such event the Purchaser shall be released from all obligations hereunder and unless the Purchaser can show that the condition or conditions set forth for the non-performance of which the Purchaser has rescinded such Agreement are reasonably capable of being performed or caused to be performed by the Vendor, then the Vendor shall also be released, in subparagraph (C) above have been satisfied and thatpart or in whole, as from all obligations hereunder; provided that any of the applicable closingsaid conditions may be waived or in whole by the Purchaser without prejudice to its rights of recision in the event of the non-fulfillment of any other condition or conditions, any such waiver to be binding on the Purchaser only if the same is in writing; 9.7 In case any of the foregoing conditions shall not be fulfilled and/or performed by the Purchaser at or before the Closing Date to the satisfaction of the Vendor, the representations Vendor may rescind this Agreement by notice to the Purchaser and warranties in such event the Vendor shall be released from all obligations hereunder and unless the Vendor can show that the condition or conditions for the non-performance of which the Vendor has rescinded such Agreement are reasonably capable of being performed or caused to be performed by the Purchaser, then the Purchaser shall also be released, in part or in whole, from all obligations hereunder; provided that any of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation said conditions may be waived or in whole by the Vendor without prejudice to insure that (x) any check, note, draft or other means its rights of payment for recision in the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance event of the Placement Agent's obligations and non-fulfillment of any other condition or conditions, any such waiver to be binding on the accuracy Vendor only if the same is in writing; 9.8 The completion of the Placement Agent's representations and warranties hereunder, (1) transaction contemplated by this Agreement is conditional on the Offering is exempt parties hereto receiving written approval from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited InvestorErzbergbau Radhausberg Gesellschaft G.m.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. 8.1 The obligations of the Placement Agent Sprott hereunder shall be subject to conditional upon Sprott receiving, and Sprott shall have 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 right on and as of such Closing Date; the accuracy on and as of the Closing Date on behalf of subscribers for Common Shares to withdraw all Subscription Agreements delivered and not previously withdrawn by subscribers unless Sprott receives, on the Closing Date: (a) a legal opinion 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 Corporation's counsel in form and substance reasonably satisfactory to Sprott, with respect to such matters, as Sprott may reasonably request relating to the Investorpurchase, their counsel including, without limitation: the due incorporation and valid existence of the Corporation; the corporate power and capacity of the Corporation; the authorized capital of the Corporation; the Common Shares having been duly authorized, allotted and reserved for issuance and issued as fully paid and non-assessable; the due and proper appointment of the Escrow Agent under the Escrow Agreement; the due authorization, execution, delivery and enforceability of this agreement, the Escrow Agreement, and the Placement Agent.Subscription Agreements and the fulfilment of the terms hereof and thereof; that the issue, sale and delivery of the Common Shares or any of them do not and will not result in a breach of, and do not and will not create a set of facts which, after notice or lapse of time or both, conflict with any terms, conditions or provisions of the articles of the Corporation, the by-laws or any resolutions of the directors or shareholders of the Corporation; compliance with all Applicable Securities Laws including, without limitation, the receipt of all necessary regulatory approvals relating to the distribution of the Common Shares; the distribution of the Common Shares in the Canadian Selling Jurisdictions; the first trade in Common Shares received. It is understood that the Corporation's counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than Quebec or Canada and on certificates of officers of the Corporation and the transfer agent of the Common Shares as to relevant matters of fact; B. At (b) a certificate of the Corporation dated the Closing Date, addressed to Sprott and signed on the Corporation's behalf by two senior officers of the Corporation, acceptable to Sprott, acting reasonably, certifying that: (i) the Corporation has complied with and satisfied all covenants, terms and conditions of this agreement on its part to be complied with and satisfied at or prior to the Closing, the Investor and the Placement Agent shall Closing Time other than those which 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.waived by Sprott; 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 Corporation set forth herein in this agreement are true and correct.correct at the Closing Time, as if made at such time; E. The Placement Agent shall have (iii) no obligation event of the nature referred to insure that in subparagraphs 10.2(a) and (xb) has occurred or to the knowledge of such officers is pending, contemplated or threatened; (iv) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any checkapplicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this agreement, note, draft or other means the offering and sale of payment for the Common Stock will Shares and the consummation of the other transactions contemplated hereby; and (v) such other matters as may be honoredreasonably requested by Sprott or Underwriter's counsel; (c) definitive certificates representing, paid in the aggregate, all of the Common Shares subscribed for registered in such name or enforceable against names as Sprott shall notify the Investor Corporation in accordance with its terms, or (y) subject writing of not less than 24 hours prior to the performance Closing Time provided such certificates registered in such names may be delivered in advance of the Placement Agent's obligations Closing Date to Sprott or such other parties in such locations as Sprott may direct and Sprott and the accuracy Corporation may agree upon; and (d) executed copies of the Placement Agent's representations Escrow Agreement and warranties hereunderthe Subscription Agreements, (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 Investoreach in form and substance reasonably satisfactory to Sprott and Sprott counsel.

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 InvestorInvesto r, 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 representationsrepresentation s, 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 e xcept 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 fo rth 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 --------------------- Investors to complete the purchase of the Purchased Securities is subject to the continuing accuracy fulfillment of the representations and warranties of following conditions: (a) the Company and the Investor herein Investors shall execute and deliver a Registration Rights Agreement in the form attached as Exhibit 2 with --------- respect to the Purchased Shares and Underlying Shares (as hereafter defined); (b) the Company shall deliver to the Investors an Opinion of Counsel, reasonably satisfactory to counsel for the date hereof and as of the Date of Closing (the "Closing Date") Investors, with respect to the matters set forth on Exhibit 3; and --------- (c) the Company or shall have (i) entered into new credit facilities on substantially the Investorterms set forth in the forms dated December 8, as 2000 of a Credit and Security Agreement by and between RF Monolithics, Inc. and ▇▇▇▇▇ Fargo Business Credit, Inc. and a Credit and Security Agreement by and between RF Monolithics, Inc. and ▇▇▇▇▇ Fargo Bank Minnesota, N.A. (the case may be"▇▇▇▇▇ Fargo Facilities") to replace the existing credit facility and (ii) shall have repaid all amounts due under the existing credit facility with the proceeds of the new credit facilities; (d) the Company shall have received a commitment, as if it had been made on satisfactory to counsel for the Investors, to issue, immediately after the closing, a "clean" opinion for the audit of its year end financial statements for the periods ending August 31, 2000 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 without substantial adjustments for 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 periods from the latest dates as of which such condition is results set forth in the Offering Materials; Financial Statements (iias defined below); (e) 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 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; (1f) the Offering is exempt from Company shall pay the registration requirements Investors' expenses to the extent set forth in Section 6.9 hereof; and (g) the Company shall have entered in a Second Amendment (the "Second Amendment") to its Rights Agreement dated as of December 20, 1994 so that the transactions contemplated hereby will not result in the Investors becoming "Acquiring Persons" as defined therein. All certificates shall have all necessary stock transfer tax stamps (purchased at the expense of the 1933 Act or any applicable state "Blue Sky" law or (2Company) affixed. The parties agree that for purposes of allocating the Investor is an Accredited Investorprice paid for the Purchased Securities, the Purchased Warrants have a nominal value.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. 10.1 The obligations of the Placement Agent hereunder shall be Underwriter to consummate at the Closing the transactions contemplated hereby are subject to receipt by the continuing accuracy Underwriter of the items described in Section 10.2 hereof and to the satisfaction of the following conditions: (a) The Underwriter will not have discovered any material error, misstatement or omission in the representations and warranties of the Company made in this Purchase Contract, which representations and the Investor herein as of the date hereof warranties will be deemed to have been made again at and as of the Date time of the Closing and will then be true in all material respects. (b) The Issuer and the "Closing Date"Borrower will have performed and complied with all agreements and conditions required by this Purchase Contract to be performed or complied with by such respective parties at or prior to Closing. (c) with respect to The Bonds, the Company or Financing Documents and the InvestorOfficial Statement shall each have been executed and delivered by each of the parties thereto, as the case may be, as if it had been made on shall be in full force and as of such Closing Date; the accuracy effect on and as of the Closing Date and shall not have been amended, modified or supplemented prior to the Closing except as may have been agreed to in writing by the Underwriter and no event of default shall exist under any such documents. (d) The Underwriter will have received orders for all of the statements Bonds (or such amount of the officers Bonds as is acceptable to the Underwriter) and (a) such orders have not been withdrawn at the time of the Company made pursuant Closing and (b) the market price or marketability, at the initial offering price set forth in the Official Statement, of the Bonds shall not have been adversely affected, in the reasonable judgment of the Underwriter. (e) The Borrower shall have entered into the Continuing Disclosure Agreement containing covenants meeting the requirements of Rule 15c2-12 under the 1934 Act. (f) The Issuer shall have received the executed Issue Price Certificate of the Underwriter, substantially in the form attached to this Purchase Contract as Exhibit E. 10.2 In addition to the provisions hereof; conditions set forth in Section 10.1, the obligations of the Underwriter to consummate at the Closing the transactions contemplated hereby are subject to receipt by the Underwriter of the following items: (a) An approving opinion of Bond Counsel, dated the Closing Date, relating to the validity of the Bonds and the performance by