Common use of Representations and Warranties of the Corporation Clause in Contracts

Representations and Warranties of the Corporation. The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. The By executing this Subscription Agreement, the Corporation represents and warrants to and covenants with the Subscriber as follows, and acknowledges that the Subscriber (i) on its own behalf and, if applicable, on behalf of others for whom it is a corporation duly incorporated acting hereunder) is relying thereon, both at the date hereof and is existing in good standing under at the laws of Closing Time: (a) the State of DelawareCorporation has the full corporate right, (ii) it has all requisite corporate power and authority to enter into execute and perform deliver this Subscription Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with Subscription Receipts to the terms hereof, Subscriber; (iiib) the execution and delivery of this Agreement upon acceptance by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, this Subscription Agreement shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes constitute a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by terms subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar reorganization and other laws relating of general application limiting the enforcement of creditors' rights generally and to or limiting creditors’ rights generallythe general principles of equity including the fact that specific performance is available only in the discretion of the court; (c) the execution and delivery of, and (v) the execution, delivery and performance of the terms of, this Subscription Agreement by the Corporation and Corporation, including the consummation by the Corporation issuance of the transactions contemplated hereby Subscription Receipts and, if applicable, the Common Shares, Warrants and, in the event the Warrants are exercised, the Warrant Shares, does not and will not (A) result in constitute a violation breach of or default under the Certificate of Incorporation constating documents of the Corporation or the Bylaws of any law, regulation, order or ruling applicable to the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, contract or indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation party or by which any property or asset it is bound; and (d) upon issuance the Subscription Receipts will be validly issued by the Corporation as fully paid securities of the Corporation is bound or affectedCorporation, except with respect to clauses (B) or (C) for any conflictsand, defaultsif applicable, accelerations, terminations, cancellations or violations, that would not reasonably upon issuance the Common Shares underlying the Subscription Receipts will be expected to have a material adverse effect on validly issued by the Corporation or its businessas fully paid and non-assessable shares in the capital of the Corporation, financial condition or results of operationsand the Warrants will be validly issued by the Corporation.

Representations and Warranties of the Corporation. The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing and in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions determined by the Board to be reasonably necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, an Exchange shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” regulations of any United States jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”)) to the extent permitted by applicable law, (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate certificate of Incorporation incorporation of the Corporation or the Bylaws bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) based on the representations to be made by each Company Unitholder pursuant to the written election in the form of Exhibit A attached hereto in connection with Exchanges made pursuant to the terms of the Agreement, result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses clause (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, violations that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. The By executing this Subscription Agreement, the Corporation represents and warrants to and covenants with the Subscriber as follows, and acknowledges that the Subscriber (i) on its own behalf and, if applicable, on behalf of others for whom it is a corporation duly incorporated acting hereunder) is relying thereon, both at the date hereof and is existing in good standing under at the laws of Closing Time: (a) the State of DelawareCorporation has the full corporate right, (ii) it has all requisite corporate power and authority to enter into execute and perform deliver this Subscription Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with Subscription Receipts to the terms hereof, Subscriber; (iiib) the execution and delivery of this Agreement upon acceptance by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, this Subscription Agreement shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes constitute a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by terms subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar reorganization and other laws relating of general application limiting the enforcement of creditors' rights generally and to or limiting creditors’ rights generallythe general principles of equity including the fact that specific performance is available only in the discretion of the court; (c) the execution and delivery of, and (v) the execution, delivery and performance of the terms of, this Subscription Agreement by the Corporation and Corporation, including the consummation by the Corporation issuance of the transactions contemplated hereby Subscription Receipts and, if applicable, the Common Shares, does not and will not (A) result in constitute a violation breach of or default under the Certificate of Incorporation constating documents of the Corporation or the Bylaws of any law, regulation, order or ruling applicable to the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, contract or indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation party or by which any property or asset it is bound; (d) upon issuance the Subscription Receipts will be validly issued by the Corporation as fully paid securities of the Corporation is bound or affectedCorporation, except with respect to clauses (B) or (C) for any conflictsand, defaultsif applicable, accelerations, terminations, cancellations or violations, that would not reasonably upon issuance the Common Shares underlying the Subscription Receipts will be expected to have a material adverse effect on validly issued by the Corporation or its businessas fully paid and non-assessable shares in the capital of the Corporation; and (e) as of October 31, financial condition or results of operations2020, the Corporation had 45,879,655 Common Shares issued and outstanding.

Representations and Warranties of the Corporation. The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing and in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue deliver the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of each of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” regulations of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate certificate of Incorporation incorporation of the Corporation or the Bylaws bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) based on the representations to be made by each Member pursuant to the written election in the form of Exhibit A attached hereto in connection with Exchanges made pursuant to the terms of the Agreement, result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses clause (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, violations that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing and in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue deliver the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of each of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” regulations of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate certificate of Incorporation incorporation of the Corporation or the Bylaws bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) based on the representations to be made by the Member pursuant to the written election in the form of Exhibit B attached hereto in connection with Exchanges made pursuant to the terms of the Agreement, result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses clause (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, violations that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including including, without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including including, but not limited to to, all actions necessary to ensure that the acquisition of shares Class A of Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the CorporationBoard’s Board of Directors’ power and authority and and, to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of “anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not not: (A) result in a violation of the Amended and Restated Certificate of Incorporation of the Corporation or the Amended and Restated Bylaws of the Corporation Corporation, in each case as the same may be amended after the date of this Agreement; or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture indenture, or instrument to which the Corporation is a party, ; or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing and in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue deliver the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of each of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” regulations of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate certificate of Incorporation incorporation of the Corporation or the Bylaws bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) based on the representations to be made by the applicable Holder pursuant to the written election in the form of Exhibit B attached hereto in connection with Exchanges made pursuant to the terms of this Agreement, result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses clause (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, violations that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants that (i) it to Subscriber as follows: a. The Corporation is a corporation duly incorporated organized, validly existing and is existing in good standing under the laws of the State of Delaware, (ii) it . b. The Corporation has all requisite corporate power and authority to enter into execute and perform deliver this Agreement Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) hereby. The Corporation has obtained all necessary corporate approvals for the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporation and the consummation (assuming due execution and delivery by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common StockSubscriber) have been duly authorized by all necessary corporate action on the part of constitutes the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a 's legal, valid and binding obligation of the Corporation obligation, enforceable against the Corporation in accordance with its terms. c. The Shares have been duly authorized and will be validly issued, fully paid and non-assessable, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind ("Encumbrances") , except as enforcement may be limited by equitable principles or by bankruptcyfor Encumbrances arising under that certain Stockholders Agreement between the Corporation, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generallythe Subscriber, and M▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ dated June 15, 2024 (vthe “Stockholders Agreements”) or Encumbrances arising under applicable state and federal securities laws. Upon consummation of the transactions contemplated by this Agreement, Subscriber shall own the Shares, free and clear of all Encumbrances, except for Encumbrances arising under the Stockholders Agreement or Encumbrances arising under applicable state and federal securities laws. d. The execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will this Agreement does not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, violate or constitute a default (or an event which with notice or lapse of time or both would become a default) underresult in the breach of, or give to others create any rights of termination, amendment, acceleration or cancellation ofEncumbrance on the Shares pursuant to, any agreement, indenture instrument, order, judgment, decree, law or instrument governmental regulation to which the Corporation is a partyparty or is subject or by which the Shares are bound. e. No governmental, administrative or (C) result in a violation of any law, rule, regulation, order, judgment other third-party consents or decree applicable approvals are required by or with respect to the Corporation in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. f. There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of the Corporation, threatened against or by which the Corporation that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. g. No broker, finder or investment banker is entitled to any property brokerage, finder's or asset other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operationsCorporation.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Subscriber (and acknowledges that the Subscriber is relying thereon) that: (ia) it is a corporation duly incorporated and is existing in good standing under the laws of Corporation has the State of Delawarefull corporate right, (ii) it has all requisite corporate power and authority to enter into execute and perform deliver this Subscription Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock Flow-Through Shares to the Subscriber and to incur and renounce to the Subscriber Qualifying Expenditures in accordance an amount equal to the Commitment Amount; (b) the Corporation is duly incorporated and validly subsisting, and is qualified to carry on business in each jurisdiction in respect of which the carrying out of the activities contemplated hereby make such qualification necessary; (c) the Corporation has complied or will comply with all applicable corporate and securities laws in connection with the terms hereof, (iii) the execution offer and delivery of this Agreement by the Corporation and the consummation by it sale of the transactions contemplated hereby Flow-Through Shares; (including without limitation, the issuance of the Class A Common Stockd) have been duly authorized upon acceptance by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, this Subscription Agreement shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes constitute a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by terms subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar reorganization and other laws relating of general application limiting the enforcement of creditors' rights generally and to or limiting creditors’ rights generally, and the general principles of equity including the fact that specific performance is available only in the discretion of the court; (ve) the execution, delivery and performance of this Subscription Agreement by the Corporation and the consummation by the Corporation issue of the transactions contemplated hereby Flow-Through Shares and the incurring of the Qualifying Expenditures and the renunciation of Qualifying Expenditures to the Subscriber pursuant hereto does not and will not (A) result in constitute a violation breach of or default under the constating documents of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict withCorporation, or constitute a default (any law, regulation, order or an event which with notice or lapse of time or both would become a default) underruling applicable to the Corporation, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument agreement to which the Corporation is a partyparty or by which it is bound; (f) the Corporation is, and at all material times will be, a "principal-business corporation"; (g) upon issuance pursuant to the provisions hereof, the Flow-Through Shares will be "flow-through shares" as defined in subsection 66(15) of the Act and the Flow-Through Shares will not be "prescribed shares" for the purpose of section 6202.1 of the Regulations to the Act, assuming that there are no agreements, arrangements, obligations or undertakings as contemplated by such provisions in respect of the Flow-Through Shares, other than any agreements, arrangements, obligations or undertakings to, or (C) result in a violation respect of any lawwhich, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset a specified person in respect of the Corporation is bound a party or affectedhas knowledge; and (h) other than subscription agreements entered into with subscribers for Flow-Through Shares (as defined in subsection 66(15) of the Act) of the Corporation on the date hereof, except with respect the Corporation is not a party to clauses any agreements for the issuance of "flow-through shares" (Bas defined in subsection 66(15) of the Act) pursuant to which (i) the required expenditures have not been incurred; or (Cii) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would the required amounts have not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operationsbeen renounced.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Agent and acknowledges that (i) it the Agent is a corporation relying thereon, that: 9.1 The Corporation has been duly incorporated and organized and is existing valid and subsisting and in good standing under the laws of the State its jurisdiction of Delaware, (ii) it incorporation and has all the requisite corporate power and authority capacity to enter carry on its business as now conducted. 9.2 The Corporation does not own or have any interest in any asset or property of any kind whatsoever, other than cash or deposits with financial institutions, and, without limiting the generality of the foregoing, the Corporation has not entered into an Agreement in Principle (as that term is defined in the CPC Policy). 9.3 The Corporation has undertaken no business since the date of its incorporation, except as permitted by the CPC Policy. 9.4 The authorized capital of the Corporation consists of the share capital as disclosed in the Prospectus, and perform this Agreement such number of Common Shares is issued and to consummate outstanding as is disclosed in the transactions contemplated hereby Prospectus, and to issue all of the Class A issued and outstanding Common Stock Shares have been duly issued and are fully paid and non-assessable. No person, firm or corporation has any agreement, option, or right or privilege, whether pre-emptive or contractual, capable of becoming an agreement, including convertible securities, for the purchase, subscription or issuance of any unissued Common Shares or other securities of the Corporation except as disclosed in the Prospectus. 9.5 The financial statements of the Corporation contained in the Prospectus, including the notes thereto, fairly present the financial position and condition of the Corporation, as at the date thereof, reflect all liabilities (absolute, accrued, contingent or otherwise) of the Corporation as at the date thereof, and have been prepared in accordance with generally accepted accounting principles applied on a con­sistent basis, and there has not been any material change in such position from the terms hereofdate of such financial statements. 9.6 The information and statements contained in the Prospectus (except any such information and statements relating solely to the Agent) constitute full, true and plain disclosure of all material facts relating to the Corporation and the Prospectus fully complies with Securities Legislation and the CPC Policy. 9.7 The Prospectus does not contain a Misrepresentation (iiiexcept a Misrepresentation which is based upon information relating solely to the Agent and furnished to the Corporation by the Agent expressly for inclusion in the Preliminary Prospectus and Prospectus). 9.8 Except as disclosed in the Prospectus, there is no action, proceeding or investigation (whether or not purportedly on behalf of the Corporation) pending or, to the knowledge of the Corporation and its directors or officers, threatened against or affecting the Corporation, at law or in equity or before or by any court or federal, provincial, municipal or other govern­ment department, commission, board or agency, domestic or foreign, which in any way materially adversely affects the Corporation, or the condition (financial or other) of the Corporation or which questions the validity of the issuance, as fully paid and non-assessable, of the Offered Shares or any action taken or to be taken by the Corporation pursuant to or in connection with this Agreement. 9.9 The Corporation is not in default or breach of, and the execution and delivery of this Agreement, and all other material contracts (as listed in the Prospectus under the heading "Material Contracts" thereof), the performance and compliance with the terms of this Agreement and all other material contracts, and the sale of the Offered Shares by the Corporation will not result in any breach of, or be in conflict with or constitute a default under, or create a state of facts which after notice or lapse of time, or both, would constitute a default under any term or provision of the Articles of Incorporation, by-laws or resolutions of the Corporation, or any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party, any judgment, decree, order, statute, rule or regulation applicable to the Corporation and any term or provision or condition (financial or otherwise) applicable to the consummation by it Corporation or its properties or assets. 9.10 There is no person, firm or corporation acting or purporting to act for the Corporation entitled to any brokerage or finder's fee in connection with this Agreement or any of the transactions contemplated hereby (including without limitationhereunder, except as provided herein and as referred to in the issuance Prospectus. 9.11 To the knowledge of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part management of the Corporation, including but not limited to all actions necessary to ensure that none of the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent directors or senior officers of the Corporation’s Board , any holder of Directors’ power and authority and more than ten (10%) percent of its outstanding Common Shares, any promoters of the Corporation, or any associate or affiliate of any of the foregoing persons or companies as such terms are defined in the Securities Legislation has had any material interest, direct or indirect, in any material transaction within the three (3) years prior to the extent permitted date of the Preliminary Prospectus, has any material interest, direct or indirect, in any material transaction which, as the case may be, materially affects, is material to or will materially affect the Corporation, except as stated in the Prospectus, in which are fully set forth all relevant particulars required by lawthe Securities Legislation. 9.12 This Agreement has been duly authorized, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form executed and delivered on behalf of anti-takeover laws the Corporation and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes is a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating . 9.13 Upon issuance of the Offered Shares pursuant to or limiting creditors’ rights generally, and (v) the execution, delivery and performance terms of this Agreement by Agreement, the Offered Shares shall have been duly allotted and will be outstanding as fully paid and non-assessable Common Shares. 9.14 The Trustee, at its principal office in the City of Calgary, has been appointed transfer agent and registrar for the Common Shares of the Corporation and the consummation escrow agent and custodian as provided by the terms and conditions hereof. 9.15 The Corporation has not, directly or indirectly, declared or paid any dividends or declared or made any other distribution on any of its Common Shares or any other shares of any class since incorporation. 9.16 Application has been made to list the Offered Shares of the Corporation and the Common Shares issuable upon exercise of the Agent's Option on the Exchange and conditional approval of such application has been obtained from the Exchange. 9.17 The net proceeds received by the Corporation from the sale of the transactions contemplated hereby Offered Shares will be applied for the specific purposes more particularly set forth under "Use of Proceeds" in the Prospectus. 9.18 The Corporation has not (A) result made any payments which are prohibited by the CPC Policy. 9.19 All statements, facts, data, information and materials provided from time to time by the Corporation in a violation of writing to the Certificate of Incorporation Agent relating to the Corporation, the directors and officers of the Corporation or or, if applicable, the Bylaws of Corporation’s specified proposed Qualifying Transaction (as that term is defined in the Corporation or (BCPC Policy) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable are true and correct and all material facts relating to the Corporation or by which any property or asset of subject matter have been fully disclosed to the Corporation is bound or affectedAgent and such statements, except with respect to clauses (B) or (C) for any conflictsfacts, defaultsdata, accelerations, terminations, cancellations or violations, that would information and materials did not reasonably be expected to have and do not contain a material adverse effect on the Corporation or its business, financial condition or results of operationsMisrepresentation.

