Common use of Financial Advisory Services Clause in Contracts

Financial Advisory Services. 3.1 Helix hereby engages ACM to find and introduce to Helix potential Investors, not residents of Canada or the United States, in respect of private placements (“Placements”) of Helix treasury shares (“Securities”). ACM will only find and introduce to Helix Investors who fit within the definition of an “accredited investor”, as set out in Schedule “A” attached. 3.2 ACM will provide Helix with the names and contact information of any potential Investors. Helix will then advise ACM whether the potential Investor has already been introduced to Helix, or whether such potential Investor may be an “ACM Contacted Investor” for purposes of this Agreement. 3.3 Should an ACM Contacted Investor successfully complete a Placement with Helix within six months of such investor being disclosed to Helix by ACM, then ACM shall have earned and be entitled to a fee equal to 12.5% of the funds raised. Such fee shall be payable to ACM within 10 business days following the closing of the Placement, and the receipt by Helix of the gross proceeds of the Placement. 3.4 ACM acknowledges that this Agreement and any fee ultimately payable to ACM as a result of a Placement may be subject to approval of such regulatory authorities as may have jurisdiction over Helix and the Placements, including but not limited to The Toronto Stock Exchange (“TSX”), NYSE Amex and the Securities and Exchange Commission of the United States. 3.5 The terms and conditions of the Placements and the acceptance thereof will be in the sole and exclusive discretion of Helix. 3.6 ACM will only contact ACM Contacted Investors for purposes of this Agreement, and will only provide and disclose to ACM Contacted Investors, information which has been approved by Helix and ACM will ensure that any ACM Contacted Investor is provided with any new or updated information provided to ACM by Helix on a timely basis. 3.7 ACM acknowledges that ACM Contacted Investors are only to be Investors who are not residents of Canada or the United States and who are purchasing for their own account and not for the benefit of any resident of Canada or of the United States. Accordingly: (a) ACM will only contact ACM Contacted Investors who it reasonably believes to be resident of a country other than Canada or the United States who are purchasing for their own account; (b) If an ACM Contacted Investor provides a signed subscription agreement to Helix, ACM will, at the request of Helix, provide Helix with its certificate that the subscriber (or the beneficial purchaser, if the subscriber is a bank, trust company, brokerage firm, or other person acting as agent for a beneficial purchaser) is neither directly nor indirectly a resident or citizen of or incorporated in Canada or the United States and is not subscribing on behalf of any resident or citizen or corporation of Canada or of the United States (c) All offers and sales of the Securities prior to the expiration of the Distribution Compliance Period, shall be made: only in accordance with the provisions of Rule 903 of Regulation S; or pursuant to registration of the Securities under the U.S. Securities Act; (d) Any offer or sale of the Securities by ACM, if made prior to the expiration of a Distribution Compliance Period, may not be made to a U.S. person (as that term is defined under Regulation S) or for the account or benefit of a U.S. person (other than a Distributor); and (e) If ACM sells any of the Securities to a dealer (as defined under Section 2(a)(12) of the U.S. Securities Act) or other person receiving a fee in respect of the Securities sold, prior to the end of the Distribution Compliance Period, ACM shall send a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales that apply to ACM. 3.8 ACM agrees that at all times in its dealings with ACM Contacted Investors, and otherwise in connection with Helix, it will not offer any securities or take any other action which would result in either ACM or Helix being required to file or deliver a prospectus or any other form of offering document under any applicable law, and it will comply with all applicable laws and regulatory policies, including without limitation, securities laws and policies and all applicable rules, regulations and policies of the TSX and any other stock exchange on which the shares of Helix are or may hereafter be listed. Without limiting the generality of the foregoing, ACM will not make any written or oral representations to any ACM Contacted Investor: (a) that any person will resell or repurchase the Securities; (b) that any person will refund, or provide a guarantee against loss of, the purchase price or value of the Securities; (c) as to the future price or value of any of the Securities; or (d) that the Securities will be listed and posted for trading on a stock exchange or that application has been or will be made to list and post the Securities for trading on a stock exchange.