tax-exempt status of the Company Bonds, substantially in the form attached to the Official Statement as Appendix F, and a letter of such counsel, addressed to the Underwriter and the Investor on Issuer, to the effect that such opinion may be relied upon, together with a supplemental opinion of Bond Counsel, satisfactory in form and substance to the Underwriter and the Issuer, dated the Closing Date, substantially in the form attached hereto as Exhibit B. (b) An opinion of counsel to the Borrower, dated the Closing Date, satisfactory in form and substance to the Underwriter, the Trustee, Bond Counsel and the Issuer and in substantially the form attached hereto as Exhibit C. (c) An opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, counsel to the Underwriter, satisfactory in form and substance to the Underwriter. (d) A certificate of the Issuer, dated the Closing Date and signed by an authorized official or officer of the Issuer, to the effect that (i) each of the Issuer’s representations contained herein and in all other Issuer Documents, which representations will be deemed to have been made again at and as of the Closing Date time of its covenants Closing, are true and obligations hereunder correct in all material respects; (ii) the Issuer has performed and complied with all agreements and conditions required by this Purchase Contract 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 or complied with by it at or prior to the Closing, ; and (iii) the Investor information contained in the Preliminary Official Statement and the Placement Agent shall have been furnished such documents, certificates Official Statement under the captions “THE ISSUER” and opinions as it may reasonably require for the purpose “ABSENCE OF LITIGATION – The Issuer” is true and correct in all material respects and does not contain any untrue statement of enabling them a material fact or omit to review or pass upon the matters referred to in this Agreement and the Offering Materials, or state any material fact necessary in order to evidence make the accuracystatements contained therein, completeness or satisfaction of any in light of the representationscircumstances under which they were made, warranties or conditions herein containednot misleading. C. At (e) Evidence that a public hearing has been duly held and the issuance of the Bonds has been duly approved as required by the Code. (f) A certificate of the Issuer, dated the Closing Date and signed by an authorized officer of the Issuer, in form and substance satisfactory to the Issuer, the Underwriter and Bond Counsel, respecting certain tax matters as may be reasonably required by Bond Counsel to enable it to give its opinion. (g) A certificate of the Borrower, dated the Closing Date and signed by its authorized representative, to the effect that: (i) each of the Borrower’s representations and warranties contained herein and in all Borrower Documents, which representations and warranties will be deemed to have been made again at and as of the time of Closing, are true and correct in all material respects; (ii) the Borrower has performed and complied with all agreements and conditions required by this Purchase Contract to be performed or complied with by it at or prior to the Closing; (iii) since the date of the Official Statement and except as set forth therein, (i) there shall have has not been no any material adverse change nor development involving a prospective change in the condition or prospects or the business activitiesBorrower’s operations, 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 the information contained in the Offering MaterialsPreliminary Official Statement and the Official Statement is true and correct and does not contain any untrue statement of a material fact and does not omit to state a material fact necessary in order to make the statements contained therein, 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 light of the Company (contingent or otherwise) and trade payable debt; circumstances under which they were made, not misleading; (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) there is no action, suit suit, proceeding, inquiry or proceedinginvestigation, 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 commissioncourt, public board or other administrative agencybody pending or, domestic to the best knowledge of the Borrower, threatened against or foreignaffecting the Borrower or any of its affiliates, nor, to the best knowledge of the Borrower, is there any basis therefor, wherein an unfavorable decision, ruling or finding could materially would, in any way, adversely affect the businesses, prospects transactions contemplated by the Loan Agreement or financial condition or income the operation and management of the CompanyProject, except as set forth or that might result in any material adverse change in the Offering Materialsbusiness, operations, properties, assets, liabilities or condition (financial or other) of the Borrower or that affects the information in the Preliminary Official Statement and the Official Statement; and (vi) such other matters as the Underwriter may reasonably request. D. If requested at Closing the Investor and the Placement Agent shall receive a (h) A certificate of the Company Borrower dated the Closing Date and signed by its authorized representative, in form and substance satisfactory to the Underwriter and Bond Counsel, respecting certain tax matters as may be reasonably required by Bond Counsel to enable it to give its opinion. (i) A certificate of the Trustee, dated the Closing Date and signed by an executive authorized officer of the Trustee, in form and chief financial officersubstance satisfactory to the Underwriter. (j) The Borrower’s 15c2-12 Certificate, dated substantially in the form attached hereto as Exhibit D, duly executed by the Borrower. (k) Certified copies of the organizational documents of the Borrower and copies of the resolutions or actions of its partners (if applicable) authorizing the execution and delivery of the Borrower Documents. (l) The Financing Documents (or certified copies thereof) duly executed and delivered by the respective parties thereto, with such amendments, modifications or supplements as may have been agreed to by the Issuer, Bond Counsel and the Underwriter. (m) Written evidence satisfactory to the Underwriter that ▇▇▇▇▇’▇ Investors Service, Inc. (the “Rating Agency”) has issued a rating of “Aaa/VMIG 1” for the Bonds and such rating shall be in effect on the Closing Date. (n) Such additional legal opinions, certificates, instruments and other documents as the Underwriter, the Issuer or Bond Counsel may reasonably deem necessary to evidence the truth and accuracy as of the Closing Date of the respective representations and warranties of the Issuer and the Borrower herein contained and of the Official Statement, and to evidence compliance by the Issuer and the Borrower with this Purchase Contract and all applicable Closinglegal requirements, and the due performance and satisfaction by the Issuer and the Borrower at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the effect that Issuer and the Borrower. 10.3 If any of the conditions set forth in subparagraph (C) above Section 10.1 or 10.2 hereof 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 correctUnderwriter may, at its sole option, terminate this Purchase Contract or proceed to Closing upon waiving any rights under this Purchase Contract with respect to any such condition. If this Purchase Contract is terminated pursuant to this Section 10, no party will have any rights or obligations to any other, except as provided in Section 13 hereof. 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 Investor acknowledges and agrees that the offices of the Investor or its counsel. The obligations of the Placement Agent Issuer hereunder shall be subject to are conditional on the continuing accuracy of the representations and warranties of the Company and the Investor herein contained in this Purchase Agreement as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investorthis Purchase 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 as if made at and as of the statements Closing Date, and the fulfillment of the officers following additional conditions as soon as possible and in any event not later than the Closing Date unless other arrangements acceptable to the Issuer have been made: (a) the Issuer shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents required for the completion of the Company made pursuant to the provisions hereof; transaction contemplated by this Purchase Agreement and the performance by Registration Rights Agreement described below; (b) the Company representations and warranties of the Investor on Issuer contained herein being true and correct as of the Closing Date with the same force and effect as if made at and as of the Closing Date of its covenants and obligations hereunder and after giving effect to the following further conditions:transactions contemplated hereby; A. Upon (c) the effectiveness of a registration statement covering Issuer having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Standby Equity Distribution Agreement, Issuer at or prior to the Closing; (d) the Investor not having previously terminated the obligations thereof pursuant to this Purchase Agreement; and (e) the Investor having completed this Purchase Agreement in full and having paid the Placement Agent shall receive Purchase Price for the opinion of Counsel Units subscribed for hereunder to the Company, dated Issuer in the manner contemplated in this Purchase Agreement. The Issuer acknowledges and agrees that the obligations of the Investor hereunder are conditional on the accuracy of the representations and warranties of the Issuer contained in this Purchase Agreement as of the date thereofof this Purchase Agreement, which opinion and as of the Closing Date as if made at and as of the Closing Date and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Date: (a) all covenants, agreements and conditions contained in this Purchase Agreement and Registration Rights Agreement to be performed by the Issuer on or prior to the Closing Date shall have been performed or complied with in all material respects; and (b) the Issuer shall have delivered, or cause to be delivered, to the Investor’s counsel the following items: (i) a copy of the certificates representing the Securities purchased by the Investor, registered in the name of the Investor or its nominee as set forth on Exhibit B attached hereto (the “Certificates”); (ii) a copy of this Purchase Agreement duly executed by the Issuer; (iii) a copy of the Registration Rights Agreement attached hereto as Exhibit C (the “Registration Rights Agreement”, and together with this Purchase Agreement, the “Transaction Documents”) duly executed by the Issuer; (iv) a copy of a certificate executed by the chief executive officer or the chief financial officer of the Issuer, dated the Closing Date, in form and substance reasonably satisfactory to the Investor, their confirming such matters as may be reasonably requested by the Investor or its counsel; (v) a copy of an opinion letter of Issuer’s counsel in form and the Placement Agent. B. At or prior substance satisfactory to the ClosingInvestor; (vi) a copy of a certificate from the principal executive officer of the Issuer certifying as of the Closing Date that the Issuer and Tekoil and Gas Gulf Coast, 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 LLC (“Tekoil LLC”) are not in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction default of any of their covenants and obligations under the representations, warranties or conditions herein contained. C. At Credit 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 officerGuaranty Agreement, dated as of May 11, 2007, as amended August 15, 2007 and October 24, 2007 (the applicable Closing“Credit Agreement”), among the Issuer, Tekoil LLC, the lenders party to the effect that Credit Agreement and ▇. ▇▇▇▇ & Company; and (vii) such other documents relating to the conditions set forth in subparagraph (C) above have been satisfied and that, transactions contemplated by this Purchase Agreement 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 or 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 Investorcounsel may reasonably request.