Representations and Warranties of the Corporation. The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board board of Directorsdirectors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate certificate of Incorporation incorporation of the Corporation or the Bylaws bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing and in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” regulations of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate certificate of Incorporation incorporation of the Corporation or the Bylaws bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) based on the representations to be made by each Company Unitholder pursuant to the written election in the form of Exhibit A attached hereto in connection with Exchanges made pursuant to the terms of the Agreement, result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses clause (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, violations that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing and in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue deliver the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of each of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” regulations of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate certificate of Incorporation incorporation of the Corporation or the Bylaws bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) based on the representations to be made by the Member pursuant to the written election in the form of Exhibit B attached hereto in connection with Exchanges made pursuant to the terms of this Agreement, result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses clause (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, violations that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants that to CN as of the date hereof and, unless otherwise provided, as of the Closing Date as follows: (ia) it The Corporation is a corporation corporation, duly incorporated organized, validly existing and is existing in good standing under the laws of the State of DelawareCANADA BUSINESS CORPORATIONS ACT, (ii) it and has all requisite corporate power and authority to enter into and perform this Agreement and to consummate carry out the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, by this agreement. (iiib) the The execution and delivery of this Agreement by the Corporation of this agreement, the Joinder Agreement and the consummation by it of the transactions contemplated hereby Registration Rights Agreement (including without limitationcollectively, the issuance "TRANSACTION DOCUMENTS") and the performance by the Corporation of the Class A Common Stock) have its obligations hereunder and thereunder has been duly authorized by all necessary requisite corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement . Each Transaction Document constitutes a legal, valid and binding obligation agreement of the Corporation Corporation, enforceable against the Corporation in accordance with its terms, terms except as enforcement to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and whether enforced in a court of law or at equity. (vc) the The execution, delivery and performance of this Agreement by the Corporation of the Transaction Documents and the consummation by the Corporation of the transactions contemplated hereby thereby will not (Aa) violate any provision of law, statute, rule or regulation, or any ruling, writ, injunction, order, judgment or decree of any court, administrative agency or other governmental body applicable to it, or any of its properties or assets; (b) conflict with or result in a violation any breach of any of the Certificate of Incorporation of the Corporation terms, conditions or the Bylaws of the Corporation or (B) conflict withprovisions of, or constitute (with due notice or lapse of time, or both) a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to others any rights right of termination, amendment, acceleration cancellation or cancellation of, acceleration) under any agreement, indenture or instrument contract to which the Corporation is a partyparty that would materially adversely affect the Corporation's ability to consummate the transactions contemplated by any Transaction Document or perform its obligations under any Transaction Document; or (c) violate its organizational documents. (d) The authorized and issued share capital ("SHARES") of the Corporation, as of March 6, 2000 (for clarity, prior to the issuance of the CN Shares and prior to the issuance of Shares under the Preferred Share Purchase Agreement in respect thereof), consists of: Class or Series Number Number OF SHARES AUTHORIZED ISSUED PREFERRED SHARES Unlimited Series A Non-Voting Preferred Shares 100,000,000,000 75,475,656 Series B Subordinate Voting Preferred Shares 100,000,000,000 Nil Series C Redeemable Preferred Shares 45,000,000,000 Nil (collectively, the "PREFERRED SHARES") COMMON SHARES Class A Non-Voting Shares Unlimited 176,713,200 Class B Subordinate Voting Shares Unlimited 41,314,800 Class C Multiple Voting Shares Unlimited 40,920,000 (collectively, together with any common shares of the Corporation of any other class or series, hereinafter authorized (the "COMMON SHARES") Schedule 2(d) sets forth the number of Common Shares and Common Share Equivalents issued and outstanding as of the dates specified therein. On the date hereof, the issued Preferred Shares are convertible into 75,475,656 Common Shares and, as of January 28, 2000, all of the Common Share Equivalents (other than the Preferred Shares) issued and outstanding are convertible into 23,181,347 Common Shares. (e) The authorization, issuance, sale and delivery of the Class A Non-Voting Shares to CN pursuant to this agreement have been duly authorized by all requisite corporate action on the part of the Corporation, and when issued, sold and delivered in accordance with this agreement, will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof and not subject to preemptive or similar rights of the shareholders of the Corporation or others, except as set out in the Shareholders Agreement and the Transaction Documents. The terms, designations, powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions, of any series of Common Shares, or any series of Preferred Shares of the Corporation, are as stated in the Articles. (Cf) result Assuming the accuracy of the representations and warranties contained in a violation Section 3 hereof, the offer, sale and/or the issuance and delivery of the CN Shares as contemplated herein is exempt from the prospectus and registration requirements under applicable securities laws. (g) No permit, authorization, consent or approval of or by, or any notification of or filing with, any government, regulatory authority, governmental department, agency, commission, board, tribunal, crown corporation, or court or other law, rule or regulating-making entity having or purporting to have jurisdiction on behalf of any lawnation, ruleor province or state or other subdivision thereof or any municipality, regulationdistrict or other subdivision thereof; (a "GOVERNMENTAL AUTHORITY") or any individual, ordersole proprietorship, judgment general, limited or decree any other partnership, limited liability company, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, or other entity, and a natural person in such person's capacity as trustee, executor, administrator or other legal representative (collectively, with Governmental Authority, a "PERSON") is required in connection with the execution, delivery and performance by the Corporation of any Transaction Document, the consummation by the Corporation of the transactions contemplated hereby or thereby, or the issuance, sale or delivery of the CN Shares (other than such notifications or filings required under applicable provincial securities laws, if any, which shall be made by the Corporation on a timely basis and other than provided for in any Transaction Document). (h) The CN Shares constitute 2% of the aggregate of (i) the total issued and outstanding Common Shares and Preferred Shares as of December 16, 1999, (ii) the Common Share Equivalents issued and outstanding as at December 16, 1999 in respect of employee, executive and inactive plans, (iii) 6,000,000 Class A Non-Voting Shares (being the number of shares that the parties have assumed, for the purpose of this representation, have been issued on the ▇▇▇▇▇▇▇ Roll-up Transaction); (iv) 1,605,131 Preferred Shares (being the number of Shares to be issued in respect of (iii) under the Preferred Share Purchase Agreement based on the above assumption); (v) 31,000,000 Class A Non-Voting Shares (being the number of such Shares issued on the ▇▇▇▇▇▇ Purchase); (vi) 4,541,192 Preferred Shares (being the number of such Shares issued in respect of (v) under the Preferred Share Purchase Agreement); (vii) 7,460,433 Class A Non-Voting Shares (being the CN Shares) and (viii) 1,995,823 Preferred Shares (being the number of Preferred Shares to be issued in respect of (vii) under the Preferred Share Purchase Agreement. The Class A Non-Voting Shares are the class of shares of the Corporation that are intended to be registered upon completion of an IPO. (i) The Corporation acknowledges and agrees that the foregoing representations, warranties and covenants set out herein are made by the Corporation with the intent that they be relied upon by CN in determining its willingness to effect the Exchange. The Corporation further agrees that by accepting the CN WFI-CN Shares and CN's payment of $20 million, the Corporation shall be representing and warranting that the foregoing representations and warranties are true as at the Closing Date with the same force and effect as if they had been made by the Corporation at the Closing Date. The Corporation undertakes to notify CN in writing of any change in any representation, warranty or other information relating to the Corporation or by set forth herein which any property or asset of takes place prior to the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operationsClosing Date.

Representations and Warranties of the Corporation. The (1) Each delivery of the Preliminary Prospectus, the Prospectus, and any Supplementary Material pursuant to Section 4 or Section 6(3) above shall constitute a representation and warranty to the Underwriters by the Corporation (and the Corporation hereby acknowledges that each of the Underwriters is relying on such representations and warranties in entering into this Agreement) that: (a) all of the information and statements (except information and statements furnished in writing by and relating solely to the Underwriters) contained in the Preliminary Prospectus, the Prospectus, or any Supplementary Material, as applicable, including, without limitation, the documents incorporated by reference therein, as the case may be: (i) are at the respective dates of such documents, true and correct in all material respects; (ii) contain no misrepresentation; and (iii) constitute full, true and plain disclosure of all material facts relating to the Corporation and the Offered Units and the Underlying Offered Securities; (b) the Preliminary Prospectus, the Prospectus, or any Supplementary Material, as applicable, including, without limitation, the documents incorporated by reference, as the case may be, comply in all material respects with the Applicable Securities Laws, including without limitation NI 44-101; and (c) there has been no intervening material change (actual, proposed or prospective, whether financial or otherwise), from the date of the Preliminary Prospectus, the Prospectus, and any Supplementary Material to the time of delivery thereof, in the business, operations, revenues, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of operations of the Corporation. (2) In addition to the representations and warranties contained in Section 7(1) hereof, the Corporation represents and warrants to, and covenants with, the Underwriters, and acknowledges that each of the Underwriters is relying upon such representations, warranties and covenants in entering into this Agreement, that: (ia) it is a corporation the Corporation and each of the Subsidiary have been duly incorporated and is existing in good standing organized and are validly subsisting under the laws of the State jurisdiction of Delaware, (ii) it has their incorporation and have all requisite corporate capacity, authority and power to carry on their business, as now conducted and as presently proposed to be conducted by them, and to own, lease and operate their properties and assets; (b) the Corporation and the Subsidiary are duly registered to do business and are in good standing in each jurisdiction in which the character of its properties, owned or leased, or the nature of its activities make such registration necessary, except where the failure to be so registered or in good standing would not result in a material adverse effect; (c) the Corporation’s sole subsidiary Subsidiary is Scythian Biosciences Inc. The Corporation is not “affiliated” with or a “holding corporation” of any other body corporate (each within the meaning of the OBCA), and is not a partner of any partnerships or limited partnerships; (d) the Corporation has full corporate capacity, power and authority to enter into this Agreement, the Private Placement Subscription Agreement, the Warrant Indenture and the Compensation Options, to perform its obligations set out herein and therein, and this Agreement has been and to consummate the transactions contemplated hereby Private Placement Subscription Agreement, Warrant Indenture and to issue the Class A Common Stock in accordance with Compensation Options, will, on the terms hereofClosing Date and, (iii) the execution if applicable, any Additional Closing Date, be duly authorized, executed and delivery of this Agreement delivered by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitationPrivate Placement Subscription Agreement, the issuance of Warrant Indenture and the Class A Common Stock) have been duly authorized by all necessary corporate action Compensation Options will, on the part of the CorporationClosing Date and, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated herebyif applicable, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by lawany Additional Closing Date, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation obligations of the Corporation enforceable against the Corporation in accordance with its their respective terms, except as enforcement subject to the general qualifications that: (i) enforceability may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, reorganization or similar other laws relating to or limiting affecting creditors’ rights generally; (ii) equitable remedies, including the remedies of specific performance and injunctive relief, are available only in the discretion of the applicable court; (iii) the courts in Canada having jurisdiction may have equitable or statutory powers to stay proceedings before them and the execution of judgments; (iv) rights to indemnity and contribution hereunder may be limited under applicable law; (v) the executionapplicable laws regarding limitations of actions; (vi) the 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 would be determined only in the discretion of the court; (vii) the enforceability of the provisions exculpating a party from liability or duty otherwise owed by it to another and certain remedial terms and waivers of equitable defences provided for in such agreement or other document may be limited under applicable law; (viii) the requirement of a court that the discretionary powers expressed to be conferred on any party to such agreement, indenture or other document be exercised reasonably and in good faith notwithstanding any provisions to the contrary and the possibility that such court may decline to accept as conclusive factual or legal determinations described as conclusive therein; and (ix) the fact that costs of and incidental to all proceedings authorized to be taken in court are in the discretion of the court and that the court has full power to determine by whom and to what extent such costs shall be paid; (e) the Corporation has full corporate power and authority to issue the Offered Units, the Private Placement Units, the Underlying Securities, the Compensation Options and the Compensation Option Underlying Securities, and to grant the Underwriters’ Option and the Underwriters’ Private Placement Option and, upon receipt of full payment therefor, at the Closing Time or, if applicable, any Additional Closing Time, the Underlying Securities, the Compensation Options and the Compensation Option Underlying Securities will be duly and validly authorized, allotted and reserved for issuance and, at the time of their issuance, the Common Shares underlying the Offered Units and Private Placement Units will have been duly and validly issued as fully paid and non-assessable Common Shares, the Warrants will have been duly and validly issued and, upon due exercise of the Warrants, in accordance with the terms of the Warrant Indenture, the Warrant Shares will be duly and validly issued as fully paid and non- assessable Warrant Shares, the Compensation Options will have been duly and validly issued and, upon due exercise of the Compensation Options, in accordance with the terms of thereof, the Compensation Option Underlying Shares will be duly and validly issued as fully paid and non-assessable Compensation Option Underlying Shares, the Compensation Option Underlying Warrants will be duly and validly issued as fully paid and non- assessable Compensation Option Underlying Warrants and the Compensation Option Underlying Warrant Shares will be duly and validly issued as fully paid and non-assessable Compensation Option Underlying Warrant Shares; (f) the Corporation has the necessary power and authority to sign, deliver and file the Prospectuses and all Supplementary Materials and all necessary action has been taken, or will be taken prior to filing thereof, by the Corporation to authorize the signing, delivery and performance filing thereof; (g) each of this Agreement by the Corporation and the consummation by Subsidiary has conducted and is conducting and will conduct its businesses in compliance in all material respects with all applicable laws, rules and regulations and, in particular, all applicable controlled substance laws, regulations or by-laws or other lawful requirements of any governmental or regulatory bodies applicable to it of each jurisdiction in which it carries on business and holds all licences, permits, registrations and qualifications in all jurisdictions in which it carries on business which are necessary or desirable to carry on the business of the Corporation of and the transactions Subsidiary as now conducted and as contemplated hereby will not to be conducted in the Prospectuses (A) except where the failure to so conduct its business or to hold such licences, permits, registrations or qualifications would not, individually or in the aggregate, result in a violation of the Certificate of Incorporation material adverse effect) of the Corporation or the Bylaws Corporation’s properties or assets), all such licences, permits, registrations or qualifications are valid and existing and in good standing (except where the lack of such valid or existing license would not have any material adverse effect on the business of the Corporation) and none of such licences, permits, registrations or qualifications contains any burdensome term, provision, condition or limitation which has or is likely to have any material adverse effect on the business of the Corporation or the Subsidiary as now conducted or as proposed to be conducted; (Bh) conflict withto the knowledge of the Corporation, there is no legislation, or proposed legislation to be published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation or the Subsidiary; (i) the Corporation is not in default or breach of, and the execution and delivery of, and the performance of and compliance with the terms of, this Agreement, the Private Placement Subscription Agreement, the Warrant Indenture or the Compensation Options and the performance of any of the transactions or issuance of any securities contemplated hereby and thereby by the Corporation, do not and will not result in any breach of, or constitute a default (or an event which with under, and do not and will not create a state of facts which, after notice or lapse of time or both would become both, will result in a default) breach of or constitute a default under, any applicable laws or give to others any rights term or provision of terminationthe articles, amendmentby laws or resolutions of the directors or shareholders of the Corporation or any note, acceleration indenture, contract, agreement (written or cancellation oforal), any agreementinstrument, indenture lease or instrument other document to which the Corporation is a partyparty or by which it is bound, or (C) any judgment, decree, order, statute, rule or regulation applicable to the Corporation, which default or breach might reasonably be expected to result in a violation material adverse effect; (j) there has not been any material change in the assets, liabilities or obligations (absolute, contingent or otherwise) of the Corporation from the position set forth in the Scythian Financial Statements and there has not been any material adverse change in the business, operations, capital or condition (financial or otherwise) or results of the operations of the Corporation since the date of the Scythian Financial Statements other than as described in the Prospectus and, since that date, there have been no material facts, transactions, events or occurrences which could materially adversely affect the capital, assets, liabilities (absolute, accrued, contingent or otherwise), business, operations or condition (financial or otherwise) or results of the operations of the Corporation other than as described in the Prospectus, which have not been disclosed in the manner required pursuant to Applicable Securities Laws; (k) the minute books of the Corporation and the Subsidiary are, in all material respects, true and correct and contain copies of all minutes of all meetings and all resolutions of the directors, committees of directors and shareholders of the Corporation and the Subsidiary, as applicable, and all such meetings were duly called and properly held and all resolutions were properly adopted; (l) the books of account and other records of the Corporation and the Subsidiary, whether of a financial or accounting nature or otherwise, have been maintained in accordance with prudent business practices; (m) the Scythian Financial Statements: (i) fairly present, in all material respects, the financial position and condition of the Corporation at the dates thereof and the results of the operations of the Corporation for the periods then ended and reflect all assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of the Corporation as at the dates thereof; (ii) have been prepared in conformity with IFRS, applied on a consistent basis throughout the periods involved; and (iii) do not contain any misrepresentations with respect to the periods involved; (n) the Corporation has filed all tax returns required to be filed by it, has paid all taxes due and payable by it and have paid all assessments and reassessments and all other taxes, governmental charges, penalties, interest and other fines due and payable by it and which were claimed by any governmental authority to be due and owing and adequate provision has been made for taxes payable for any completed fiscal period for which tax returns are not yet required and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any lawtax return or payment of any tax, rulegovernmental charge or deficiency by the Corporation and, regulationto the best of the knowledge, orderinformation and belief of the Corporation, judgment there are no actions, suits, proceedings, investigations or decree applicable to claims threatened or pending against the Corporation or the Subsidiary in respect of taxes, governmental charges or assessments or any matters under discussion with any governmental authority relating to taxes, governmental charges or assessments asserted by which any property such authority. The Corporation has duly and timely withheld from any amount paid or asset credited by it to or for the account or benefit of any person, including any employee, officer, director, or non- resident person, the amount of all taxes and other deductions required by applicable law to be withheld and has duly and timely remitted the withheld amount to the appropriate taxing or other authority and has duly and timely issued tax reporting slips or returns in respect of any amount so paid or credited by it as required by applicable law; (o) there is no material contingent tax liability of the Corporation or its predecessors or, to the best of the Corporation’s knowledge, information and belief, after due inquiry, any grounds which will prompt a reassessment; (p) the Corporation is not a party to, or bound by, any agreement or affectedguarantee, indemnification other than an indemnification of directors and officers of the Corporation in accordance with the by-laws of the Corporation and the Subsidiary, as applicable, and applicable laws and other than indemnities in favour of agents or underwriters in connection with an issuance of securities or like transactions; (q) the Corporation does not have any loans or other indebtedness outstanding which have been made to or from any of their shareholders, directors, officers or employees or any other person not dealing at arm’s length with the Corporation that are currently outstanding; (r) except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that as would not be reasonably be expected to have a material adverse effect on the Corporation, there is not (or are not) (i) any order or directive from any regulatory authority which relates to environmental matters and which requires any material work, repairs, construction, or capital expenditures relating to the Corporation or any of its businessbusiness undertakings, financial condition (ii) any demand or results notice from any regulatory authority with respect to the material breach of operationsany environmental, health or safety law applicable to the Corporation or any of its business undertakings, including, without limitation, any regulations respecting the use, storage, treatment, transportation, or disposition of environmental contaminants, or (iii) any spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes, which have not been rectified, on any of the properties or assets owned or leased by the Corporation or in which it has an interest or over which it has control. (s) the Corporation is not subject to any contingent or other liability relating to the restoration or rehabilitation of land, water or any other par

