0001062993-16-009390 Sample Contracts

AGENCY AGREEMENT
Agency Agreement • May 4th, 2016 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • British Columbia

The undersigned, Mackie Research Capital Corporation (the “Agent”), understands that Helius Medical Technologies, Inc., a Wyoming corporation (the “Company”) intends to issue and sell a minimum of 8,000,000 units of the Company (the “Base Units”) at a price of $1.00 per Base Unit for aggregate gross proceeds of $8,000,000 (the “Minimum Offering”) and a maximum of 20,000,000 Base Units at a price of $1.00 per Base Unit for aggregate proceeds of $20,000,000 (the “Maximum Offering”). Each Base Unit shall be comprised of one Common Share (as hereinafter defined) (a “Base Unit Share”) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Base Warrant”). Each Base Warrant shall entitle the holder thereof to acquire one Common Share (a “Base Warrant Share”) at an exercise price of $1.50 until 4:00 p.m. (Toronto time) on the date that is 36 months after the Closing Date. Unless otherwise indicated, the Minimum Offering and the Maximum Offering shall be

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Re: Consultant Agreement ("Agreement")
Helius Medical Technologies, Inc. • May 4th, 2016 • Electromedical & electrotherapeutic apparatus • California
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