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 Shares 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 Shares 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) Neither the Placement Agent nor the Company shall have advised the other party 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 (i) ▇▇▇▇▇▇▇ & ▇▇▇▇, P.C., counsel for the Company, and (ii) Seigfreid, Bingham, Levy, ▇▇▇▇▇▇ & ▇▇▇, P.C., counsel for the Company, each addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as set forth on Exhibit A hereto. ▇▇▇▇▇▇▇ & ▇▇▇▇, P.C. shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth on Exhibit B hereto. (d) On the Closing Date, the Placement Agent shall have received the opinion of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 and financial information and (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 might reasonably be expected to involve a prospective change in the condition (contingent financial or otherwiseother), net worth, business, affairs, management, prospects, 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 judgment so material or adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares 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 American Stock Exchange or the establishing on such exchanges or market by the SEC or by such exchanges or markets 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 market by the SEC or by such market 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 judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares 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 judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the assets Shares in the manner contemplated in each of the Company shall have been pledged or mortgaged, except as indicated in Disclosure Package and 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 MaterialsProspectus. 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 (Ch) 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 received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, in their capacities as such, stating that: (i) the condition set forth in Section 5(a) has been fully satisfied; (ii) they have carefully examined the Registration Statement, the Disclosure Package and the Prospectus as amended or supplemented and all documents incorporated by reference therein and nothing has come to insure their attention that (x) would lead them to believe that any checkof the Registration Statement, note, draft the Disclosure Package or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its termsProspectus, 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 Prospectus 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; (yiii) subject since the Effective Date, no event has come to their attention that would be required to be set forth in an amendment or supplement to the performance of Registration Statement, the Placement Agent's obligations and Disclosure Package or the accuracy of the Placement Agent's representations and warranties hereunder, (1Prospectus which has not been so set forth; there has been no Issuer Free Writing Prospectus required to be filed under Rule 433(d) the Offering is exempt from the registration requirements 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 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 material labor dispute or court or material governmental action, order or decree; (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 or any applicable state "Blue Sky" law of its Subsidiaries or any material adverse change or any development involving or that may reasonably be expected to involve a prospective material adverse change, in the condition (2financial or other), net worth, business, affairs, management, prospects, results of operations or cash flow of the Company and its 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; and (vii) covering such other matters as the Investor is an Accredited InvestorPlacement Agent may reasonably request. (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 shall have been approved for trading upon official notice of issuance on the NASDAQ Global Market. (k) The Placement Agent shall have received duly and validly executed letter agreements referred to in Section 4(o) hereof. (l) All such opinions, certificates, letters and documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to the Placement Agent and to ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel for the Placement Agent. The Company will furnish the Placement Agent with such signed and conformed copies of such opinions, certificates, letters and documents as the Placement Agent may request. (m) 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 in writing, this Agreement may be terminated by the Placement Agent on notice to the Company, whereupon the Company shall not issue or sell the Shares.

Conditions of Closing. 8.1 The Closing shall be held at will take place on the offices of the Investor or its counsel. Closing Date. 8.2 The Agent’s obligations of the Placement Agent hereunder shall be under this Agreement are conditional upon and subject to the continuing accuracy fulfilment of the following conditions before the Closing Time, which conditions the Company covenants to use its commercially reasonable efforts to fulfil or cause to be fulfilled before the Closing Time: (a) all actions required to be taken by or on behalf of the Company, including the passing of all requisite resolutions of directors of the Company, will have been taken so as to approve the Prospectuses and to validly create and distribute the Securities; (b) the Company will have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Regulatory Authorities for the Offering and the Prospectuses, including without limitation a receipt from the Commissions pursuant to NP 11-202 in respect of the Prospectuses, to permit the Company to complete its obligations hereunder; (c) there shall be no requirement under applicable law and no requirement imposed on the Company by the Regulatory Authorities to obtain, nor shall the Company voluntarily seek, shareholder approval of the Offering or of the issuance of the Offered Shares; (d) the Company will have, within the required time set out hereunder, delivered or caused the delivery of the required Comfort Letter, legal opinions, Officer’s Certificate and the Closing Materials, in form and substance satisfactory to the Agent and its counsel, acting reasonably;‌ (e) no order ceasing or suspending trading in any securities of the Company, or ceasing or suspending trading by the directors, officers or promoters of the Company, or any one of them, or prohibiting the trade or distribution of any of the securities referred to herein will have been issued and no proceedings for such purpose, to the knowledge of the Company, will be pending or threatened; (f) the Common Shares and the Agent’s Warrant Shares will have been conditionally accepted for listing on the Exchange; (g) as of the Closing Time, there shall be no reports or information that in accordance with the requirements of Regulatory Authorities must be made publicly available in connection with the sale of the Offered Shares that have not been made publicly available as required; no contracts, documents or other materials required to be filed with Regulatory Authorities in connection with the Prospectuses that have not been filed as required and delivered to the Agent; and no contracts, documents or other materials required to be described or referred to in the Prospectuses that are not described or referred to as required and delivered to the Agent; (h) the Agent shall have received at the Closing Time a letter from the transfer agent of the Company dated the date of Closing and signed by an authorized officer of such transfer agent confirming the issued and outstanding capital of the Company; (i) the Agent not having exercised any rights of termination set forth in this Agreement; (j) the Agent having received at the Closing Time such further certificates, opinions of counsel and other documentation from the Company as the Agent or its counsel may reasonably require and as are customary in a transaction of this nature; (k) there shall not have occurred since September 30, 2019 and until the Closing Time, any adverse material change (actual, anticipated, contemplated or, to the knowledge of the Company, threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), prospects, financial position or capital of the Company; (l) the due diligence conducted by the Agent shall not have revealed any adverse material change or adverse material fact in respect of the Company not generally known to the public which should have been previously disclosed pursuant to Applicable Securities Laws, and the Agent being satisfied, acting reasonably, with the results of their due diligence investigation of the Company prior to the Closing Time; (m) the Company will have, as of the Closing Time, complied with all of its covenants and agreements contained in this Agreement;‌ (n) the representations and warranties of the Company contained in this Agreement will be materially true 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 correct as of the Closing Date Time as if such representations and warranties had been made as of the statements Closing Time; and (o) certificates, opinions and other documents contemplated by Section 7.13 of this Agreement will have been delivered to the Agent and its legal counsel. 8.3 The Offering will be completed at the offices of the officers of Company’s legal counsel at such time (the Company made pursuant “Closing Time”) and on the applicable Closing Date as may be agreed to the provisions hereof; and the performance by the Company and the Investor on and as of Agent in consultation with the Closing Date of its covenants and obligations hereunder and Exchange; provided, however, that if the Company has not been able 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 comply with any of the representations, warranties covenants or conditions set out herein contained. C. At required to be complied with by the Closing Time and prior to Closing Date or such other date and time as may be mutually agreed to, or if this Agreement is terminated in accordance with Section 9 hereof, 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, respective obligations 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 parties will terminate without further liability or obligation 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) with respect to the payment of expenses and trade payable debt; (v) no material amount of the assets of the indemnity and contribution provided for in this Agreement.