Representations and Warranties of the Corporation. The Corporation represents and warrants that to, and agrees with, WorldCom that: (ia) it is a corporation The Corporation has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware. The Corporation has no subsidiaries. (b) The shares of Common Stock and Junior Preferred Stock to be sold pursuant to this Agreement (the "OFFERED SECURITIES") and all other outstanding shares of capital stock of the Corporation have been duly authorized and validly issued, and are fully paid and nonassessable. At the close of business on June 27, 2001, 1,000 shares of Common Stock and 0 shares of preferred stock of the Corporation were issued and outstanding and there were no options or warrants to purchase any capital stock of the Corporation or securities convertible into or exchangeable for any capital stock of the Corporation or any other agreements or instruments providing for the issuance of any capital stock of the Corporation. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required to be obtained or made by the Corporation for the consummation of the transactions contemplated by this Agreement. (d) The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated herein will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (i) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Corporation or any of its properties, (ii) it has all requisite corporate power and authority any agreement or instrument to enter into and perform this Agreement and which the Corporation is a party or by which the Corporation is bound or to consummate which any of the transactions contemplated hereby and to issue properties of the Class A Common Stock in accordance with the terms hereofCorporation is subject, or (iii) the execution charter, by-laws or other organizational documents of the Corporation. (e) This Agreement has been duly authorized, executed and delivery of this Agreement delivered by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement such enforceability may be limited by equitable principles or by (i) applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws relating to or limiting affecting the enforcement of creditors’ ' rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (viii) an implied covenant of good faith and fair dealing. (f) The Offer and sale of the executionOffered Securities in the manner contemplated by this Agreement will be exempt from the registration requirements of the Act, delivery by reason of Section 4(2) thereof; and performance it is not necessary to qualify an indenture in respect of the Offered Securities under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). (g) The aggregate Liquidation Value of the Junior Preferred Stock purchased by WorldCom pursuant to the terms of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or date of its businessissuance is, financial condition or results of operationsand at any time thereafter shall be, $7,075,000,000.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Subscriber (and acknowledges that the Subscriber is relying thereon) that: (ia) it is a corporation duly incorporated and is existing in good standing under the laws of Corporation has the State of Delawarefull corporate right, (ii) it has all requisite corporate power and authority to enter into execute and perform deliver this Subscription Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock FT Units to the Subscriber and to incur and renounce to the Subscriber Qualifying Expenditures in accordance an amount equal to the Commitment Amount; (b) the Corporation is duly incorporated and validly subsisting, and is qualified to carry on business in each jurisdiction in respect of which the carrying out of the activities contemplated hereby make such qualification necessary; (c) the Corporation has complied or will comply with all applicable corporate and securities laws in connection with the terms hereof, (iii) the execution offer and delivery of this Agreement by the Corporation and the consummation by it sale of the transactions contemplated hereby FT Units; (including without limitation, the issuance of the Class A Common Stockd) have been duly authorized upon acceptance by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, this Subscription Agreement shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes constitute a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by terms subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar reorganization and other laws relating of general application limiting the enforcement of creditors' rights generally and to or limiting creditors’ rights generally, and the general principles of equity including the fact that specific performance is available only in the discretion of the court; (ve) the execution, delivery and performance of this Subscription Agreement by the Corporation Corporation, the issue of the FT Units and the consummation by incurring of Qualifying Expenditures and the Corporation renunciation of Qualifying Expenditures to the Subscriber pursuant hereto does not and will not constitute a breach of or default under the constating documents of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict withCorporation, or constitute a default (any law, regulation, order or an event which with notice or lapse of time or both would become a default) underruling applicable to the Corporation, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument agreement to which the Corporation is a partyparty or by which it is bound; (f) the Corporation is, and at all material times will be, a "principal-business corporation"; (g) upon issuance pursuant to the provisions hereof, the FT Units will be "flow-through shares" as defined in subsection 66(15) of the Act and the FT Units will not be "prescribed shares" for the purpose of section 6202.1 of the Regulations to the Act, assuming that there are no agreements, arrangements, obligations or undertakings as contemplated by such provisions in respect of the FT Units, other than any agreements, arrangements, obligations or undertakings to, or (C) result in a violation respect of any lawwhich, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset a specified person in respect of the Corporation is bound a party or affectedhas knowledge; and (h) other than subscription agreements entered into with subscribers for FT Units (as defined in subsection 66(15) of the Act) of the Corporation on the date hereof, except with respect the Corporation is not a party to clauses any agreements for the issuance of FT Units (Bas defined in subsection 66(15) of the Act) pursuant to which (i) the required expenditures have not been incurred; or (Cii) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would the required amounts have not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operationsbeen renounced.

Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agent and the Subscribers, and acknowledges that the Agent and the Subscribers are relying upon such representations and warranties in connection with the purchase and sale of the Special Warrants, as of the Closing Date or each Additional Closing Dates, as follows: (ia) it the Corporation is a corporation duly incorporated organized and is validly existing in good standing under the laws of the State of Delawarejurisdiction in which it was incorporated, (ii) it has all requisite corporate power and authority and is duly qualified and holds all necessary material permits, licences and authorizations necessary or required to carry on its business as now conducted and to own, lease or operate its properties and assets and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up, and the Corporation has all requisite power and authority to enter into each of this Agreement, the Subscription Agreements, the Special Warrant Indenture, the Warrant Indenture and perform this Agreement the Compensation Option Certificate (collectively, the "Transaction Documents") and to consummate carry out its obligations hereunder and thereunder;‌ (b) each of the execution and delivery of the Transaction Documents, the performance by the Corporation of its obligations hereunder and thereunder, the issue and sale of the Special Warrants, the performance by the Corporation of its obligations thereunder and the consummation of the transactions contemplated hereby by the Transaction Documents, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both) (A) any statute, rule or regulation applicable to the Corporation or the Subsidiary including, without limitation, Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation or the Subsidiary which are in effect at the date hereof; (C) any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or other document to which the Corporation or the Subsidiary is a party or by which the Corporation or the Subsidiary is bound; or (D) any judgment, decree or order binding the Corporation or the Subsidiary or any of their respective properties or assets, except, in the case of clauses (A), (C) and (D), where such conflict, breach or default is not material; (c) the Corporation does not beneficially own or exercise control or direction over 10% or more of the outstanding voting shares of any company other than the Subsidiary, and all of the issued and outstanding shares of the Subsidiary are issued as fully paid and non- assessable shares, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever and no person, firm or corporation has any agreement, option, right or privilege (whether present or future, contingent or absolute, pre-emptive or contractual) capable of becoming an agreement, for the purchase from the Corporation or the Subsidiary of any interest in any of the shares of the Subsidiary or for the issue or allotment of any unissued shares in the capital of the Subsidiary or any other security convertible into or exchangeable for any such shares of the Subsidiary; (d) each Subsidiary is a corporation duly organized and validly existing under the laws of the jurisdiction in which it was incorporated, has all requisite corporate power and authority and is duly qualified and holds all necessary permits, licences and authorizations necessary or required to carry on its business as now conducted and to issue own, lease or operate its properties and assets and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up; (e) none of the Class A Common Stock Corporation or the Subsidiary is (A) in accordance default or in breach of the constating documents or resolutions of its directors or shareholders or (B) in default of any material obligations under any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or other document to which the Corporation or the Subsidiary is a party or by which the Corporation or the Subsidiary is bound; (f) except where no Material Adverse Effect would result, each of the Corporation and the Subsidiary is licensed, registered or qualified as an extra-provincial, foreign corporation or an extra-provincial partnership, as the case may be, in all jurisdictions where the character of the property or assets thereof owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and is carrying on the business thereof in compliance with the terms hereofall applicable laws, rules and regulations of each such jurisdiction; (iiig) all consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for (i) the execution and delivery of this Agreement the Transaction Documents, (ii) the issuance of the Special Warrants, the Unit Shares, the Unit Warrants, the Unit Warrant Shares, the Compensation Options and the Compensation Shares, and (iii) the completion of the transactions contemplated hereby, have been made or obtained, as applicable, subject to the Corporation filing with the Securities Commissions in the Selling Jurisdictions in Canada, within 10 days from the date of the sale of the Special Warrants, a Form 45-106F1 prepared and executed in accordance with Applicable Securities Laws and accompanied by the prescribed fees; (h) none of the Corporation or the Subsidiary has approved, is contemplating, or has entered into any agreement in respect of, and none of the Corporation or the Subsidiary has any knowledge of: (A) the purchase of any property material to the Corporation or the Subsidiary or assets or any interest therein or the sale, transfer or other disposition of any property of the Corporation or the Subsidiary or assets or any interest therein currently owned, directly or indirectly, by the Corporation or the Subsidiary whether by asset sale, transfer or sale of shares or otherwise; or (B) the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of the Corporation or the Subsidiary) of the Corporation or the Subsidiary; (i) the Financial Statements have been prepared in accordance with accounting principles generally accepted in Canada and consistently applied throughout the period referred to therein, contain no misrepresentation and present fully, fairly and correctly, in all material respects, the financial condition of the Corporation as at the dates thereof and the results of the operations and the changes in the financial position of the Corporation for the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation and there has been no change in accounting policies or practices of the Corporation since March 31, 2021, other than as required by Canadian generally accepted accounting principles or as disclosed in the Financial Statements; (j) each of the Corporation and the Subsidiary maintains a system of internal controls sufficient to provide reasonable assurance that access to assets is permitted only in accordance with management's general or specific authorization; (k) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, "Taxes") due and payable by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) Subsidiary have been duly authorized paid, except where the failure to pay Taxes would not have a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation and the Subsidiary have been filed with all necessary corporate action on appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate in all material respects and no material fact or facts have been omitted therefrom which would make any of them misleading, except where the part failure to file such documents would not have a Material Adverse Effect. To the knowledge of the Corporation, including but no examination of any tax return of the Corporation or the Subsidiary is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable, by the Corporation or the Subsidiary, except where such examinations, issues or disputes would not limited have a Material Adverse Effect;‌ (l) other than as set out in Schedule A to all actions necessary this Agreement, there are no rights, warrants or options to ensure that acquire, or instruments convertible into or exchangeable for, any shares in the acquisition capital of the Corporation or the Subsidiary are outstanding and no person is entitled to any pre-emptive or any similar rights to subscribe for any Common Shares or other securities of the Corporation; (m) the Corporation has not declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of its shares Class A Common Stock pursuant and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its securities or agreed to do so or otherwise effected any return of capital with respect to such securities; (n) there are no legal or governmental actions, suits, judgments, investigations, charges or proceedings are pending to which the transactions contemplated herebyCorporation, the Subsidiary or, to the fullest extent knowledge of the Corporation’s Board , any of Directors’ power and authority and the directors, officers or employees of the Corporation or the Subsidiary is a party or to which the Corporation's or the Subsidiary's property or assets are subject which if finally determined adversely to the extent permitted by lawCorporation or the Subsidiary would be expected to result in a Material Adverse Effect and, shall not be to the knowledge of the Corporation, no such proceedings have been threatened against or are contemplated with respect to the Corporation, the Subsidiary and/or any of their respective directors, officers or employees, or with respect to the property and assets of the Corporation taken as a whole and none of the Corporation or the Subsidiary is subject to any “moratorium,” “control share acquisition,” “judgment, order, writ, injunction, decree or award of any Governmental Authority, which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (o) each of the Corporation and the Subsidiary has conducted and is conducting its business combination,” “fair price” in compliance in all material respects with all applicable laws and regulations of each jurisdiction in which it carries on business or other form of holds assets (including all applicable federal, provincial, municipal and local environmental anti-takeover pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, including all Governmental Authorities), holds all Permits under all such laws and regulations” is in compliance in all material respects with all terms of such Permits, and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or Permits, which would have a Material Adverse Effect; (p) each of the Corporation and the Subsidiary, as applicable, owns or has the right to use under license, sub-license or otherwise all Intellectual Property used by the Corporation or the Subsidiary in their respective businesses; (q) any and all of the agreements and other documents and instruments pursuant to which the Corporation or the Subsidiary holds the property and assets thereof (including any interest in, or right to earn an interest in, any property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with terms thereof. None of the Corporation or the Subsidiary is in default of any jurisdiction that may purport of the material provisions of any such agreements, documents or instruments nor has any such default been alleged and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all leases, licences and claims pursuant to be applicable to this Agreement which the Corporation or the transactions contemplated hereby Subsidiary derives the interests thereof in such property and assets are in good standing in all material respects and there has been no material default under any such lease, licence or claim. The properties (or any interest in, or right to earn an interest in, any property) of each of the Corporation and the Subsidiary are not subject to any right of first refusal or purchase or acquisition right; (r) each of the Corporation and the Subsidiary holds all of the permits, licenses and like authorizations necessary for it to carry on its business in each jurisdiction where such business is carried on that are material to the conduct of the business of each of the Corporation and the Subsidiary (collectively, “Takeover Laws”the "Permits"), ; all such Permits are valid and subsisting and in good standing and each of the Corporation and the Subsidiary are in material compliance with each such Permit;‌ (ivs) this Agreement constitutes a legal, the Transaction Documents have been or will be duly authorized and executed and delivered by the Corporation and constitute or will constitute valid and binding obligation obligations of the Corporation enforceable against the Corporation in accordance with its their respective terms, except as enforcement thereof may be limited by equitable principles or the Enforceability Qualifications; (t) at the Closing Time, all necessary corporate action will have been taken by bankruptcythe Corporation to validly issue the Special Warrants pursuant to the terms of the Special Warrant Indenture, insolvencyto allot and reserve the Underlying Securities, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generallyvalidly create and issue the Compensation Options, and to allot and reserve the securities underlying the Compensation Options, which upon issuance in accordance with the terms of such securities shall be validly issued as fully paid and non-assessable securities in the capital of the Corporation; (u) the authorized capital of the Corporation consists only of an unlimited number of Common Shares, and as at the close of business on the Business Day immediately preceding the date hereof, 7,200,000 Common Shares were issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation. There is sufficient authorized capital for the issuance of all Common Shares issuable on conversion of all Securities contemplated hereby and all outstanding convertible securities of the Corporation; (v) other than the executionloan agreements and promissory notes disclosed in the Data Room, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation none of the Corporation or the Bylaws Subsidiary has made any loans to or guaranteed the obligations of any person; (w) each of the Corporation and the Subsidiary is in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages and none of the Corporation or the Subsidiary has or is engaged in any unfair labour practice; (Bx) conflict withother than as disclosed to the Agent in writing or in the Data Room, none of the directors, officers or constitute a default (or an event which with notice or lapse employees of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which the Subsidiary or any property associate or asset affiliate of any of the foregoing had or has any interest, direct or indirect, in any transaction or any proposed transaction with the Corporation or the Subsidiary; (y) there have not been and there are not currently any labour disruption or conflict, or material disagreements with any employee or employees of the Corporation is bound or affected, except with respect to clauses (B) the Subsidiary which are adversely affecting or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on could adversely affect the business of the Corporation or the Subsidiary; (z) the minute books and records of each of the Corporation and the Subsidiary made available in the Data Room to counsel for the Agent in connection with its businessdue diligence investigation of the Corporation and the Subsidiary for the periods from each of the Corporation's and the Subsidiary's date of incorporation to the date hereof are all of the minute books and records of the Corporation and the Subsidiary, financial condition or results of operations.resp