Financial Advisory Services. 3.1 Helix hereby engages ACM to find and introduce to Helix potential Investors, not residents of Canada or the United States, in respect of private placements (“Placements”) of Helix treasury shares (“Securities”). ACM will only find and introduce to Helix Investors who fit within the definition of an “accredited investor”, as set out in Schedule “A” attached. 3.2 ACM will provide Helix with the names and contact information of any potential Investors. Helix will then advise ACM whether the potential Investor has already been introduced to Helix, or whether such potential Investor may be an “ACM Contacted Investor” for purposes of this Agreement. 3.3 Should an ACM Contacted Investor successfully complete a Placement with Helix within six months of such investor being disclosed to Helix by ACM, then ACM shall have earned and be entitled to a fee equal to 12.5% of the funds raised. Such fee shall be payable to ACM within 10 business days following the closing of the Placement, and the receipt by Helix of the gross proceeds of the Placement. 3.4 ACM acknowledges that this Agreement and any fee ultimately payable to ACM as a result of a Placement may be subject to approval of such regulatory authorities as may have jurisdiction over Helix and the Placements, including but not limited to The Toronto Stock Exchange (“TSX”), NYSE Amex ) and the Securities and Exchange Commission of the United States. 3.5 The terms and conditions of the Placements and the acceptance thereof will be in the sole and exclusive discretion of Helix. 3.6 ACM will only contact ACM Contacted Investors for purposes of this Agreement, and will only provide and disclose to ACM Contacted Investors, information which has been approved by Helix and ACM will ensure that any ACM Contacted Investor is provided with any new or updated information provided to ACM by Helix on a timely basis. 3.7 ACM acknowledges that ACM Contacted Investors are only to be Investors who are not residents of Canada or the United States and who are purchasing for their own account and not for the benefit of any resident of Canada or of the United States. Accordingly: (a) ACM will only contact ACM Contacted Investors who it reasonably believes to be resident of a country other than Canada or the United States who are purchasing for their own account; (b) If an ACM Contacted Investor provides a signed subscription agreement to Helix, ACM will, at the request of Helix, provide Helix with its certificate that the subscriber (or the beneficial purchaser, if the subscriber is a bank, trust company, brokerage firm, or other person acting as agent for a beneficial purchaser) is neither directly nor indirectly a resident or citizen of or incorporated in Canada or the United States and is not subscribing on behalf of any resident or citizen or corporation of Canada or of the United States (c) All offers and sales of the Securities prior to the expiration of the Distribution Compliance Period, shall be made: only in accordance with the provisions of Rule 903 of Regulation S; or pursuant to registration of the Securities under the U.S. Securities Act; or pursuant to an available exemption from the registration requirements of the U.S. Securities Act; (d) Any offer or sale of the Securities by ACM, if made prior to the expiration of a Distribution Compliance Period, may not be made to a U.S. person (as that term is defined under Regulation S) or for the account or benefit of a U.S. person (other than a Distributor); and (e) If ACM sells any of the Securities to a dealer (as defined under Section 2(a)(12) of the U.S. Securities Act) or other person receiving a fee in respect of the Securities sold, prior to the end of the Distribution Compliance Period, ACM shall send a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales that apply to ACM. 3.8 ACM agrees that at all times in its dealings with ACM Contacted Investors, and otherwise in connection with Helix, it will not offer any securities or take any other action which would result in either ACM or Helix being required to file or deliver a prospectus or any other form of offering document under any applicable law, and it will comply with all applicable laws and regulatory policies, including without limitation, securities laws and policies and all applicable rules, regulations and policies of the TSX and any other stock exchange on which the shares of Helix are or may hereafter be listed. Without limiting the generality of the foregoing, ACM will not make any written or oral representations to any ACM Contacted Investor: (a) that any person will resell or repurchase the Securities; (b) that any person will refund, or provide a guarantee against loss of, the purchase price or value of the Securities; (c) as to the future price or value of any of the Securities; or (d) that the Securities will be listed and posted for trading on a stock exchange or that application has been or will be made to list and post the Securities for trading on a stock exchange, other than the TSX.