‌ 8.4 The Company shall have been pledged or mortgagedwill, 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 on the applicable ClosingClosing Date, deliver the Securities, through its registrar and transfer agent, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as Agent against payment of the applicable closingProceeds. 8.5 If the Company has satisfied all of its obligations under this Agreement, the representations and warranties Agent will, on the applicable Closing Date, pay the Proceeds to the Company against delivery of the Company set forth herein are true and correctSecurities. 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 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 Closing, 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 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 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 Materialsoffering materials. 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. The Placement Agent (d) There shall have no obligation be lock-up agreements executed by (i) the principal shareholders of the Company, including Santa ▇▇▇▇▇▇ Capital Partners II, LLC and its principals, Showtime Networks, Inc., Lifelogger, LLC, a Delaware limited liability company (an affiliate of Santa ▇▇▇▇▇▇ Partners II, LLC), and other persons who may be identified by Hunter, and (ii) the Company’s officers and directors. Each person listed in the foregoing sentence shall agree to insure that not sell any shares owned directly or indirectly by any of them for a period of 18 months from the effective date of the Registration Statement (x) any checkthe “Lock-Up Terms”). Additionally, noteeach person to whom the Company granted options prior to the date of this Agreement and during the period beginning on the date of this Agreement and ending on the eighteen-month anniversary of the effective date of the Registration Statement (the “Lock-Up Period”), draft or other means of payment for the Common Stock will shall execute a lock-up agreement and agree to and be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance Lock-Up Terms. Notwithstanding the foregoing, (i) in the discretion of Hunter, the persons who have executed a lock-up agreement with the Company dated October 3, 2006, may be released in whole or in part prior to the expiration of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunderLock-Up Period, (1ii) the Offering Lock-Up Terms will not apply during the period that the sales price per Share is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or at least $15.00, provided that (2A) the Investor is an Accredited InvestorRegistration Statement has been declared effective, and (B) the Shares have been listed for trading on either the Nasdaq Stock Market or the American Stock Exchange, and (iii) Lock-Up Terms shall not apply in connection with private transactions where the transferee agrees to be bound by the Lock-Up Terms.

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 Lender's obligation to enter into this Amendment and the offices of the Investor or its counsel. The obligations of the Placement Agent other documents and instruments required hereunder shall be subject to the continuing accuracy satisfaction of all of (a) On the Closing Date, the representations and warranties of Borrower set forth in the Company Loan Documents shall be true and the Investor herein as of the date hereof correct in all material respects when made and at and as of the Date time of Closing the Closing. (b) The following shall have been delivered to Lender, each duly authorized, executed and acknowledged, where applicable: (i) This Amendment. (ii) A Replacement Acquisitions Revolving Note from Borrower payable to the "order of Lender in the principal amount of $25,000,000. (iii) An Amended and Restated Patent Collateral Assignment and Security Agreement. (iv) An Amended and Restated Trademark, Tradename and Service Mark ▇▇▇lateral Assignment and Security Agreement. (v) The First Amendment to the Securities Account Pledge and Security Agreement. (vi) The First Amendment to Acknowledgment of Control of Pledged Securities Account. (c) Borrower shall have performed and complied in all material respects with all agreements and conditions contained in the Loan Documents to be performed by or complied with by Borrower prior to or at the Closing, and no Event of Default or Default shall have occurred and be continuing or would occur by Borrower entering into this Amendment and each condition precedent to the effectiveness of each of the Loan Documents shall have been satisfied. (d) Lender shall have received such documents as Lender shall require to establish the proper organization and good standing of Borrower, the authority of Borrower to execute this Amendment and any other documents or instruments required hereunder, and evidence that all approvals and/or consents of, or other action by, any shareholder, governmental agency or other Person whose approval or consent is necessary or required to enable Borrower to (a) enter into and perform its obligations under the Loan Documents and (b) grant to Lender the Security Interests, have been obtained. (e) All filings of Uniform Commercial Code financing statements and other filings and actions necessary to perfect and maintain the Security Interests as first, valid and perfected security interest in the Collateral shall have been filed or taken (or such filings delivered for filing immediately following the Closing, to Lender or a third party acceptable to Lender) and confirmation thereof shall have been received by Lender. (f) Lender shall have determined to its satisfaction that, as of the Closing Date", there has been no material adverse change in the financial condition of Borrower from the financial statements dated as of September 30, 1998 and other documents submitted by Borrower to Lender prior to the Closing Date. (g) Borrower shall have paid to Lender an extension fee of $37,500, which shall be fully earned and non-refundable upon Lender's execution and delivery of this Amendment, and, when invoiced, Lender's reasonable attorneys' fees and costs incurred in connection with this Amendment. (h) Lender shall be satisfied that (a) Borrower has good and indefeasible title to all of the Collateral and (b) Borrower at all times shall be entitled to the use and quiet enjoyment of all assets necessary and desirable for the continued ownership and operation of Borrower's business, including, without limitation, the use of equipment, licenses, fixtures and warehouses. (i) Lender shall have received an opinion of counsel to the Borrower, addressed to Lender, with respect to the Company or the Investortransactions contemplated by this Amendment, 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 Lender and the Placement Agentits counsel. 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 to privately place the Bonds on the date of Closing shall be subject subject, except as specifically waived in writing by the Placement Agent in its sole discretion to (i) the continuing accuracy of the representations and warranties on the part of the Company and the Investor contained herein as of the date hereof and as of the Date date of Closing Closing; (the "Closing Date"ii) 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 of the statements of the officers of the Company made in any certificates or other documents furnished pursuant to the provisions hereof; , and (iii) the performance by the Company and the Investor on and as of its obligations to be performed hereunder or otherwise at or prior to the Closing Date of its covenants and obligations hereunder and to the following further additional 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 Closing, the Investor and the Placement Agent Resolution shall have been furnished duly adopted by the Company and shall be in full force and effect and constitute the legal, valid and binding action of the Company, and the Company Documents, when executed and delivered by the parties thereto, will constitute legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium and similar terms in effect from time to time affecting the enforcement of creditors' rights, and such documentsdocuments shall not have been amended, certificates and opinions modified or supplemented except as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred have been agreed to in this Agreement and writing by the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained.Placement Agent; 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 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 material adverse change in the indebtedness business, properties or financial condition of the Bank, as described in the Preliminary Placement Memorandum or of the Company which in the judgment of the Placement Agent, makes it inadvisable to proceed with the offer and sale of the Bonds; (long c) The Letter of Credit shall have been delivered by the Bank; (d) At the Closing, the Preliminary Placement Memorandum shall not have been amended, modified or short termsupplemented, except as may have been agreed to in writing by the Placement Agent; (e) The Company shall not have defaulted in the performance of any of their covenants hereunder, under the Indenture or liabilities under the Company Documents; (f) The Placement Agent shall have received: (i) The Preliminary Placement Memorandum executed by the Company, including all appendices thereto; (ii) An opinion of Bond Counsel, addressed to the Placement Agent, also dated the date of Closing, covering the matters set forth in Exhibit A hereto and any other matters which may be reasonably requested by the Placement Agent, with such changes therein as are acceptable to the Placement Agent; (iii) An opinion of Counsel for the Company, dated the date of Closing and addressed to the Placement Agent, the Bank and the Trustee, covering the matters set forth in Exhibit B hereto and any other matters which may be reasonably requested by the Placement Agent, with such changes therein as are acceptable to the Company, the Placement Agent, the Bank and the Trustee; (iv) An opinion of Counsel for the Bank, dated the date of Closing and addressed to the Placement Agent, the Bank and the Trustee, covering the matters set forth in Exhibit C hereto, with such changes therein as are acceptable to the Placement Agent, the Bank, the Trustee and Bond Counsel; (v) A preference opinion of Counsel for the Bank dated the date of Closing and addressed to Moody's (herein defined), the Trustee and the Placement Agent in form satisfactory to the Placement Agent and Moody's; (vi) A certificate, dated the date of Closing and signed by