Representations and Warranties of the Corporation. The Corporation represents and warrants to the Underwriter and acknowledges that (i) it the Underwriter is a corporation duly incorporated relying upon such representations and is existing warranties in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance connection with the terms hereof, (iii) the its execution and delivery of this Agreement that: (a) the Corporation and each Subsidiary was duly incorporated or organized, as the case may be and is validly existing under the laws of its jurisdiction of incorporation or organization, as the case may be and has all requisite power and authority and is duly qualified to carry on its business as now conducted and to own, lease and operate its property and assets; (b) all necessary corporate action has been taken by the Corporation or on its part to authorize the execution and delivery of and the performance of its obligations under this Agreement, the Subscription Agreements and the Warrant Indenture; (c) this Agreement has been duly authorized, executed and delivered by the Corporation and (assuming enforceability against the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stockother parties thereto) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes is a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable principles or remedies may be granted only in the discretion of a court of competent jurisdiction; (d) the Subscription Agreements that are accepted by the Corporation have been duly authorized and, at the Closing Time, will be duly executed and delivered by the Corporation and (assuming enforceability against the other parties thereto) each will be a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; (e) the Warrant Indenture will be, at the Closing Time, duly executed and delivered by the Corporation and (assuming enforceability against the other parties thereto) will be a valid and binding obligation of the Corporation, enforceable against it in accordance with its terms, except that enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar and other laws relating to or limiting creditors’ affecting the rights of creditors generally, and except that equitable remedies may be granted only in the direction of a court of competent jurisdiction; (vf) the Broker Warrants will be, at the Closing Time, duly executed and delivered by the Corporation and (assuming enforceability against the other parties thereto) will be a valid and binding obligation of the Corporation, enforceable against it in accordance with its terms, except that enforcement may be limited by bankruptcy, insolvency, and other laws affecting the rights of creditors generally, and except that equitable remedies may be granted only in the direction of a court of competent jurisdiction; (g) the offer and sale of the Units to Substituted Purchasers in the Qualifying Jurisdictions, or any other jurisdiction in accordance with the terms of the Subscription Agreements and in the manner set out in this Agreement is permitted under Applicable Securities Laws and laws of other jurisdictions where the Units may be lawfully offered for sale by the Underwriter or any of their affiliates; (h) the authorized and issued capital of the Corporation consists of an unlimited number of Common Shares, of which 31,260,068 Common Shares have been validly issued, are outstanding as fully paid and non-assessable shares and were not issued in violation of any pre-emptive rights or other contractual rights to issue securities issued by the Corporation or of any applicable law and except for 3,332,000 stock options issued pursuant to the stock option plan of the Corporation and 9,673,861 Common Share purchase warrants, the Corporation has not issued any securities convertible into shares of the Corporation and there are not securities issuable pursuant to any binding agreement, warrant, option or right for the purchase of any unissued securities of the Corporation; (i) no Person has any agreement or option or any right or privilege (whether by law, pre- emptive or contractual) capable of becoming an agreement, including convertible securities, warrants or convertible obligations of any nature, for the purchase, subscription, allotment or issuance of any un-issued shares or other securities of the Corporation, except for: (i) the Units issuable pursuant to this Agreement; (ii) Common Shares issuable by the Corporation pursuant to stock options granted to employees, officers, directors and consultants of the Corporation, any broker warrants and the Warrants; and (iii) other convertible securities outstanding as at the date hereof as publicly disclosed by the Corporation; (j) the Units to be issued by the Corporation and sold pursuant to this Agreement, the Subscription Agreements and the Warrant Indenture have been duly authorized for issuance and sale by all necessary action on the part of the Corporation and, when issued and delivered by the Corporation against payment of the consideration therefor pursuant to this Agreement, the Subscription Agreements and the Warrant Indenture will have been validly issued, will be outstanding as fully paid and non-assessable and will not have been issued in violation of or subject to any pre-emptive rights or other contractual rights to purchase securities issued by the Corporation or in violation of any applicable law; (k) the Corporation has all requisite corporate power and authority to: (i) execute and deliver this Agreement, the Warrant Indenture and the Subscription Agreement and perform its obligations thereunder; (ii) issue, sell and deliver the Units; and (iii) issue and deliver the Broker Warrants in accordance with the provisions of this Agreement; (l) each of the Corporation and each Subsidiary: (i) has complied with, and has conducted and is conducting its business in compliance in all material respects with all applicable laws, statutes, ordinances, regulations and rules in each jurisdiction in which it conducts business; (ii) is duly licensed, registered or qualified in all jurisdictions to enable its business to be carried on in all material respects as now conducted and its property and assets to be owned, leased and operated, and all such licences, registrations and qualifications are valid and subsisting and no such licence, registration or qualification contains any term, provision, condition or limitation which has or is likely to have any material adverse effect on its business as now conducted; and (iii) is not in default in filing any government returns, or payment of any licence or registration or qualification fee owing to any Governmental Authority under the laws of each jurisdiction in which it conducts business; (m) the only subsidiaries of the Corporation are SESI Systems Inc., Contech PCB Containment Technology Inc., SonoOil Inc. and Sonic Environmental Solutions Corp., and the Corporation has not entered into any agreement of any nature to acquire any additional Subsidiary. The Corporation has not entered into any agreement of any nature to acquire a controlling interest in any partnership, joint venture or other unincorporated organization. The Material Subsidiaries are the only subsidiaries, partnerships, joint ventures or unincorporated organizations whose assets or revenues, calculated on an individual basis, represent more than 10% of the consolidated assets or revenues of the Corporation; (n) the Corporation is the beneficial owner of record of all of the issued and outstanding shares and other equity securities of each of its Subsidiaries, in each case free and clear of all mortgages, liens, charges, pledges, hypothecs, security interests, encumbrances, claims or other demands whatsoever, and all those shares have been validly issued, are issued and outstanding as fully paid and non-assessable shares and were not issued in violation of any pre-emptive rights or other contractual rights to issue securities issued by the Subsidiary or of any applicable law; (o) no Person has any agreement or option or any right or privilege (whether by law, pre- emptive or contractual) capable of becoming an agreement, including convertible securities, warrants or convertible obligations of any nature, for the purchase, subscription, allotment or issuance of any un-issued shares or other securities of any Material Subsidiary; (p) the audited consolidated financial statements of the Corporation for the years ended December 31, 2006 and 2005, including the notes thereto, have been prepared in accordance with Canadian generally accepted accounting principles consistently applied throughout the periods indicated and present fairly, completely and accurately the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of the Corporation on a consolidated basis as at the respective dates indicated and the sales, earnings and results of operations of the Corporation on a consolidated basis throughout the periods indicated; (q) the Corporation and its Material Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; and (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with Canadian generally accepted accounting principles and to maintain accountability for assets; (r) the execution, delivery and performance of this Agreement Agreement, the Warrant Indenture and the Subscription Agreements by the Corporation and the consummation by the Corporation completion of the transactions contemplated hereby provided for in this Agreement will not (Awhether after the passage of time or notice or both) result in a in: (i) the breach or violation of the Certificate of Incorporation any of the Corporation or the Bylaws of the Corporation or (B) conflict withprovisions of, or constitute a default under, or a conflict with or cause the acceleration of, any obligation of the Corporation under: (A) any indenture, agreement or other instrument to which the Corporation or any Material Subsidiary is a party or by which it or its properties are bound or affected; (B) any provision of the articles, by-laws or resolutions of the board of directors (or an event any committee thereof) or shareholders of, the Corporation or any Material Subsidiary; (C) any judgment, decree, order or award of any Governmental Authority having jurisdiction over the Corporation; (D) any licence, permit, approval, consent or authorization issued to, held by or for the benefit of the Corporation or necessary to the operation of its business as now conducted; or (E) any applicable law or statute, or any ordinance, rule, regulation, policy, order or ruling made thereunder; or (ii) the creation or imposition of any mortgage, lien, charge, pledge, hypothec, security interest, encumbrance, claim or other demand whatsoever on any of the property or assets of the Corporation; (s) none of the Corporation, any of its Material Subsidiaries or, to the knowledge of the Corporation, any other party, is in default or alleged to be in default in the performance of any term or obligation to be performed by it under any material contract to which with the Corporation or any Material Subsidiary is a party or by which the Corporation or any Material Subsidiary is bound or affected, and no event, condition or occurrence exists that, after notice or lapse of time or both both, would become constitute such a defaultdefault which in any way materially adversely affects or may materially adversely affect the business, operations, assets, liabilities, capital, prospects, condition (financial or otherwise) under, or give to others any rights results of termination, amendment, acceleration operations of the Corporation and its Material Subsidiaries on a consolidated basis; (t) no legal or cancellation of, any agreement, indenture or instrument governmental proceedings are pending to which the Corporation or any Material Subsidiary is a partyparty or to which the property of the Corporation or any Material Subsidiary is subject, or (C) result in a violation and no such proceedings have been threatened against or, to the knowledge of any lawthe Corporation, rule, regulation, order, judgment or decree applicable are contemplated with respect to the Corporation or any Material Subsidiary or with respect to any of their respective properties which would be material to the Corporation and its subsidiaries on a consolidated basis; (u) except as provided herein, there is no Person, firm or corporation which has been engaged by the Corporation to act for the Corporation and which is entitled to any brokerage or finder’s fee in connection with this Agreement or the transactions contemplated hereunder; (v) the Corporation and each Subsidiary has filed all required returns and information in respect of income, sales, capital, excise or other taxes, and has paid or made adequate provision for the payment of all taxes (or payments in lieu of taxes) levied on its property or asset income which are due and payable, including interest and penalties, or has accrued such amounts in its financial statements for the payment of such taxes except for charges, fees or dues which are not material in amount or which are not delinquent or if delinquent are being contested, and there is no material action, suit, proceeding, investigation, audit or claim pending, or to its knowledge, threatened by any governmental authority regarding any taxes, other than a social services tax assessment by the Province of British Columbia with an exposure of $270,000 plus interest in respect of the Corporation’s Annacis Island plant; (w) the Corporation and its Subsidiaries are in compliance with each material licence held by them and are not in violation of, or in default in any respect under, any applicable statutes and regulations and all other ordinances, rules, regulations, orders or decrees having the force of law of any Governmental Authority agency or body having, asserting or claiming jurisdiction over it or over any part of their respective operations or assets; (x) unless otherwise disclosed by the Corporation to the Underwriter, the Corporation is bound the absolute legal and beneficial owner, and has good and marketable title to, all of the material property, investments or affectedassets described in the Disclosure Documents or the Corporation and the Material Subsidiaries each possess all licences, permits, franchises, certificates, registrations and authorizations necessary to conduct their respective businesses and own their respective property and assets and none are in default or breach of any of the foregoing, except with respect for failures to clauses (B) possess, defaults or (C) for any conflictsbreaches which individually or in the aggregate would not reasonably be expected to have a material adverse effect on the Corporation, defaultsand all such licences, accelerationspermits, terminationsfranchises, cancellations certificates, registrations or violations, authorizations are renewable or can be replaced on terms or conditions that would not reasonably be expected to have a material adverse effect on the Corporation; (y) the Corporation is a reporting issuer under the securities laws of Alberta, British Columbia and Ontario, is not in default of any requirement of Applicable Securities Laws and the Corporation is not included on a list of defaulting reporting issuers maintained by the Securities Commissions of the Provinces of Alberta, British Columbia and Ontario; (z) neither the Corporation nor any of the Material Subsidiaries is a party to any collective agreement, and to the knowledge of the Corporation there is no organization effort being made by or on behalf of any labour union with respect to its businessemployees or those of its Subsidiaries; (aa) neither the Corporation nor any of the Material Subsidiaries own any real property and none has entered into any agreement to acquire any real property; (bb) the Corporation, financial condition on behalf of itself and each Subsidiary, maintain insurance policies with reputable insurers against risks of loss of or results damage to its properties, assets and business of operations.such types as are appropriate to its business in such amounts and against such risks as are reasonably prudent and neither the Corporation nor a Subsidiary is in default with respect to any provisions of such policies and none have failed to give any notice or to present any claim under any such policy in a due and timely fashion; (cc) except as would not individually or in the aggregate reasonably be ex

Representations and Warranties of the Corporation. The Corporation represents and warrants to the Investor and acknowledges that the Investor is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement: (ia) it The Corporation is a corporation duly incorporated and is existing in good standing under the laws of the State of DelawareNevada, and has the requisite corporate power and authority to conduct its business as it is currently being conducted. (iib) it The Corporation has all the requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue by the Class A Common Stock in accordance with the terms hereof, Transaction Documents. (iiic) the The execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) Transaction Documents have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that and no further consent or action is required by the acquisition Corporation, its Board of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent Directors or its stockholders. (d) Each of the Corporation’s Board of Directors’ power Transaction Documents constitutes, or will when duly authorized, executed and authority and to delivered by all parties thereto other than the extent permitted by lawCorporation constitute, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation Corporation, enforceable against the Corporation in accordance with its termsthe terms thereof, except as that (i) the enforcement thereof may be limited by equitable principles or by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws relating to affecting the rights of creditors generally, (ii) equitable remedies, including, without limitation, specific performance and injunction, may be granted only in the discretion of a court of competent jurisdiction, (iii) rights of indemnity, contribution and the waiver of contribution provided for herein, and any provisions exculpating a party from a liability or limiting creditors’ rights generallyduty otherwise owed by it, may be limited under applicable law, and (iv) the enforceability of provisions in any Transaction Document 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 Transaction Document would be determined only in the discretion of the court. (e) The authorized capital of the Corporation consists of 100,000,000 shares of common stock, par value $0.001 per share, of which there were 28,065,800 shares issued and outstanding as of the date of this Agreement, and 5,000,000 shares of preferred stock, par value $0.001 per share, of which no shares have been issued as of the date of this Agreement. The outstanding shares of common stock have been issued for the following consideration: (i) 500,000 shares at a price of $0.001 per share; (ii) 4,500,000 shares at a price of $0.01 per share; (iii) 12,000,000 shares in consideration of the acquisition of all of the issued capital of Infrablue Limited (iv) 705,800 shares at a price of $0.05 per share (v) 360,000 shares at a price of $0.25 per share and (vi) 10,000,000 shares on the executiontransfer of certain intellectual property assets; (f) There are no agreements or other obligations (contingent or otherwise) which may require the Company to repurchase or otherwise acquire any shares of its capital stock. (g) the Investor hereby consents, delivery no person, firm or corporation has any agreement or option or right or privilege (whether preemptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of any unissued shares, securities or warrants of the Corporation. (h) The issuance of the Convertible Note and performance the issuance of this Agreement the Shares and Warrants upon conversion of the Convertible Notes and the issuance of the Warrant Shares upon the exercise of the Warrants have each been duly authorized. The Shares have been authorized and validly reserved for issuance, and when issued upon conversion of the Convertible Notes in accordance with the terms thereof, will be validly issued, fully paid and non-assessable shares of the Corporation’s common stock. The Warrant Shares have been authorized and validly reserved for issuance, and when issued upon exercise of the Warrant in accordance with the terms thereof (and upon payment of the exercise price therefor), will be validly issued, fully paid and non-assessable shares of the Corporation’s common stock. The stockholders of the Company have no preemptive or similar rights to purchase shares of Common Stock from the Company. (i) The issue and sale of the Securities by the Corporation does not and the consummation by the Corporation of the transactions contemplated hereby will not (A) conflict with, and does not and will not result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation breach of, any agreement, indenture of the terms of its incorporating documents or any agreement or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants that to the Purchaser as follows: (ia) it The Corporation is a corporation duly incorporated validly existing and is existing in good standing under the laws of the State Republic of Delawarethe ▇▇▇▇▇▇▇▇ Islands. The Corporation has the legal capacity, (ii) it has all requisite corporate power and authority to enter into and perform all of its obligations under this Agreement and to consummate the transactions contemplated hereby Statement of Designation. (b) This Agreement has been duly and to issue the Class A Common Stock in accordance with the terms hereofvalidly authorized, (iii) the execution executed and delivery of this Agreement delivered by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation Corporation, enforceable against the Corporation in accordance with its terms. (c) The execution, delivery and performance by the Corporation of this Agreement, including the filing of the Statement of Designation and issuance of the Series B Preferred Stock, will not (with or without notice or lapse of time, or both) (i) result in any violation of any provision of its articles of incorporation or bylaws, (ii) conflict with or constitute breach of, or default under, or result in the creation or imposition of any lien, encumbrance, security interest, pledge, mortgage, charge, other claim, contract, lease, license, indenture, agreement, commitment or other legally binding arrangement to which it is a party or by which any material amount of its assets may be bound or (iii) result in any violation of any applicable law, statute, rule or regulation or order of any governmental authority, except as enforcement may be limited by equitable principles or by bankruptcywould not have a material adverse effect on the Corporation and its subsidiaries, insolvency, reorganization, moratoriumtaken as a whole, or similar laws relating its ability to consummate the transactions contemplated hereby. (d) No material consent, approval, license, permit, order or limiting creditors’ rights generallyauthorization of, and (v) or registration, declaration or filing with, any federal, state, local or foreign governmental authority is required in connection with the Corporation’s execution, delivery and performance of this Agreement by the Corporation and the or its consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation hereby, except such as have been obtained and the filing of the Certificate Statement of Incorporation Designation with the ▇▇▇▇▇▇▇▇ Islands Registrar of Corporations. (e) Upon the filing of the Corporation or Statement of Designation with the Bylaws ▇▇▇▇▇▇▇▇ Islands Registrar of Corporations, the Shares will have been duly authorized and, upon issuance against payment therefore hereunder, will be validly issued, fully paid and non-assessable. (f) The issuance, sale and delivery of the Corporation or (B) conflict withshares of Series B Preferred Stock being purchased hereunder are not subject to any preemptive rights, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of terminationfirst refusal or other similar right in favor or any person or entity. (g) Except as specifically provided in this Article IV, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, does not make any representation or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable warranty to the Corporation Purchaser, express or by which any property or asset of the Corporation is bound or affectedimplied, except with respect to clauses (B) the Corporation, including with respect to any projections, forecasts, estimates or (C) for any conflictsbudgets of future revenues, defaultsfuture results of operations, accelerationsfuture cash flows, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, future financial condition or results future business or operations of operationsthe company or the business.

Representations and Warranties of the Corporation. The Corporation represents and warrants that to the Remarketing Agent[s], (i) it is on and as of each date any Remarketing Materials are first distributed in connection with the Remarketing (each, a corporation duly incorporated and is existing in good standing under the laws of the State of Delaware“Commencement Date”), (ii) it has all requisite corporate power on and authority as of each date any amendment to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereofany Remarketing Materials is first distributed, (iii) on and as of each Remarketing Date and (iv) on and as of the Remarketing Settlement Date (in each case of clauses (i) through (iv), a “Representation Date”), that: (a) This Agreement has been duly authorized, executed and delivered by the Corporation and, assuming due authorization, execution and delivery of this Agreement by the Corporation Remarketing Agent[s] and the consummation by it of the transactions contemplated hereby (including without limitationother parties hereto, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part constitutes a valid and binding agreement of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, or moratorium and similar laws of general applicability relating to or limiting affecting creditors’ rights generallyand to general equity principles. (b) Each of the representations and warranties of the Corporation as set forth in Section 6.1 of the Underwriting Agreement (other than those made in subsections [(b), (c) and (vh)]) is true and correct as if made on each Representation Date; provided that for purposes of this Section 3(b), any reference in such sections of the Underwriting Agreement to (a) the execution“Registration Statement” shall be deemed to refer to such terms as defined herein, delivery except that in the case of a Private Remarketing each such term shall, mutatis mutandis, be deemed to refer to the Private Placement Marketing Materials, (b) either the “Units Agreement” or “this Agreement” shall refer to this Agreement, (c) the “Offered Securities” shall refer to the Remarketed Notes and performance of this Agreement by (d) either “Underwriters” or “Underwriter” shall refer to the Remarketing Agent[s]. (c) If the Remarketing is a Public Remarketing, then: (i) The Corporation and the consummation by the Corporation of the transactions contemplated hereby will not has (A) result in filed with the Commission a violation Registration Statement, including a related prospectus or prospectuses relating to the Remarketed Notes, covering the registration of the Certificate Remarketed Notes under the Securities Act, which has become effective and (B) in the case of Incorporation a Public Remarketing in which the Corporation elects, in its absolute and sole discretion, to use an MJDS Prospectus, filed the MJDS Prospectus and all such other documents as are required under applicable Canadian Securities Laws with applicable Canadian Securities Regulators. (ii) (A) [(I) At the time the Registration Statement initially became effective, (II) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment, incorporated report or form of prospectus), (III) at the time of the first contract of sale for the Remarketed Notes and (IV) on each Remarketing Settlement Date, the Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the respective date in clauses (I)-(IV) set forth above; the Corporation is not an “ineligible issuer” and is a well-known seasoned issuer, in each case as defined in Rule 405 under the Securities Act; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Corporation.]3 No order suspending the effectiveness of the Registration Statement has been issued by the Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Corporation or related to the Bylaws offering of the Corporation Remarketed Notes has been initiated or, to the Corporation’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act and the TIA, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and (B) conflict with(I) on its date, (II) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (III) on each Remarketing Settlement Date, the Final Prospectus will not contain any untrue statement of a material fact or constitute omit to state a default (or an event material fact necessary in order to make the statements therein, in the light of the circumstances under which with notice or lapse of time or both would become a default) underthey were made, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which not misleading; provided that the Corporation is a party, makes no representation or (C) result warranty with respect to any statements or omissions made in a violation of reliance upon and in conformity with information relating to any law, rule, regulation, order, judgment or decree applicable Remarketing Agent furnished to the Corporation in writing by such Remarketing Agent through the Representatives expressly for use in the Registration Statement and the Final Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by which any property or asset Remarketing Agent consists of the Corporation is bound or affected, except with respect to clauses (Binformation described as such in Section 7(b) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operationshereof.