an authorized officer of the Company to the effect (A) that the representations and warranties regarding the Company contained herein are true and correct in all material respects on and as of the date of Closing with the same effect as if made on the date of Closing; (B) that no event has occurred since the date of the Preliminary Placement Memorandum to render any statements therein untrue; (C) that the information contained in the Preliminary Placement Memorandum does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made, not misleading; (D) that the Company has complied with all the agreements and satisfied all material conditions on their part to be performed or satisfied under this Bond Placement Agreement and the Reimbursement Agreement or otherwise at or prior to the Closing; and (E) such other matters as Bond Counsel and the Placement Agent may reasonably request; (vii) A certificate, dated the date of Closing and signed by an authorized officer of the Bank to the effect that (A) the Bank is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; (B) the Bank has full legal right, power and authority to execute and deliver the Reimbursement Agreement and the Letter of Credit and to perform its obligations thereunder; (C) the Reimbursement Agreement and the Letter of Credit have been duly authorized, executed and delivered by the Bank, are in full force and effect as to the Bank on the date of Closing, and constitute legal, valid and binding obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of Bank enforceable against the assets of the Company shall have been pledged or mortgagedBank in accordance with their respective terms, except as indicated enforcement may be limited by equitable principles, or by bankruptcy, insolvency, reorganization, moratorium and liquidation laws and other similar laws in effect from time to time affecting the enforcement of creditors' rights generally, as such laws would apply in the Offering Materialsevent of the bankruptcy, insolvency, reorganization or liquidation of, or other similar occurrence with respect to the Bank in the event of any moratorium or similar occurrence affecting the Bank; and (vD) to the Bank's knowledge, there is no action, suit suit, proceeding, inquiry or proceedinginvestigation, 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 commissioncourt, regulatory agency, public board or other administrative agency, domestic body pending or foreign, threatened against the Bank wherein an unfavorable decision, ruling or finding could materially would adversely affect the businesses, prospects validity or financial condition or income enforceability of the CompanyReimbursement Agreement or the Letter of Credit, except or would materially and adversely affect the ability of the Bank to perform its obligations thereunder; (E) all of the conditions precedent to the issuance of the Letter of Credit contained in the Reimbursement Agreement have been satisfied or waived by the Bank; and (F) to the best of said officer's knowledge, as of the date of issuance of the Bonds, the information contained under the heading "The Letter of Credit and the Reimbursement Agreement" and in Appendix B to the Preliminary Placement Memorandum do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (viii) A letter of ▇▇▇▇▇'▇ Investors Services, Inc. ("Moody's") stating that it has issued a rating of "Aa3/VMIG1" on the Bonds; and (xi) Such additional documents, instruments, agreements, certificates and opinions as Bond Counsel and the Placement Agent may reasonably request to evidence the accuracy of the representations and warranties and compliance with the covenants set forth herein, including the covenants as to the exemption of the offering of the Bonds from registration under the Securities Act of 1933, as amended; and (g) Between the date hereof and the date of Closing, the market price or marketability of the Bonds, at the initial offering prices set forth in the Offering Materials. D. If requested at Closing Preliminary Placement Memorandum, shall not have been materially adversely affected, in the Investor and reasonable judgment of the Placement Agent shall receive (evidenced by a certificate written notice to the Company terminating the obligation of the Company signed Placement Agent to privately place the Bonds), by an executive officer and chief financial officer, dated as reason of any of the applicable Closingfollowing: (i) Legislation enacted by or introduced in the Congress of the United States or reported out of or pending in committee or recommended for passage by the President of the United States, or a decision rendered by a court established under Article III of the Constitution of the United States, or an order, ruling, regulation or official statement (final, temporary or proposed) issued or made or any other release or announcement by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the conditions set forth in subparagraph (C) above have been satisfied and thatgeneral character of the Bonds are not exempt from qualification under, or other requirements of, the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the applicable closinggeneral character of the Bonds, including any or all underlying arrangements as contemplated hereby or by the Preliminary Placement Memorandum, is or would be in violation of the federal securities laws as amended and then in effect and the regulations promulgated thereunder; or (ii) The declaration of war or engagement in major hostilities by the United States or the occurrence of any other local, national or international emergency or calamity relating to the effective operation of the government of or the financial community in the United States, or a default with respect to the debt obligations of, or the institution of proceedings under the federal bankruptcy laws by or against, any state of the United States or agency thereof, the representations and warranties City of New York, New York, or any city in the United States having a population of over 1,000,000, the effect of which on the financial markets of the United States will be such as, in the Placement Agent's judgment, makes it impracticable for the Placement Agent to place the Bonds; or (iii) The declaration of a general banking moratorium by federal New York, New Jersey or Pennsylvania authorities, or the general suspension of trading on any national securities exchange; or (iv) Any amendment to the federal, Pennsylvania or New Jersey Constitutions or action by any federal or state court, legislative body, regulatory body or other authority materially adversely affecting the validity or enforceability of the Resolution, the Bonds, the Indenture, the Reimbursement Agreement, the Letter of Credit or this Bond Placement Agreement, or the ability of the Company set forth herein are true and correct.or the Bank to meet their respective covenants under such agreements; or E. The (v) Any event occurring, or information becoming known which, in the reasonable judgment of the Placement Agent shall have no or the Company makes untrue in any material respect any statement or information contained in the Preliminary Placement Memorandum , or has the effect that the Preliminary Placement Memorandum contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Placement Agent terminates its obligation to insure that (x) place the Bonds for any checkreason permitted by this Bond Placement Agreement. This Bond Placement Agreement will terminate without liability on the part of the Company or the Placement Agent, note, draft or other means of payment except for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject provisions of Sections 6 as to the performance indemnification 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 7.1 All obligations of the Placement Agent hereunder shall be Cignus and the 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 Cignus and 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 Cignus and the Purchaser shall have received on the Closing Date certificates dated as of the Closing Date; , in forms satisfactory to counsel for Cignus and 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 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 Cignus and the Purchaser; (b) the Company shall have caused to be delivered to the Purchaser an opinion of legal counsel acceptable to Cignus and the Purchaser's legal counsel, in form and substance satisfactory to Cignus and 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 India, 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; (v) all necessary governmental and regulatory approvals, including, but not limited to, those approvals required under the Foreign Exchange Management Act 1999 (India), to permit the transfer of the Company’s shares to the Purchaser and the Principal Shares to the Vendor and the issuance of the Cignus Shares and Cignus Warrants to the Vendor; and (vi) 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 India, 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 India or of any other country or state in which the 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 Cignus and the Purchaser, are material in connection with the transaction of purchase and sale contemplated by this Agreement, have been taken or are otherwise favorable 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 Cignus and the Purchaser those financial statements of the officers Company specified in paragraph 6.1 hereof. 7.2 In the event any of the Company made pursuant foregoing conditions contained in paragraph 7.1 hereof are not fulfilled or performed at or before the Closing Date to the provisions hereof; reasonable satisfaction of Cignus and the performance Purchaser, Cignus and the Purchaser may terminate this Agreement by written notice to the Vendor and in such event Cignus and 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 Cignus and the Purchaser without prejudice to its rights of termination in the event of the non-fulfilment of any other conditions. 