Representations and Warranties of the Corporation. The Corporation represents and warrants to the Investor and acknowledges that the Investor is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement: (ia) it The Corporation is a corporation duly incorporated and is existing in good standing under the laws of the State of DelawareNevada, and has the requisite corporate power and authority to conduct its business as it is currently being conducted. (iib) it The Corporation has all the requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue by the Class A Common Stock in accordance with the terms hereof, Transaction Documents. (iiic) the The execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) Transaction Documents have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that and no further consent or action is required by the acquisition Corporation, its Board of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent Directors or its stockholders. (d) Each of the Corporation’s Board of Directors’ power Transaction Documents constitutes, or will when duly authorized, executed and authority and to delivered by all parties thereto other than the extent permitted by lawCorporation constitute, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation Corporation, enforceable against the Corporation in accordance with its termsthe terms thereof, except as that (i) the enforcement thereof may be limited by equitable principles or by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws relating to affecting the rights of creditors generally, (ii) equitable remedies, including, without limitation, specific performance and injunction, may be granted only in the discretion of a court of competent jurisdiction, (iii) rights of indemnity, contribution and the waiver of contribution provided for herein, and any provisions exculpating a party from a liability or limiting creditors’ rights generallyduty otherwise owed by it, may be limited under applicable law, and (iv) the enforceability of provisions in any Transaction Document 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 Transaction Document would be determined only in the discretion of the court. (e) The authorized capital of the Corporation consists of 100,000,000 shares of common stock, par value $0.001 per share, of which there were 28,273,600 shares issued and outstanding as of the date of this Agreement, and 5,000,000 shares of preferred stock, par value $0.001 per share, of which no shares have been issued as of the date of this Agreement. The outstanding shares of common stock have been issued for the following consideration: (i) 500,000 shares at a price of $0.001 per share; (ii) 4,500,000 shares at a price of $0.01 per share; (iii) 12,000,000 shares in consideration of the acquisition of all of the issued capital of Mobilemail Limited (iv) 900,000 shares at a price of $0.05 per share (v) 320,000 shares at a price of $0.05 per share and (vi) 10,000,000 shares on the executiontransfer of certain intellectual property assets; (f) There are no agreements or other obligations (contingent or otherwise) which may require the Company to repurchase or otherwise acquire any shares of its capital stock. (g) the Investor hereby consents, delivery no person, firm or corporation has any agreement or option or right or privilege (whether preemptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of any unissued shares, securities or warrants of the Corporation. (h) The issuance of the Convertible Note and performance the issuance of this Agreement the Shares and Warrants upon conversion of the Convertible Notes and the issuance of the Warrant Shares upon the exercise of the Warrants have each been duly authorized. The Shares have been authorized and validly reserved for issuance, and when issued upon conversion of the Convertible Notes in accordance with the terms thereof, will be validly issued, fully paid and non-assessable shares of the Corporation’s common stock. The Warrant Shares have been authorized and validly reserved for issuance, and when issued upon exercise of the Warrant in accordance with the terms thereof (and upon payment of the exercise price therefor), will be validly issued, fully paid and non-assessable shares of the Corporation’s common stock. The stockholders of the Company have no preemptive or similar rights to purchase shares of Common Stock from the Company. (i) The issue and sale of the Securities by the Corporation does not and the consummation by the Corporation of the transactions contemplated hereby will not (A) conflict with, and does not and will not result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation breach of, any agreement, indenture of the terms of its incorporating documents or any agreement or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. The Corporation represents and warrants as follows to the Subscriber at the date of this Agreement and at the Time of Closing and acknowledges and confirms that the Subscriber is relying upon such representations and warranties in connection with the offer, sale and issuance of the Subscribed Shares to the Subscriber: (ia) it is a corporation duly The Corporation and its subsidiaries are corporations incorporated and is existing in good standing under the laws of the State of Delawarejurisdictions in which they are incorporated, continued or amalgamated; (iib) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the The execution and delivery of, and performance by the Corporation of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that ; (c) This Agreement has been duly executed and delivered by the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power Corporation and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation agreement of the Corporation enforceable against the Corporation it in accordance with its terms; (d) The Corporation is not required to give any notice to, except as enforcement may be limited by equitable principles make any filing with or by bankruptcyobtain any authorization, insolvency, reorganization, moratorium, order or similar laws relating to other consent or limiting creditors’ rights generally, and (v) approval of any Person in connection with the execution, execution or delivery and of or performance of its obligations under this Agreement by the Corporation and or the consummation by of the Corporation Offering, other than the Exchange’s acceptance of the transactions contemplated hereby herein, and the filings required to be made prior to or following Closing, under the rules of the Exchange; (e) The Corporation has complied with Applicable Securities Laws in connection with the offer, sale and issuance of the Subscribed Shares; (f) Computershare Trust Company of Canada at its offices in the city of Vancouver, is the duly appointed registrar and transfer agent of the Corporation with respect to the Common Shares (the “Transfer Agent”); (g) The authorized capital of the Corporation consists of an unlimited number of Common Shares and preferred shares without par value of which 48,730,165 Common Shares are issued and outstanding (without giving effect to the Common Shares subscribed for under this Agreement). The outstanding Common Shares of the Corporation are fully paid and non-assessable. There are no other equity or voting securities of the Corporation outstanding, and there are no outstanding stock options, warrants or other convertible securities or instruments that may be converted into Common Shares, except as set forth on Schedule 4.2 attached to the Credit Agreement. The fully diluted share capital of the Corporation is 51,291,665 Common Shares; (h) The Subscribed Shares have been duly authorized for issuance and sale by all necessary action on the part of the Corporation and, when issued and delivered by the Corporation against payment of the consideration thereof pursuant to this Agreement, will have been validly issued, and will be outstanding as fully paid and non-assessable shares, and will not (A) result have been issued in a violation of or subject to any pre-emptive rights or other contractual rights to purchase securities issued by the Certificate Corporation or in violation of Incorporation any Applicable Securities Laws; (i) The Corporation is not party or subject to any agreement or understanding and, to the knowledge of the Corporation, there is no agreement between any shareholders or officers or directors of the Corporation, that affects or relates to the voting or giving of written consents with respect to any of the Corporation’s securities; (j) The Corporation and its subsidiaries have not committed an act of bankruptcy, are not insolvent, have not proposed a compromise or arrangement to creditors generally, have not had a petition or a receiving order in bankruptcy filed against any of them, have not made a voluntary assignment in bankruptcy, have not taken any proceedings with respect to a compromise or arrangement, have not taken any proceedings to be declared bankrupt or wound-up, have not taken any proceedings to have a receiver appointed for any of property and have not had any execution or distress become enforceable or become levied upon any of property. The Corporation has, and will at the Closing Date have, sufficient working capital to satisfy its obligations under this Agreement and has sufficient capital to satisfy the “going concern” test under Canadian generally accepted accounting principles; (k) The Corporation is a reporting issuer in the Provinces of Ontario, British Columbia and Alberta, and (i) the Common Shares of the Corporation are currently listed and posted for trading on the Exchange and no order ceasing or suspending trading, other than as publicly disclosed, in any securities of the Corporation or prohibiting the Bylaws sale or issuance of the Corporation Subscribed Shares or the trading of any of the Corporation’s issued securities has been issued and no (Bformal or informal) conflict withproceedings for such purpose have been threatened or, or constitute a default to the knowledge of the Corporation, are pending; and (or an event which with notice or lapse of time or both would become a defaultii) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of has not taken any law, rule, regulation, order, judgment or decree applicable to the Corporation or by action which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to result in the delisting or suspension of the Common Shares on or from the Exchange; (l) The Corporation is licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of the property or assets thereof owned or leased or the nature of the activities conducted by it make licensing, registration or qualification necessary and is carrying on the business thereof in material compliance with all applicable laws, rules and regulations of each such jurisdiction; (m) The information in all documents filed by the Corporation with Canadian securities regulatory authorities (including in all documents filed at ▇▇▇.▇▇▇▇▇.▇▇▇) (the “Disclosure Record”) was, at the time of such filing, accurate in all material respects, did not contain any misrepresentation and did not omit to disclose any material fact, except as subsequently corrected or updated in a subsequently filed document (in this Agreement, “misrepresentation” and “material fact” have a them meanings ascribed to them in the Securities Act (British Columbia)). All information relating to the business, assets, liabilities, properties, capitalization or financial condition of the Corporation provided by the Corporation or any of its advisers to the Subscriber is true, accurate and complete in all material adverse effect on respects; and (n) The Corporation and its subsidiaries own all of the properties and assets that they purport to own in the Disclosure Record. Except as disclosed in the Disclosure Record, all agreements by which the Corporation or its business, financial condition subsidiaries holds an interest in a property or results of operationsasset are in good standing in all material respects according to their terms.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Underwriters (on their own behalf and on behalf of each of the Purchasers) that as at the date hereof: (ia) it is a corporation the Corporation has been duly incorporated and is validly existing in good standing under the laws of its governing jurisdiction, has all requisite power and authority and is duly qualified to carry on its business as now conducted and to own or lease its properties and assets and the State of Delaware, (ii) it Corporation has all requisite corporate power and authority to enter carry out its obligations under this Agreement, the Subscription Agreements, the Warrant Indenture and the Special Warrant Indenture; (b) other than as set forth in Schedule “C”, to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (c) the Corporation does not beneficially own or exercise control or direction over 10% or more of the outstanding voting shares of any company other than the Subsidiaries and, other than as set forth in Schedule “C”, all of the issued and outstanding shares of each of the Subsidiaries are issued as fully paid and non-assessable shares, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever and no person, firm or corporation has any agreement, option, right or privilege (whether present or future, contingent or absolute, pre-emptive or contractual) capable of becoming an agreement, for the purchase from the Corporation or the Subsidiaries of any interest in any of the shares or for the issue or allotment of any unissued shares in the capital of the Subsidiaries or any other security convertible into or exchangeable for any such shares; (d) each Subsidiary has been duly incorporated and perform this Agreement is validly existing under the laws of its governing jurisdiction, has all requisite corporate power and authority and is duly qualified to carry on its business as now conducted and to consummate the transactions contemplated hereby own or lease its properties and to issue the Class A Common Stock in accordance with the terms hereofassets; (e) all consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for (iiii) the execution and delivery of this Agreement by Agreement, the Corporation Subscription Agreements, the Warrant Indenture and the consummation by it of the transactions contemplated hereby Special Warrant Indenture, (including without limitation, ii) the issuance of the Class A Common StockShares and Warrants underlying the Special Warrants and the Warrant Shares, and (iii) have been duly authorized by all necessary corporate action on the part completion of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, have been made or obtained, as applicable, subject to certain specified conditions and exceptions contained in the Exchange Letter and the Corporation filing with the Securities Commissions, within 10 days from the date of the sale of the Special Warrants, a Form 45-106F1 (and, if applicable, a Form 45-106F6) prepared and executed in accordance with Applicable Securities Laws and accompanied by the prescribed fees and fee checklist form, if any, the Corporation filing with the U.S. Securities and Exchange Commission a notice on Form D within 15 days after the first sale of Special Warrants in the United States and all amendments required to be filed as a result of subsequent sales of Special Warrants in the United States, and the Corporation filing within prescribed time periods any notices required to be filed with state securities authorities under applicable blue sky laws in connection with any securities sold pursuant to Rule 506(b) of Regulation D promulgated under the U.S. Securities Act, to the fullest extent applicable; (f) the currently issued and outstanding Common Shares are listed and posted for trading on the Exchange and no order ceasing or suspending trading in any securities of the Corporation or prohibiting the trading of any of the Corporation’s Board of Directors’ power issued securities has been issued and authority and no proceedings for such purpose are pending or, to the extent permitted by lawknowledge of the Corporation, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other threatened; (g) the definitive form of anti-takeover certificate representing the Common Shares is in proper form under the laws of the province of Ontario and regulations” complies with the requirements of the Exchange and does not conflict with the constating documents of the Corporation; (h) the audited financial statements of the Corporation for the fiscal year ended December 31, 2013 and the unaudited interim financial statements of the Corporation for the three month period ended March 31, 2014 (together, the “Financial Statements”) (i) have been prepared in accordance with the requirements of IFRS, consistently applied throughout the periods referred to therein; (ii) present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise) of the Corporation as at such dates and results of operations of the Corporation for the periods then ended; and (iii) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation, and there has been no change in accounting policies or practices of the Corporation since the date of the Financial Statements; (i) the Corporation has not declared or paid any dividends or declared or made any other payments or distributions on or in respect of any jurisdiction that may purport of its shares and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares or agreed to be applicable do so or otherwise effected any return of capital with respect to this Agreement such shares; (j) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or the transactions contemplated hereby withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Takeover Taxes”) due and payable by each of the Corporation and the Subsidiaries have been paid; all tax returns, declarations, remittances and filings required to be filed by each of the Corporation and the Subsidiaries have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading; to the knowledge of the Corporation, no examination of any tax return of the Corporation or any Subsidiary is currently in progress and there are no issues or disputes outstanding with any governmental authority respecting any taxes that have been paid, or may be payable, by the Corporation or any Subsidiary; (k) the auditors of the Corporation who audited the financial statements of the Corporation for the fiscal year ended December 31, 2013 and who provided their audit report thereon are independent public accountants as required under Applicable Securities Laws”), ; (l) there has never been a reportable disagreement (within the meaning of National Instrument 51-102 – Continuous Disclosure) with the present or former auditors of the Corporation; (m) each of the Corporation and the Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences; (n) each of the Corporation and the Subsidiaries has established and maintains “disclosure controls and procedures” and “internal control over financial reporting” which the Board considers reasonable and appropriate in the Corporation’s circumstances and in accordance with the provisions of IFRS; (o) the audit committee of the Corporation is comprised and operates in accordance with the requirements of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators; the majority of the members of the audit committee are “independent” within the meaning of such instrument; (p) as at the Closing Date, except for the Special Warrants and as set forth in Schedule “B” and Schedule “C” to this Agreement Agreement, no holder of outstanding securities of the Corporation will be entitled to any pre-emptive or any similar rights to subscribe for any of the Common Shares or other securities of the Corporation and no rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any shares in the capital of the Corporation are outstanding; (q) other than as set forth in Schedule “C”, no legal or governmental proceedings are pending to which the Corporation or a Subsidiary is a party or to which any of their respective property is subject that would result individually or in the aggregate in a material adverse change in the operation, business or condition of the Corporation or any Subsidiary, and to the knowledge of the Corporation, no such proceedings have been threatened against or are contemplated with respect to the Corporation, a Subsidiary or any of their respective properties; (r) each of the Corporation and the Subsidiaries has conducted and is conducting its business in compliance in all material respects with all applicable laws and regulations of each jurisdiction in which it carries on business (including, without limitation, all applicable federal, provincial, municipal and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body) and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which would have a material adverse effect on the Corporation or any of the Subsidiaries; (s) the Corporation is a reporting issuer under Applicable Securities Laws in each of the provinces of British Columbia, Alberta and Ontario; the Corporation is not in default in any material respect of any requirement of Applicable Securities Laws of the Offering Jurisdictions nor is included in a list of defaulting reporting issuers maintained by the Securities Commissions. In particular, without limiting the foregoing, the Corporation is in compliance at the date hereof with its obligations to make timely disclosure of all material changes relating to it and, other than in respect of material change reports previously filed on a confidential basis and thereafter made public or material change reports previously filed on a confidential basis and in respect of which no material change ever resulted, no such disclosure has been made on a confidential basis and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change statement has not been filed, except to the extent that the Offering constitutes a legalmaterial change; (t) the execution and delivery of each of this Agreement, the Subscription Agreements, the Warrant Indenture and the Special Warrant Indenture and the compliance with all provisions contemplated thereunder, the offering and sale of the Special Warrants and the issuance of the Common Shares and Warrants issuable upon due exercise or deemed exercise of the Special Warrants and the issuance of the Warrant Shares issuable upon due exercise of the Warrants does not and will not: (i) require the consent, approval, authorization, registration or qualification of or with any governmental authority, stock exchange, securities regulatory authority or other third party, except: (i) such as have been obtained; or (ii) such as are set out in the Exchange Letter; (ii) result in a breach of or default under, nor create a state of facts which, after notice or lapse of time or both, would result in a breach of or default under, nor conflict with: (1) any of the terms, conditions or provisions of the constating documents or resolutions of the shareholders, directors or any committee of directors of the Corporation or any Subsidiary; (2) any statute, rule, regulation or law applicable to the Corporation or any Subsidiary, including, without limitation, Applicable Securities Laws of the Offering Jurisdictions, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Corporation or any Subsidiary; or (3) any Material Agreement; and/or (iii) give rise to any lien, charge or claim in or with respect to the properties or assets now owned or hereafter acquired by the Corporation or any Subsidiary or the acceleration of or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting the Corporation or any Subsidiary or any of their respective properties; (u) upon the execution and delivery thereof, each of this Agreement, the Subscription Agreements, the Warrant Indenture and the Special Warrant Indenture shall constitute a valid and binding obligation of the Corporation and each shall be enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar moratorium and other laws relating to or limiting creditors’ affecting the rights generallyof creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law; (v) at the executionTime of Closing, delivery and performance of this Agreement all necessary corporate action will have been taken by the Corporation to: (a) validly create, authorize and issue the Special Warrants; (b) validly create, authorize and issue the Warrants underlying the Special Warrants; and (c) allot, reserve and authorize the issuance of the Common Shares underlying the Special Warrants and the consummation Warrant Shares as fully paid and non-assessable securities in the capital of the Corporation upon the due exercise of the Special Warrants and the Warrants, as the case may be; (w) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of the close of business on June 4, 2014, 23,414,271 Common Shares are issued and outstanding; (x) all information which has been prepared by the Corporation relating to the Corporation and its business, property and liabilities and either publicly disclosed or provided in writing to the Underwriters, including the Disclosure Documents and all financial, marketing, sales and operational information provided to the Underwriters are, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information misleading; (y) the Corporation has, and to the knowledge of the Corporation, the directors and officers of the Corporation have in all material respects answered every question or inquiry of the Underwriters and their counsel in connection with the Underwriters’ due diligence investigations fully and truthfully; (z) the Corporation intends to use a minimum of $5.0 million of the proceeds of the Offering to advance to Overland as an interim financing loan and the balance for working capital purposes; (aa) except as contemplated hereby (including any selling agent retained by the Underwriters pursuant to Section 2(b)), there is no person acting or purporting to act at the request of the Corporation, who is entitled to any brokerage or agency fee in connection with the transactions contemplated hereby will not herein; (Abb) result in a violation of the Certificate of Incorporation of all disclosure filings required to be made by the Corporation or pursuant to Applicable Securities Laws have been made and such disclosure and filings were true and accurate as at the Bylaws of respective dates thereof and the Corporation or has not filed any confidential material change reports; (Bcc) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a partynot aware of any legislation, or proposed legislation (C) result in published by a violation of any law, rule, regulation, order, judgment or decree applicable to legislative body having jurisdiction over the Corporation or by which any property or asset operations of the Corporation is bound or affectedbusiness carried on by the Corporation), except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on which it anticipates will materially and adversely affect the Corporation or its business, financial condition or results of affairs, operations., assets, liabili

Representations and Warranties of the Corporation. The Corporation represents and warrants that that: (ia) it It is a duly organized and existing corporation duly incorporated and is existing in good standing under the laws of the State of DelawareDelaware and is duly qualified as a foreign corporation to transact business and is in good standing under the laws of the State. The Corporation is not in violation of any provision of its Certificate of Incorporation, as amended, or its By-laws. (iib) it It has all requisite the corporate power and authority to enter into this Loan Agreement and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, its agreements hereunder. (iiic) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been It has duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Loan Agreement. (d) Neither the execution or delivery of this Loan Agreement by the Corporation and or the consummation by the Corporation of the transactions contemplated hereby herein, nor the fulfillment of or compliance with the terms hereof will not (A) conflict with or result in a violation breach of any of the Certificate of Incorporation of the Corporation terms or the Bylaws of the Corporation or (B) conflict withprovisions of, or constitute a material default (or an event which with notice or lapse of time or both would become a default) under, the Corporation's Certificate of Incorporation, its By-laws, or give to others any rights material indenture, mortgage, deed of termination, amendment, acceleration trust or cancellation of, any agreement, indenture other agreement or instrument to which the Corporation is now a partyparty or by which it is bound. (e) The Corporation has complete and lawful authority to acquire and to operate the Project and has received all governmental permits necessary therefor, required as of this date, and will obtain, if and when required, all necessary governmental and administrative approvals and permits required in the future in connection with the construction and operation of the Project. (i) Ninety percent or more of the proceeds of the Notes (after deducting amounts used to pay expenses of issuing such Notes) have been used to pay those items of the Cost of the Project, or portions thereof, which constitute costs of acquisition or improvement of land or costs of acquisition, construction, reconstruction or improvement of property of a character subject to the allowance for depreciation within the meaning of Section 103(b)(6)(A) of the Code and the Tax Regulations and (Cii) result ninety percent or more of the proceeds of the Bonds (after deducting amounts used to pay expenses of issuing such Bonds) will be used to pay or provide for the payment of the principal of and premium, if any, and interest on the Notes. (g) As of the date of issuance of the Bonds, the sum of (i) the face amount of all bonds issued under Section 103(b)(6) of the Code, other than the Bonds and the Notes, theretofore issued and presently outstanding with respect to facilities located in a violation the City, or with respect to facilities integrated with or continguous to such facilities, the principal user of any law, rule, regulation, order, judgment which is or decree applicable to will be the Corporation or by which any property one or asset more related persons (as defined in Section 103(b)(6)(C) of the Code), (ii) the aggregate amount of "capital expenditures" (within the meaning of Section 103(b)(6)(D) of the Code) with regard to such facilities paid or incurred during the period beginning three years before the date of the issuance of the Notes (and financed otherwise than out of the proceeds of the Bonds described in clauses (i) and (iii) of this paragraph (g)), and (iii) the aggregate authorized face amount of the Bonds, is less than $10,000,000. (h) It presently intends to operate the Project, or cause the Project to be operated, as a warehousing and manufacturing facility, or as otherwise permitted by the Act through the expiration of the term of this Loan Agreement. (i) The Project is of the type authorized and permitted by the Act and the estimated Cost of the Project determined in accordance with generally accepted accounting principles exceeds $9,500,000. Subsequent to issuance of the Bonds and the application of the proceeds thereof pursuant to the provisions of the Trust Indenture, the Corporation shall have sufficient funds available to deposit with the Notes Trustee the amounts required to pay the outstanding principal of and premium, if any, and interest on the Notes. (j) The Project will be located at all times during the time the loan hereunder is bound outstanding within the Issuer's corporate boundaries as in existence on the date hereof and the Project has been acquired and constructed by the Corporation as an industrial development facility in accordance with the provisions of the Act. (k) All necessary authorizations, approvals, consents and other orders of any governmental authority or affectedagency for the execution and delivery by the Corporation of this Loan Agreement have been obtained and are in full force and effect. (1) Construction of the Project began after February 1980, except the date on which official action was taken by the Issuer with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results issuance of operationsthe Notes.

Representations and Warranties of the Corporation. 6.1 The Corporation represents and warrants to the Agent that each of the following representations and warranties is true and correct on the date of this Agreement and acknowledges that each of them is relying upon such representations and warranties in connection with the transactions contemplated by this Agreement: (ia) it is a corporation the Corporation and each Subsidiary has been duly incorporated incorporated, amalgamated or organized and is validly existing in good standing under the laws Laws of the State of Delawarejurisdiction in which it was incorporated, amalgamated or organized, as the case may be, has all requisite corporate power and authority and is duly qualified to carry on its Business as now conducted, and as described in the Prospectus, and to own, lease or operate its properties and assets and no steps or proceedings have been taken by the Corporation or any Subsidiary or by any Person, voluntary or otherwise, requiring or authorizing its dissolution, liquidation or winding-up; (iib) it the Corporation has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, carry out its obligations hereunder; (iiic) the execution and delivery of this Agreement has been duly authorized, executed and delivered by the Corporation and upon such execution and delivery by the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement Corporation constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar moratorium and other laws relating to or limiting creditors’ affecting the rights generallyof creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable Law; (d) following the completion of the NFL Acquisition and immediately prior to the Closing Time, the Corporation has authorized share capital consisting of an unlimited number of Common Shares, of which an aggregate of 14,653,208 Common Shares are issued and outstanding; and an unlimited number of Class “A” common shares (the "Proportionate Voting Shares"), 273,468.05 of which are issued and outstanding and that the Corporation has no other class of shares; (e) other than as described in the Offering Documents, no person, firm, corporation or other entity has, or will have at the Closing Time, an agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option or other conversion right (each a "Convertible Security"), for the purchase from the Corporation or the Subsidiaries of any unissued Common Shares or Proportionate Voting Shares of the Corporation or the Subsidiaries or any right to convert any obligation into or exchange any shares of the Corporation or any Subsidiaries, or for the purchase or acquisition of the assets or property of any kind of the Corporation or its Subsidiaries; (f) Common Shares or Proportionate Voting Shares issuable upon exercise or conversion of any outstanding Convertible Securities described in the Final Prospectus have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the applicable purchase price therefor or conversion in accordance with the terms of such Convertible Securities, will be validly issued as fully paid and non- assessable Common Shares of the Corporation and will not be issued in violation of the pre-emptive or similar rights of any securityholder of the Corporation. All statements in the Final Prospectus describing the Common Shares and any Convertible Securities are accurate in all material respects; (g) no act or proceeding has been taken by or against the Corporation in connection with its liquidation, winding-up or bankruptcy, or, to its knowledge, are pending; (h) the Corporation's only subsidiaries are listed in Schedule "A" hereto, which schedule is true, complete and accurate in all respects. Each Subsidiary is formed, organized and existing under the laws of the jurisdiction set out in Schedule "A", is current and up-to-date with all material filings required to be made and has all requisite corporate power and capacity to own, lease and operate its properties and assets, including its Business Assets, and to conduct its Business as is now carried on by it, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required in all material respects; (i) all of the issued and outstanding shares in the capital of the Subsidiaries have been duly authorized and validly issued, are fully paid and, except as set out in Schedule "A", are directly or indirectly beneficially owned by the Corporation. All of the issued and outstanding shares in the capital of the Subsidiaries owned by the Corporation are owned free and clear of any Liens, and none of the outstanding securities of the Subsidiaries were issued in violation of the pre-emptive or similar rights of any security holder of the Subsidiaries. There exist no options, warrants, purchase rights, or other contracts or commitments that could require the Corporation to sell, transfer or otherwise dispose of any securities of the Subsidiaries; (j) (i) there has not been any material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the Condition of the Corporation or any Subsidiary, (ii) there have been no transactions entered into by the Corporation or any Subsidiary which are material with respect to the Corporation or any Subsidiary, as applicable, other than those in the ordinary course of business, and (viii) there has been no dividend or distribution of any kind declared, paid or made by the Corporation or any Subsidiary on any class of its respective shares; (k) the form of Compensation Option Certificate respecting the Compensation Options has been approved and adopted by the Board of Directors and does not conflict with any applicable Law and complies with the rules and regulations of the CSE; (l) all of the issued and outstanding Common Shares and Proportionate Voting Shares of, or other equity interests in, the Corporation have been duly and validly authorized and issued, are fully paid and non-assessable, and are free and clear of any Liens; (m) the Offered Shares, at or prior to the Closing Time, the Agent's Commission Shares and the Corporate Finance Fee Shares, at or prior to the Closing Time, and the Compensation Shares, upon the exercise of the Compensation Options, shall be duly and validly authorized for issuance and sale pursuant to this Agreement and when issued and delivered by the Corporation pursuant to this Agreement, against payment of the consideration therefor, will be validly issued as fully paid and non-assessable Common Shares and will not be issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Corporation; (n) the Compensation Options have been duly authorized for issuance pursuant to this Agreement and the Compensation Option Certificate and the maximum number of Compensation Shares issuable upon due exercise of the Compensation Options have been duly authorized for issuance upon due exercise of such Compensation Options and, when so issued, will be validly issued, fully paid and non-assessable. Such Compensation Shares, upon due exercise of any Compensation Options, will not be issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Corporation; (o) all necessary corporate action has been taken by the Corporation (i) to authorize the execution, delivery and performance of this Agreement and the Compensation Option Certificate, (ii) to authorize the execution and filing, as applicable, of the Offering Documents, (iii) to validly issue and sell the Offered Shares; (iv) to validly issue the Agent's Commission Shares and the Corporate Finance Fee Shares as fully paid and non- assessable Common Shares, (v) to validly issue the Compensation Options, and (vi) to validly issue the Compensation Shares upon due exercise of the Compensation Options, as fully paid and non-assessable Common Shares. (p) this Agreement and the Compensation Option Certificate have been duly authorized, executed and delivered by the Corporation and each of this Agreement and the Compensation Option Certificate constitute a valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except (i) as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the rights of creditors generally, (ii) as limited by the application of equitable principles when equitable remedies are sought, (iii) that rights to indemnity and contribution may be limited under applicable Law, and (iv) that provisions that attempt to sever any provision which is prohibited or unenforceable under applicable Law without affecting the enforceability or validity of the remainder of the agreement would be determined only in the discretion of the court; (q) the execution, delivery and performance by the Corporation of this Agreement and the Compensation Option Certificate, as applicable, and the fulfilment of the terms of such documents by the Corporation and the consummation issuance, sale and delivery of the Offered Shares to be issued and sold by the Corporation, the issuance and delivery of the Compensation Options to be issued by the Corporation, and the issuance and delivery of the Agent's Commission Shares and the Corporate Finance Fee Shares to be issued by the Corporation does not require the consent, approval, Authorization, registration or qualification of or with any court, Governmental Body or other third party, except: (i) those which have been obtained (or will be obtained prior to the Closing Time), or (ii) those as may be required (and will be obtained prior to the Closing Time) under applicable Canadian Securities Laws; (r) the issuance and delivery of the Offered Shares pursuant to this Agreement is not subject to any pre-emptive right in favour of any person that has not been complied with or waived; on the issuance thereof, the Offered Shares will not be subject to any right of first refusal, or similar right in favour of any person, that is imposed under any contract, agreement or understanding to which the Corporation or any Subsidiary is a party; (s) the Corporation has devised and maintained, or will devise and maintain upon Closing, by which it will be required to do so under applicable Canadian Securities Laws, a system of disclosure controls and procedures designed to ensure that information required to be disclosed by it under applicable Canadian Securities Laws will be recorded, processed, summarized and reported within the time periods specified in the applicable Canadian Securities Laws. Such disclosure controls and procedures will include controls and procedures designed to ensure that information required to be disclosed will be accumulated and communicated to the management of the Corporation, including one of the chief executive officers and the chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and such disclosure controls and procedures are and will be effective; (t) other than as disclosed in the Final Prospectus, no person (except for the Agent hereunder) has an agreement (oral or written) or option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement for the subscription or issuance by Corporation of any unissued shares of the Corporation or any Subsidiary, or for the purchase or acquisition, outside of the ordinary course of business, of any of the Business Assets or material property of any kind of the Corporation or any Subsidiary; (u) upon the completion of the transactions contemplated hereby hereunder, any shareholders agreement or similar agreement to which the Corporation or any Subsidiary is a party or under which it is bound will not be terminated or will automatically (Abased on the terms thereof) result in a violation of expire (except for lock-up, confidentiality and other provisions for the Certificate of Incorporation benefit of the Corporation or any Subsidiary that, by their terms, survive termination or expiry); (v) except for contracts, agreements or understandings expired in accordance with their terms prior to the Bylaws date of this Agreement, there are no contracts, agreements or understandings between the Corporation or any Subsidiary and any person granting such person the right to require the Corporation or any Subsidiary to file a registration statement under the U.S. Securities Act or to file a prospectus under Canadian Securities Laws with respect to any securities of the Corporation or any Subsidiary owned or to be owned by such person or to require the Corporation or any Subsidiary to include such securities in the Offering to which the Final Prospectus relates; (Bw) neither the Corporation nor any Subsidiaries is, or has received notice that it is, in violation or default of, nor will the execution and delivery of this Agreement, the Compensation Option Certificate, the Offering Documents or the documents effecting the Reorganization, and the performance by the Corporation or any Subsidiary of its obligations hereunder and thereunder, including the issuance, sale and delivery of the Offered Shares and the issuance and delivery of the Agent's Commission Shares, Compensation Options and the Corporate Finance Fee Shares will not result in a breach or violation of, or be in conflict with, or constitute a default (under, or an event create a state of facts which with after notice or lapse of time time, or both both, would become constitute a default) default under, or give to others result in the imposition of any rights Lien upon any property or assets of terminationthe Corporation or any Subsidiary, amendmentincluding the Business Assets, acceleration pursuant to: (i) any of the terms, conditions or cancellation ofprovisions of the articles of the Corporation or any Subsidiary, or any agreementresolution of its directors or shareholders; (ii) any mortgage, indenture note, indenture, contract, agreement (written or instrument oral), instrument, lease or other document to which the Corporation or any Subsidiary is a party, party or by which it is bound; (Ciii) result in a violation of any law, rule, regulation, order, judgment or decree Law applicable to the Corporation or by which any property Subsidiary; (iv) any judgement, decree, order or asset award of any court, Governmental Body or arbitrator having jurisdiction over any of the Corporation is bound or affectedany Subsidiary; or (v) any agreement, except with respect license or Authorization necessary for the conduct of their businesses, to clauses (B) or (C) for which any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on of the Corporation or its businessany Subsidiary is party or bound or to which any of the Business, financial condition operations, property or results assets of operations.the Corporation or any Subsidiary is subject; (x) the attributes of the Offered Shares will be consistent in all material respects with the description thereof in the Offering Documents; (y) neither the Corporation nor any Subsidiary is in violation of any Laws, in any material respect; (z) the Corporation acknowledges that the Business is subject to restrictions, requirements and prohibitions under applicable Laws in force (including the FDA, the FDR, the FALCPA, the Criminal Code, any applicable anti-money laundering statute), which may change from time to time. The Corporation and each Subsidiary has obtained, is in compliance with, has complied with, will continue to comply with or will have complied with, in all material respects with all applicable Laws, including all Authorizations, prior to the Closing Time in connection with the Offering. All Authorizations issued to date are valid and in full force and effect and neither the Corporation nor any Subsidiary has received any correspondence or notice from the offices of Health Canada or any Governmental Body alleging or asserting material non-compliance with any applicable Law or Authorization. Neither the Corporation nor any Subsidiary has received any notice of proceedings or actions relating to the revocation, suspension, limitation or modification of any Authorizations or any notice advising of the refusal to grant any Authorization that has been applied for or is in process of being granted under applicable Laws including the FDA, the FDR and the FALCPA, and has no knowledge or reason to believe