7.3 All obligations of the Company and the Investor on 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 Cignus and 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 its covenants such date, regardless of the date as of which the information in this Agreement or any such Schedule. (b) Cignus and obligations hereunder and the Purchaser shall have caused to be delivered to the following further conditions: A. Upon the effectiveness Company either a certificate of a registration statement covering the Standby Equity Distribution Agreement, the Investor an officer of Cignus and the Placement Agent shall receive Purchaser or, at the Company’s election, an opinion of Counsel legal counsel acceptable to counsel to the Company, in either case, in form and substance satisfactory to the Company, dated as of the date thereofClosing Date, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel effect that: (i) Cignus and the Placement Agent.Purchaser has been duly incorporated and organized and is validly subsisting under the laws of the State 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 SEC; B. At or prior to (ii) the Closing, the Investor issued and authorized capital of Cignus 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) the Offering Materialsconsummation of the purchase and sale contemplated by this Agreement, or including, but not limited to, will not be in order to evidence the accuracy, completeness or satisfaction 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 Cignus and 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 Cignus and 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 favorable 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 Cignus and the Purchaser from that shown on or reflected in the Cignus Audited Financial Statements. (d) Cignus shall have made the Schedule 14F-1 Information Statement filing as required under paragraph 6.2. (e) The Principal Shareholder shall have delivered to the Company and the Purchaser his resignation as the Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and as a Director of Cignus. 7.4 In the event that any of the conditions contained in paragraph 6.3 hereof shall not be fulfilled or performed by Cignus and the Purchaser at or before the Closing Date to the reasonable satisfaction of the Company from and the latest dates as of which such condition is set forth in Vendor then the Offering Materials; (ii) there Company and the Vendor shall have been no transaction, not in all the ordinary course of business except the transactions pursuant rights and privileges granted 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 Cignus and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officerPurchaser under paragraph 6.2, 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 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. The Closing shall be held at contingent upon the offices following conditions occurring on or before the Closing Date: (a) This Agreement is duly executed by both Seller and Buyer; (b) Approval of the Investor or condition of title by Buyer; (c) The Phase I environmental audit for the Facility, if obtained by Buyer, is acceptable to Buyer in its counsel. The obligations sole discretion, pursuant to Section 15; (d) Seller and Buyer all executing and delivering the closing documents required herein; (e) Delivery of such documentation as may be required to evidence required approval of the Placement Agent shareholders or directors of Seller and Buyer of this transaction; (f) The consummation of financing required of Buyer hereunder shall be subject upon terms and conditions which are satisfactory to Buyer, in its sole and absolute discretion; (g) The approval of the Tennessee State Department of Health (or such other state agency or department), to the continuing accuracy extent required, of the representations transactions herein contemplated; (h) Delivery by Seller and warranties Buyer of the Company all other usual and the Investor herein as of the date hereof customary instruments, certifications and as of the Date of Closing (the "Closing Date") other documents with respect to the Company sale and purchase of the Facility; and (i) Cancellation of the Lease between Seller and Buyer. Any of the Conditions of Closing may be waived in writing if signed by Buyer and Seller. If any condition set forth above is not timely satisfied or waived on or before the Investorlast date for Closing hereunder for a reason other than a default by Buyer in the performance of its obligations under this Agreement, as then Buyer may and shall have the case may beright (i) to terminate this Agreement by giving written notice to Seller on or before the date for Closing hereunder, as if it had been made on or (ii) waive such condition and as proceed to close the purchase of such Closing Date; the accuracy on and as Facility in accordance with the terms of this Agreement, or (iii) elect to extend the Closing Date for up to thirty (30) days to give the parties additional time to satisfy such conditions, failing which Buyer may elect either of the statements of options provided in clauses (i) or (ii), above. In the officers of the Company made pursuant event Buyer elects 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 terminate this Agreement, the Investor Deposit shall be refunded to Buyer immediately upon request therefore, and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion parties 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 relieved of any of the representations, warranties or conditions herein containedfurther obligations hereunder. 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. for the Benefit of MDCI The Closing shall be held at Corporation acknowledges and agrees that MDCI’s obligation to purchase the offices of Debenture from the Investor or its counsel. The obligations of the Placement Agent hereunder shall be Corporation is subject to the continuing accuracy fulfillment of each of the following conditions, which conditions are for the exclusive benefit of MDCI and may be waived, in whole or in part, by MDCI in its sole discretion: (a) the representations and warranties of the Company Corporation set forth in this Agreement which are qualified by references to materiality are true 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 correct as of the Closing Date in all respects (except for representations and warranties to the extent expressly made as of a specified date, the accuracy of which shall be determined as of such specified date) and all other representations and warranties of the statements Corporation set forth in this Agreement were true and correct as of the officers of the Company made pursuant to the provisions hereof; Effective Date and the performance by the Company are true and the Investor on and correct as of the Closing Date of its covenants in all material respects (except for representations and obligations hereunder and warranties to the following further conditions: A. Upon the effectiveness extent expressly made as of a registration statement covering the Standby Equity Distribution Agreementspecified date, the Investor accuracy of which shall be determined as of such specified date); and the Placement Agent shall receive the opinion of Counsel Corporation has delivered a certificate so confirming to the Company, dated as MDCI executed by two senior officers of the date thereof, which opinion shall Corporation addressed to MDCI and dated the Closing Date; (b) the Corporation has fulfilled or complied in all material respects with each of the covenants of the Corporation contained in this Agreement to be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At fulfilled or complied with by it on or prior to the Closing, the Investor and the Placement Agent Corporation has delivered a certificate so confirming to MDCI executed by two senior officers of the Corporation addressed to MDCI and dated the Closing Date; (c) the Corporation shall have been furnished such documentsdelivered or caused to be delivered to MDCI the following in form and substance satisfactory to MDCI, 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.acting reasonably: C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in certified copies of: (i) the condition or prospects or the business activities, financial or otherwise, Constating Documents of the Company from the latest dates as of which such condition is set forth in the Offering MaterialsCorporation and its Material Subsidiaries; (ii) there all resolutions of the respective boards of directors of the Corporation and its Material Subsidiaries, as applicable, approving the entering into of the Transaction Documents and completion of the transactions contemplated by the Transaction Documents; and (iii) a list of the directors and officers authorized to sign agreements together with their specimen signatures; (ii) a certificate of status, compliance, good standing or like certificate with respect to the Corporation and its Material Subsidiaries issued by appropriate government officials of each of their jurisdictions of incorporation and of each jurisdiction in which each of them carries on its business; (iii) a legal opinion dated the Closing Date addressed to MDCI, in form and substance satisfactory to MDCI and its counsel, acting reasonably, from Canadian counsel to the Corporation, with respect to, corporate, enforceability and securities matters relating to the transactions contemplated by this Agreement; (iv) a legal opinion dated the Closing Date addressed to MDCI, in form and substance satisfactory to MDCI and its counsel, acting reasonably, from United States counsel to the Corporation and its United States Material Subsidiaries, with respect to corporate and enforceability matters and title to the Mesquite Mine and the Castle Mountain Mine, including with respect to the ownership of the Subsidiaries of the Corporation that own and operate the Mesquite Mine and the Castle Mountain Mine and their respective gold exploration and exploitation rights; (v) a legal opinion dated the Closing Date addressed to MDCI, in form and substance satisfactory to MDCI and its counsel, acting reasonably, from Brazilian counsel to the Corporation and its Brazilian Material Subsidiaries, with respect to corporate and enforceability matters and title to the Aurizona Mine, including with respect to the ownership of the Subsidiaries of the Corporation that own and operate the Aurizona Mine and their respective gold exploration and exploitation rights; and (vi) the originally executed Debenture; (d) all Security Documents shall have been no transactionduly executed in form and substance satisfactory to MDCI and its counsel, acting reasonably, and delivered to MDCI and all such Security Documents will be in full force and effect and will not in have been modified, and the ordinary course of business except the transactions Corporation shall have delivered to MDCI evidence that all Encumbrances pursuant to the Securities Purchase Security Documents have been duly perfected and registered in all relevant jurisdictions of the Collateral and any other relevant jurisdiction as required by MDCI and its counsel; provided that, with respect to those Security Documents governed by Brazilian law, the registration and perfection of the applicable Security Documents with the DNPM may remain outstanding provided the relevant Security Documents have been filed with the DNPM by the Closing; (e) the Corporation shall have delivered to MDCI a pay-out and release letter and, to the extent available, related discharges executed by Sprott Private Resource Lending (Collector), LP of the Sprott Facilities providing confirmation that, upon payment in full of the outstanding amounts under such facilities, all Encumbrances thereunder will be irrevocably released and discharged; (f) the Investor Rights Agreement shall have been duly executed by the Corporation and delivered to MDCI by the Closing; (g) the Intercreditor Agreements shall have been entered into in each case in a form satisfactory to MDCI, acting reasonably, by the Company on Closing; (h) the date hereof which has not Scotia Facility shall have been disclosed amended and restated, by the Closing, in a form approved in writing by MDCI, acting reasonably, provided that if the provisions of the Scotia Facility so amended and restated materially deviate from those contained in the Offering Materials distribution draft of the indicative term sheet with respect to such facility dated February 25, 2019, MDCI may reasonably withhold such approval; (i) all material Governmental Authorizations and all other material third party consents, waivers, permits, orders and approvals that are necessary, proper or advisable to consummate the Advance and the conversion of the Debenture into Conversion Shares in accordance with the terms of the Debenture, as determined by MDCI, acting reasonably, shall have been obtained or received on terms that are acceptable to MDCI, acting reasonably; (j) DOCS 18632292 (k) from the Effective Date to the Placement Agent in writing; (iii) except as set forth in the Offering MaterialsClosing Date, 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 occurred, and the indebtedness Corporation shall not have incurred or suffered, a Material Adverse Effect; (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (vl) no material amount take-over bid or third-party proposal to effect a transaction resulting in a change of Control or a sale of substantially all of the assets of the Company Corporation (such transaction, an “Other Transaction”) shall have been pledged completed and no take-over bid shall be outstanding and no agreement, commitment or mortgagedunderstanding to effect an Other Transaction shall have been entered into by the Corporation; (m) MDCI shall have received a certificate from Computershare Investor Services Inc. as to (i) its appointment as transfer agent and registrar of the Common Shares, except and (ii) the number of Common Shares issued and outstanding as indicated at a date no more than one Business Day prior to the Closing Date; and (n) no Event of Default (as defined in the Offering Materials; and (v) no action, suit Debenture 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 thatScotia Facility, 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 termsapplicable), or (y) subject to the performance event which, with notice or lapse of the Placement Agent's obligations time or both, would constitute an Event of Default, will have occurred 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 Investorbe continuing.

Conditions of Closing. The Agent’s obligation to complete the Closing pursuant to this Agreement (including the obligation to arrange for the purchase and sale of the FT Units at the Closing Time) shall be held conditional upon the fulfilment at or before the Closing Time of the following conditions: (a) the Agent shall have received at the offices Closing Time a certificate, dated as of the Investor or its counsel. The obligations Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Placement Company, or such other officers of the Company as the Agent hereunder shall be subject may agree, without personal liability, certifying for and on behalf of the Company that: (i) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Company (including the Common Shares) has been issued by any Governmental Entity and is continuing in effect and no proceedings for that purpose have been instituted or are pending or are contemplated or threatened by any Governmental Entity; (ii) to the continuing accuracy knowledge of such officers, after due enquiry, there has been no Material Adverse Effect (actual or proposed, whether financial or otherwise) in the condition (financial or otherwise), properties, assets, liabilities (contingent or otherwise), obligations (whether absolute, accrued, conditional or otherwise), business, affairs, capital, ownership, control, management, operations, results of operations or prospects of the Company and its subsidiaries, on a consolidated basis, since the date hereof; (iii) the Company has duly complied with all the terms, covenants and conditions of this Agreement on its part to be complied with up to the Closing Time; and (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 effect as if made at and as of the Date Closing Time after giving effect to the transactions contemplated by this Agreement, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they were true and correct as of that date; (b) the Agent shall have received at the Closing (Time a certificate, dated as of the "Closing Date") , signed by appropriate officers of the Company addressed to the Agent with respect to the articles and by-laws of the Company, all resolutions of the Company’s board of directors and, as applicable, shareholders relating to the Transaction Documents and the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers of the Company and such other matters as the Agent may reasonably request; (c) the Company shall have made and/or obtained all necessary filings, approvals, permits, consents and authorizations to or the Investorfrom, as the case may be, as if it had the board of directors and shareholders of the Company, the Securities Regulators, the TSXV, and any other applicable person required to be made or obtained by the Company in connection with the transactions contemplated by this Agreement, on terms which are acceptable to the Agent, acting reasonably; (d) the FT Unit Shares and the Warrant Shares shall have been made conditionally approved for listing and posting for trading on and as the TSXV, subject only to satisfaction by the Company of such certain standard post-closing conditions imposed by the TSXV; (e) the Agent shall have received favourable legal opinions addressed to the Agent, dated the Closing Date; , from ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the accuracy Company, and where appropriate local counsel to the Company (it being understood that such counsel may rely to the extent appropriate in the circumstances: as to matters of fact, on and as of the Closing Date of the statements of the officers certificates of the Company made pursuant executed on its behalf by a senior officer of the Company and on certificates of the transfer agent and registrar of the Company; and on certificates of the Company’s Auditors or a public official) with respect to the provisions hereof; following matters: (i) as to the subsistence of the Company under the laws of the Province of Ontario and as to the corporate power and capacity of the Company to enter into and carry out its obligations under the Transaction Documents and to issue and sell the Offered Securities; (ii) as to the authorized and issued capital of the Company; (iii) the Company has all requisite corporate power and capacity under the laws of its jurisdiction of existence to carry on its business as presently carried on and to own, lease and operate its properties and assets; (iv) the execution and delivery of the Transaction Documents, the performance by the Company of its obligations thereunder, the sale and the Investor on and as issuance of the Closing Date Offered Securities, do not and will not conflict with or result in any breach of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness articles or by-laws 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 any resolutions of the date thereofshareholders or directors (including committees of the board of directors) of the Company, which opinion shall be in form and substance reasonably satisfactory to any applicable corporate laws or any Canadian Securities Laws; (v) the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall Transaction Documents have been furnished such documents, certificates duly authorized 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 executed 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 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 MaterialsCompany, 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 constitute valid and legally binding 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 it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity and contribution may be limited by applicable law; (yvi) subject to the performance FT Unit Shares have been duly and validly issued as fully paid and non- assessable Common Shares in the capital of the Placement Agent's obligations Company; (vii) the FT Warrants have been duly and validly created and issued and the accuracy Warrant Shares have been allotted and authorized for issuance and, upon the due exercise of the Placement Agent's representations FT Warrants in accordance with the provisions of the Warrant Certificate, including payment of the exercise price therefor, the Warrant Shares will be validly issued as fully paid and warranties hereunder, non-assessable Common Shares; (1viii) the Offering FT Unit Shares and the Warrant Shares have been conditionally approved for listing and posting for trading on the TSXV, subject only to satisfaction by the Company of certain standard post-closing conditions imposed by the TSXV; (ix) the offering, sale and issuance by the Company of the FT Units, and underlying FT Unit Shares and FT Warrants, in accordance with the terms of this Agreement is exempt from the registration prospectus requirements of the 1933 Act Canadian Securities Laws of the Offering Jurisdictions, and no filing, proceeding, approval, permit, consent or authorization is required to be made, taken or obtained under Canadian Securities Laws other than filing with the applicable provincial securities regulatory authorities within the prescribed time periods, a report in Form 45-106F1, as prescribed by National Instrument 45-106 – Prospectus Exemptions, prepared and executed in accordance with Canadian Securities Laws, together with the requisite filing fees; (x) no prospectus is required nor are any other documents, proceedings or approvals, permits, consents or authorizations of regulatory authorities required to be filed, taken or obtained (other than those which have been filed, taken or obtained) under Canadian Securities Laws to permit the issuance by the Company of the Warrant Shares on due exercise of the FT Warrants in accordance with their terms; (xi) the first trade by a purchaser of the FT Unit Shares, FT Warrants and Warrant Shares will be a distribution subject to the prospectus requirements of Canadian Securities Laws unless: (A) at the time of the trade, the Company is and has been a “reporting issuer”, as defined in Canadian Securities Laws, in a province or territory of Canada for the four months immediately preceding the trade; (B) at the time of the trade, at least four months have elapsed from the date of the issue of the FT Unit Shares, FT Warrants or Warrant Shares; (C) the certificates representing the securities that are the subject of the trade carry a legend in the form as set out in Section 2.5(2)3(i) of National Instrument 45-102 - Resale of Securities (“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 create a demand for the securities that are 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 purchaser is an insider or officer of the Company at the time of the trade, the purchaser has no reasonable grounds to believe that the Company is in default of Canadian Securities Laws; (xii) except as a result of any Follow-On Transaction or any applicable state "Blue Sky" law agreement, arrangement, undertaking or understanding to which the Company is not a party and of which it has no knowledge, upon issuance, the FT Unit Shares and the FT Warrants will be “flow-through shares” as defined in subsection 66(15) of the Tax Act and will not be “prescribed shares” or “prescribed rights” within the meaning of section 6202.1 of the regulations to the Tax Act; (2xiii) as to such other matters that are typically subject to opinions in transactions of this nature as the Agent’s legal counsel may reasonably request prior to the Closing Time; (f) the Investor Agent shall have received a favourable legal opinion addressed to the Agent, dated the Closing Date, from ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, as to: the incorporation or formation and subsistence of the Subsidiary; the corporate power and capacity of the Subsidiary under the laws of its jurisdiction of existence to carry on its business as presently carried on and to own, lease and operate its properties and assets; and the authorized and issued capital of the Subsidiary and the ownership thereof, in a form satisfactory to the Agent and its counsel, acting reasonably; (g) the Agent shall have received a favourable legal opinion addressed to the Agent, dated the Closing Date, in form and substance satisfactory to the Agent’s counsel, acting reasonably, that the ▇▇▇▇▇▇▇▇ Property is an Accredited Investorin good standing at the date hereof, the annual dues having been paid and the statutory work having been duly executed and reported and such other matters as the Agent may reasonably request; (h) the Agent shall have received certificates of status or similar certificates with respect to the jurisdiction in which the Company and the Subsidiary are existing; (i) the Agent shall have received a certificate from the Transfer Agent of the Company as to the issued and outstanding Common Shares as at the close of business on the Business Day prior to the Closing Date; and (j) the Agent shall have received such other documents as the Agent or its counsel may reasonably request prior to the Closing Time.

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 Securities 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 the offices purchase and sale of the Investor or its counsel. The obligations of Purchased Securities and the Placement Agent hereunder shall Closing will be conditional upon and subject to the continuing accuracy following conditions being fulfilled at or prior to the Time of Closing, which conditions the Corporation covenants to exercise its reasonable best efforts to have fulfilled at or prior to the Time of Closing and which conditions in paragraphs (c), (d), (e) and (f) may be waived in writing in whole or in part by the Underwriters: (a) the Corporation will have made or obtained the necessary filings, approvals, consents and acceptances of the appropriate Securities Commissions and the Exchange required to be made or obtained by the Corporation prior to the Time of Closing in order to complete the Offering as herein contemplated, it being understood that the Underwriters shall do all that is required, acting reasonably, to assist the Corporation to fulfill this condition; (b) the directors of the Corporation shall have authorized and approved this agreement, the issuance of the Purchased Securities, and all matters relating thereto, it being hereby represented by the Corporation that such authorization and approval will be obtained prior to the Time of Closing; (c) it shall be the case that, and the Corporation will deliver to the Underwriters a certificate and covenant of the Corporation and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation (or such officers of the Corporation as may be acceptable to the Underwriters) addressed to the Underwriters and dated the Closing Date in form satisfactory to their counsel, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, certifying that: (i) except as otherwise publicly disclosed, the Prospectus is true and correct in all material respects and contain no misrepresentation; (ii) except as otherwise publicly disclosed, no material adverse change in the assets, liabilities, financial position or business of the Corporation has occurred and no transaction out of the ordinary course of business and of a nature material to the Corporation has been entered into or is pending since the date of the Prospectus Supplement; (iii) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Purchased Securities or the trading of any of the Corporation’s issued securities has been issued and, to the best knowledge, information and belief of the persons signing such certificate, no proceedings for such purpose are pending, contemplated or threatened; (iv) the Corporation is a “reporting issuer” not in default of any requirement under Applicable Securities Laws, is eligible in accordance with the provisions of NI 44-101 and NI 44-102 to file a short form base shelf prospectus with the Securities Commissions at the respective times of filing and there is no material change in the affairs of the Corporation which presently requires disclosure under the Securities Act (Ontario), and other securities laws to which the Corporation is subject, which has not been so disclosed and no such disclosure has been made on a confidential basis; (v) it has complied with all covenants, terms and conditions of this agreement on its part to be complied with or satisfied at or prior to the Time of Closing; (vi) each of its representations and warranties of the Company contained herein are true and the Investor herein correct as of the date hereof Time of Closing; and (vii) such other matters of a factual nature as the Underwriters and as of the Underwriters’ counsel may request, acting reasonably. (d) the Corporation will have caused favorable legal opinions to be delivered by its counsel, Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date of Closing (addressed to the "Closing Date") Underwriters and its counsel, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, with respect to the Company or the Investor, those matters identified in Schedule “C” hereto and as to such other matters as the case Underwriters may bereasonably request, as if it had been made on acceptable to the Underwriters’ counsel, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, acting reasonably; (e) the Corporation will deliver to the Underwriters a favourable legal opinion from its in-house or external legal counsel addressed to the Underwriters and as of such Closing Date; the accuracy on their counsel, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, and as of dated the Closing Date in form satisfactory to ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP that each of Liberty Utilities (Canada) Corp., Liberty Utilities Co., Liberty Energy Utilities Co., Liberty Water Co., Liberty Energy (Georgia) Corp., Algonquin Holdco Inc., Algonquin Power Fund (Canada) Inc., Algonquin Power Fund (America) Inc., Algonquin Power Co., Algonquin Power Trust and Algonquin Power Operating Trust (collectively, the statements “Algonquin Entities”), subject to any recording of the officers of the Company made a pledge thereof pursuant to the provisions hereof; and security relating to the performance by senior credit facility of Algonquin Power Co., each of the Company and parties identified in the Investor on and Prospectus as holding title to the Algonquin Securities of the Algonquin Entities at the Time of Closing is, in the case of Algonquin Securities which are shares, shown in the shareholders’ register of such company as the registered holder thereof, and, in the case of the Algonquin Securities which are unitholder interests in a trust, shown in the trusts’ register of such trust as the registered unitholder thereof; (f) the Corporation will deliver to the Underwriters a letter dated 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 InvestorUnderwriters, their counsel acting reasonably, addressed to the Underwriters and the Placement Agent. B. At or directors of the Corporation from each of Ernst & Young LLP and KPMG LLP confirming the continued accuracy of the comfort letter to be delivered to the Underwriters pursuant to Section 3.1(f) with such changes as may be necessary to bring information in such letter forward to a date not more than two (2) business days prior to the ClosingClosing Date, provided such changes are acceptable to the Investor Underwriters, acting reasonably; (g) that the Purchased Securities and the Placement Agent Series E Shares shall have been furnished conditionally approved for listing and posting for trading on the Exchange subject to the satisfaction by the Corporation of the filing and other requirements of such Exchange. 8.2 The Corporation agrees that the aforesaid legal opinions and certificates to be delivered at the Time of Closing will also be addressed to Purchasers. 8.3 In addition to the foregoing, the Corporation shall provide such other documents, certificates and opinions in connection with the filing of the Prospectus, as it the Underwriters 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 containedrequire. 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.