Representations and Warranties of the Corporation. The Corporation represents and warrants that to the Auction Agent that: (ia) it the Corporation is a corporation duly incorporated organized and is existing business Corporation in good standing under the laws of the State of Delaware, (ii) it its incorporation and has full corporate power or all requisite corporate power to execute and authority to enter into and perform this deliver the Agreement and to consummate the transactions contemplated hereby authorize, create and to issue the Class A Common Stock Preferred Shares, and the Preferred Shares when issued, will be duly authorized, validly issued, fully paid and nonassessable; (b) the Agreement has been duly and validly authorized, executed and delivered by the Corporation and constitutes the legal, valid and binding obligation of the Corporation; (c) the form of the certificate evidencing the Preferred Shares complies or will comply with all applicable laws of the State of its incorporation; (d) when issued, the Preferred Shares will have been duly registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in accordance connection with the terms hereof, execution and delivery of this Agreement or will have been required in connection with the issuance of Preferred Shares; (iiie) the execution and delivery of this Agreement by the Corporation and the consummation by it issuance and delivery of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but Preferred Shares do not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) conflict with, violate or result in a violation of breach of, the Certificate of Incorporation of the Corporation terms, conditions or the Bylaws of the Corporation or (B) conflict withprovisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, the Articles of Amendment and Restatement (as amended) or give to others any rights the By-Laws of termination, amendment, acceleration or cancellation ofthe Corporation, any agreementlaw or regulation, indenture any order or instrument decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Corporation is a partyparty or by which it is bound the effect of which conflict, violation, default or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable breach would be material to the Corporation or by which any property the Corporation and its subsidiaries taken as a whole; and (f) no taxes are payable upon or asset in respect of the Corporation is bound execution of this Agreement or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results issuance of operationsthe Preferred Shares.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Agents that as at the date hereof: (ia) it is a corporation the Corporation has been duly incorporated incorporated, continued or amalgamated and is validly existing in good standing under the laws of its governing jurisdiction, has all requisite power and authority and is duly qualified to carry on its business as now conducted and to own or lease its properties and assets and the State of Delaware, (ii) it Corporation has all requisite corporate power and authority to enter into carry out its obligations under this Agreement, the Warrant Indenture (upon execution and perform delivery thereof), the Compensation Option Certificates (upon execution and delivery thereof) and any other document, filing, instrument or agreement delivered in connection with the Offering, and to carry out its obligations hereunder and thereunder; (b) no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation to which the Corporation is a party or of which the Corporation has knowledge; (c) Except for the subsidiaries set forth in Schedule “A” to this Agreement (the “Subsidiaries”) the Corporation does not beneficially own, or exercise control or direction over, 10% or more of the outstanding voting shares of any company;‌ (d) each Subsidiary: (i) has been duly incorporated, amalgamated, continued or organized and is validly existing as a company in good standing under the laws of its jurisdiction of incorporation, amalgamation, continuation or organization; (ii) has the corporate power, capacity and authority to own, lease and operate its property and assets, to conduct its business as now conducted and as currently proposed to be conducted and to consummate carry out the transactions contemplated hereby provisions hereof and to issue the Class A Common Stock in accordance with the terms hereofno steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up; and (iii) where required, has been duly qualified as a foreign corporation for the transaction of business and is in good standing under Applicable Laws of each other jurisdiction in which it owns or leases property, or conducts any business and is not precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document and is current and up-to-date with all material filings required to be made; (e) all consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for the execution and delivery of this Agreement by and the Corporation sale of the Offered Units, and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, have been made or obtained or will be obtained prior to the fullest extent of the Corporation’s Board of Directors’ power and authority and Initial Closing Date, as applicable, subject only to the extent permitted by lawStandard Listing Conditions; (f) upon the execution and delivery thereof, each of this Agreement, the Warrant Indenture, the Warrant Certificates and the Compensation Option Certificates shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes constitute a legal, valid and binding obligation of the Corporation and each shall be enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar moratorium and other laws relating to or limiting creditors’ affecting the rights generallyof creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by Applicable Laws; (g) the currently issued and outstanding Common Shares are listed and posted for trading on the Exchange and no order ceasing or suspending trading in the Common Shares or prohibiting the trading of any of the Common Shares has been issued and no proceedings for such purpose are pending or, to the knowledge of the Corporation, threatened; (h) the definitive form of certificate representing the Common Shares complies with the requirements of the Business Corporations Act (British Columbia), complies with the requirements of the Exchange and does not conflict with the constating documents of the Corporation; (i) the Financial Statements: (i) have been prepared in accordance with international financial reporting standards in Canada consistently applied throughout the period referred to therein; (ii) contain no misrepresentation and present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise) of the Corporation as at such dates and results of operations of the Corporation for the periods then ended; and (iii) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation, and there has been no change in accounting policies or practices of the Corporation since June 30, 2020; (j) the Corporation has not declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of the Common Shares and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its securities or agreed to do so or otherwise effected any return of capital with respect to such securities; (k) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid except where the failure to pay such taxes would not have a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where such failure would not have a Material Adverse Effect. The Corporation has not received any written notice regarding examination of any tax return of the Corporation currently in progress and the Corporation has no knowledge of any facts that could give rise to any such examination and there are no issues or disputes outstanding with any governmental authority respecting any Taxes that have been paid, or may be payable, by the Corporation except where such examinations would not have a Material Adverse Effect;‌ (l) the Corporation’s Auditors, which are the auditors who audited the Annual Financial Statements and who provided their audit report thereon, are independent public accountants under Applicable Securities Laws of the Canadian Selling Jurisdictions and there has never been a “reportable disagreement” (within the meaning of NI 51-102) between the Corporation and the Corporation’s Auditors; (m) the Corporation maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with international financial reporting standards and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences; (n) the Corporation is in compliance with the certification requirements contained in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators with respect to the Corporation’s annual and interim filings with Canadian Securities Regulators; (o) the audit committee of the Corporation is comprised and operates in accordance with the requirements of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators; (p) except for the Warrants, the Option Warrants, the Compensation Options and securities described in the Disclosure Record, no holder of outstanding securities of the Corporation will be entitled to any pre-emptive or any similar rights to subscribe for any of the Common Shares or other securities of the Corporation, and no rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any shares in the capital of the Corporation are outstanding; (q) all information which has been prepared by the Corporation relating to the Corporation and its business, properties and liabilities that is or has been publicly disclosed or otherwise provided to the Agents or their counsel, including any investor or corporate presentations posted on the Corporation’s website, and all financial, marketing, sales and operational information, is, as of the date of such information, true and correct in all material respects, contains no misrepresentation and no fact or facts have been omitted therefrom which would make such information misleading; (r) except as disclosed in the Offering Documents, the Corporation has not approved, has not entered into any agreement in respect of, and to the knowledge of the Corporation there are no facts or circumstances in respect of: (i) the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by the Corporation whether by asset sale, transfer of shares or otherwise; (ii) the issuance of any securities of the Corporation or a right of first refusal with respect to the issuance by the Corporation of any securities; (iii) any change in control of the Corporation (whether by sale, transfer or other disposition of shares or sale, transfer, lease or other disposition of all or substantially all of the property and assets of the Corporation); (iv) a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of the Corporation; or (v) an agreement in force or having the effect of which in any manner affects or will affect the voting or control of any of the securities of the Corporation; (s) no legal or governmental proceedings are pending to which the Corporation is a party or to which its property is subject that would result individually or in the aggregate in a Material Adverse Effect and, to the knowledge of the Corporation, no such proceedings have been threatened against, or are contemplated with respect to, the Corporation or its properties; (t) the Corporation is the legal and beneficial owner, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, of the interests in personal property referred to as owned by it in the Prospectus, and all material agreements under which the Corporation holds an interest in personal property are in good standing according to their terms; (u) the minute books and records of the Corporation made available to counsel for the Agents in connection with its due diligence investigations of the Corporation are all of the minute books and records of the Corporation and contain copies of all material proceedings of the shareholders, the board of directors and all committees of the board of directors of the Corporation to the date of review of such corporate records and minute books, and there have been no other meetings, resolutions or proceedings of the shareholders, board of directors or any committees of the board of directors of the Corporation not reflected in such minute books and other records; (v) the executionCorporation is, delivery and performance will be at the Closing Time and Agents’ Option Closing Time, an Eligible Issuer and a reporting issuer under Applicable Securities Laws in the Canadian Selling Jurisdictions, and the Corporation is not in default in any material respect of this Agreement any requirement of Applicable Securities Laws and the Corporation is not included in a list of defaulting reporting issuers maintained by the Corporation and applicable Securities Regulators. In particular, without limiting the consummation by foregoing, the Corporation is in compliance at the date hereof with its obligations to make timely disclosure of all material changes relating to it and, since January 1, 2019, no such disclosure has been made on a confidential basis and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed, except to the extent that the Offering and the transactions contemplated hereby thereunder may constitute a material change; (w) on June 7, 2021, the Corporation filed the amended and restated preliminary short form prospectus of the Corporation in each of the Canadian Selling Jurisdictions and obtained, pursuant to the Passport System, a receipt or deemed receipt dated June 8, 2021 from the British Columbia Securities Commission, as principal regulator, on behalf of the Canadian Securities Regulators for such prospectus; (x) the execution and delivery of each of this Agreement, the Warrant Indenture, the Warrant Certificates and the Compensation Option Certificates and the compliance with all provisions contemplated thereunder, the Offering and sale of the Qualified Securities and the issuance of the Qualified Securities and the Compensation Options does not and will not not: (i) require the consent, approval, authorization, registration or qualification of or with any governmental authority, stock exchange, securities regulatory authority or other third party (in each case in the Selling Jurisdictions), except: (A) such as have been obtained; or (B) such as may be required and will be obtained by the Closing Time on the Initial Closing Date; (ii) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict withbreach of, or constitute default under, nor create a default (or an event which with state of facts which, after notice or lapse of time or both both, would become result in a default) breach of or default under, nor conflict with: (A) any of the terms, conditions or provisions of the constating documents or resolutions of the shareholders, board of directors or any committee of the board of directors of the Corporation; (B) any Applicable Law applicable to the Corporation, including the Applicable Securities Laws, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Corporation; or (C) any Material Agreement; or (iii) give rise to others any rights lien, charge or claim in or with respect to the properties or assets now owned or hereafter acquired by the Corporation or the acceleration of terminationor the maturity of any debt under any indenture, amendmentmortgage, acceleration or cancellation oflease, any agreement, indenture agreement or instrument binding or affecting the Corporation or any of its properties; (y) the authorized capital of the Corporation consists of an unlimited number of Common Shares of which, as of the close of business on June 25, 2021, 325,504,273 Common Shares are issued and outstanding as fully paid and non-assessable; (z) other than as contemplated hereby or as otherwise disclosed to the Agents, there is no person acting or purporting to act at the request or on behalf of the Corporation that is entitled to any brokerage or finder’s fee in connection with the Offering; (aa) all material disclosure filings required to be made by the Corporation pursuant to Applicable Securities Laws of the Canadian Selling Jurisdictions from January 1, 2019 have been made and such disclosure and filings contained no material misrepresentation as at the respective dates thereof; (bb) all forward-looking information and statements of the Corporation contained in the Prospectus and the assumptions underlying such information and statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of opinion, intention and expectation, as at the time they were or will be made, were or will be made or based on assumptions that are reasonable; (cc) the statistical, industry and market related data included in the Prospectus are derived from sources which the Corporation is a partyreasonably believes to be accurate, or (C) result reasonable and reliable, and such data agrees in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a all material adverse effect on the Corporation or its business, financial condition or results of operations.respects wit

Representations and Warranties of the Corporation. The Corporation represents hereby represents, warrants and warrants that agrees as follows: (ia) it The Corporation is a corporation duly incorporated organized, validly existing and is existing in good standing under the laws of the State of Delaware, (ii) it . The Company has all requisite corporate power and authority to carry on its business as proposed to be conducted. (b) The Corporation has full legal power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby carry out and to issue the Class A Common Stock in accordance with the terms hereofperform its obligations hereunder. The execution, (iii) the execution delivery and delivery performance by Corporation of this Agreement by the Corporation and the consummation by it of the transactions as contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized and approved by all necessary corporate action on action. This Agreement has been duly authorized, executed and delivered by the part of Corporation and, assuming due authorization, execution and delivery by the Corporationother party hereto, including but not limited to all actions necessary to ensure that constitutes the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement enforceability may be limited by equitable principles or by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, or moratorium and other similar laws relating to or limiting creditors’ affecting creditor’s rights generallygenerally and to general equitable principles. *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (c) The execution and (v) the execution, delivery and performance of this Agreement by the Corporation and Agreement, the consummation by the Corporation of the transactions contemplated hereby and the performance of the Corporation’s obligations hereunder will not (A) conflict with, or result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse after passage of time or both notice, or both, would become constitute a default) under, any provision of any governing instrument applicable to the Corporation or give to others any rights of termination, amendment, acceleration other agreement or cancellation of, any agreement, indenture or other instrument to which the Corporation is a partyparty or by which the Corporation or any of its properties are bound, or (C) result in a violation of any lawforeign or domestic permit, rulefranchise, regulationjudgment, orderdecree, judgment stature, rule or decree regulation applicable to the Corporation or by which any property the Corporation’s business or asset properties. [Remainder of the Corporation is bound or affectedpage intentionally left blank.] *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, except with respect to clauses (B) or (C) for any conflictsMARKED BY [***], defaultsHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operationsAS AMENDED.

Representations and Warranties of the Corporation. The Corporation represents represents, warrants and warrants that covenants to, and agrees with, each of the Shareholders as follows: (ia) it The Corporation is a corporation an entity duly incorporated organized, validly existing and is existing in good standing under the laws of the State jurisdiction of Delaware, (ii) it has all its organization with the requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of by this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby otherwise to carry out its obligations hereunder. (including without limitation, the issuance of the Class A Common Stockb) have This Agreement has been duly authorized executed and delivered by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that and constitutes the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation obligations of the Corporation Corporation, enforceable against the Corporation in accordance with its terms, except as enforcement such enforceability may be limited by equitable general principles of equity or by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to to, or limiting affecting generally, the enforcement of applicable creditors’ rights generally, and remedies. (vc) the The execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (Ai) result in a violation of the Certificate of Incorporation constating documents of the Corporation or the Bylaws of the Corporation or Corporation; (Bii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, ; or (Ciii) result in a violation of any law, rule, regulation, order, judgment or decree (including any applicable securities legislation of each of the provinces and territories of Canada, and the rules, regulations, instruments, notices, blanket orders and policies published and/or promulgated thereunder, as such may be amended from time to time (“Applicable Canadian Securities Laws”)) and the rules and regulations of the NASDAQ Global Market (“NASDAQ”) applicable to the Corporation or by which any property or asset and, for greater certainty, will be conducted, to the extent applicable, in compliance with Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions and National Instrument 62-104 – Take-Over Bids and Issuer Bids (“NI 62-104”). (d) Upon filing the Articles of Amendment with the Director of Industry Canada, the Corporation will be authorized to issue an unlimited number of Preferred Shares. (e) The Corporation will cause to be taken all necessary corporate action to allot and reserve for issuance the Common Shares to be issuable upon conversion of the Corporation Preferred Shares without regard to the Beneficial Ownership Limitation (as such term is bound defined in the Series 1 Preferred Share Rights). (f) Neither the Corporation, nor any of its affiliates (as such term is defined under United States federal and applicable state securities laws ), nor any person acting on its or affectedtheir behalf, except with respect has paid or given, or agreed to clauses pay or give, directly or indirectly, any commission or other remuneration (Bwithin the meaning of Section 3(a)(9) or of the 1933 Act and the rules and regulations of the United States Securities and Exchange Commission (Cthe “SEC”) promulgated thereunder) for soliciting the Exchange. (g) As at the date hereof the Common Shares do not derive, and at no time during the 60-month period preceding the date hereof have the Common Shares derived, more than 50% of their fair market value directly or indirectly from one or any conflictscombination of real or immovable property situated in Canada, defaultsCanadian resource properties, accelerationstimber resource properties or options in respect of, terminationsor interest in, cancellations or violationscivil law rights in, that would any of the foregoing types of property, whether or not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results property exists (as each such term is interpreted for the purposes of operationsthe definition of “taxable Canadian property” in the Income Tax Act (Canada)).

Representations and Warranties of the Corporation. 7.1 Each certificate required to be provided in accordance with the terms of this Agreement, signed by the designated officers of the Corporation acting on behalf of the Corporation (namely any of the President and Chief Executive Officer of the Corporation or the Chief Financial Officer of the Corporation, hereinafter collectively referred to as the “Designated Signatories”) and delivered to the Agent or the Agent’s counsel, will constitute a representation and warranty by the Corporation to the Agent that the facts and statements therein are true and correct and contain no misrepresentations. 7.2 The Corporation represents and warrants to the Agent and acknowledges that the Agent is relying upon the following representations and warranties in entering into this Agreement: 7.2.1 The Corporation is, and will be at the Closing Time, a reporting issuer or the equivalent, eligible to file a short form prospectus under NI 44-101 and not in default of any requirement under the Securities Laws. In particular, without limiting the foregoing, no material change relating to the Corporation has occurred (iexcept the offering contemplated hereby to the extent it constitutes a material change) it with respect to which the requisite material change report has not been publicly filed. 7.2.2 The Corporation is a valid and subsisting corporation duly incorporated incorporated, established, continued or amalgamated and is existing in good standing under the laws of its jurisdiction of incorporation, establishment, continuation or amalgamation and has all requisite corporate power and authority to carry on its business as now conducted or proposed to be conducted and to own or lease and operate the State of Delaware, (ii) it property and assets thereof and the Corporation has all requisite corporate power and authority to enter into into, execute and perform deliver this Agreement and to consummate the transactions contemplated hereby Warrant Indenture and to issue carry out its obligations thereunder. 7.2.3 The Corporation is authorized to issue, among other things, an unlimited number of Common Shares, of which, as at the Class A close of business on March 27, 2014, 136,833,574 Common Stock Shares were issued and outstanding as fully paid shares. 7.2.4 As of December 31, 2013, the Corporation has no direct or indirect subsidiaries nor any equity or joint venture interest nor any investment or proposed investment in accordance any Person which, as of the date hereof, accounted for, or which is expected to account for more than 5% of the assets or revenues of the Corporation or would otherwise be material to the business and affairs of the Corporation. 7.2.5 The Common Shares are listed on the Exchange and the Corporation is not in default in any of the continued listing requirements of the Exchange applicable to the Common Shares. 7.2.6 The Corporation is a reporting issuer or the equivalent in the Qualifying Jurisdictions and is not included in any list of issuers in default maintained by the Securities Authorities. 7.2.7 All information and statements (except information and statements furnished by or relating solely to the Agent) contained in the Prospectus and any Prospectus Amendment, as of the applicable filing date, (i) do and will constitute full, true and plain disclosure of all material facts relating to the Corporation and the Units, as the case may be, and (ii) do not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or which is necessary to make any statements or information contained therein not misleading in light of the circumstances in which they were made; with respect to purchasers of Units resident in the Province of Québec, such documents do not and will not contain any misrepresentation within the meaning of the Securities Act (Québec) and the regulations respecting securities adopted pursuant thereto likely to affect the value or the market price of the Units; except where adequate relief has been obtained or will be obtained from the competent regulatory authorities, the Prospectus and any Prospectus Amendment will as of their respective dates, comply fully with the terms hereofrequirements of the Securities Laws including NI 44-101 and NI 44-102; and the delivery or deliveries of such documents shall constitute the consent of the Corporation to the Agent and the other investment dealers and brokers (which are part of any banking, selling or other group formed by the Agent) to the use of the Prospectus and any Prospectus Amendment in connection with the distribution of the Units, in compliance with the provisions of this Agreement. 7.2.8 The Base Shelf Prospectus has been filed with each of the Securities Authorities, and receipts therefore have been issued or deemed to be issued by or on behalf of each of the Securities Authorities, which receipts continue to be effective, and no securities commission or other regulatory authority has issued any order preventing or suspending the use of the Prospectus or instituted proceedings for that purpose. 7.2.9 Assuming that the resale of Units does not constitute a distribution by a control person, the Units to be issued at the Closing Time will not be subject to any statutory hold period under Securities Laws of the Qualifying Jurisdictions, no prospectus or other document will be required to be filed, any proceeding taken or any approval, permit, consent or authorization obtained by the holders of such securities under such Securities Laws in connection with the resale of same in the Qualifying Jurisdictions through registered dealers or brokers. 7.2.10 Except as disclosed in the Prospectus, no Person has any agreement, option, right or privilege (iiiwhether pre-emptive, contractual or otherwise) capable of becoming an agreement for the purchase, acquisition, subscription for or issue of any of the unissued shares or other securities of the Corporation, except that, as at the close of business on March 27, 2014, an aggregate of 24,911,465 Common Shares were reserved for issuance pursuant to outstanding options, warrants, share incentive plans, convertible, exercisable and exchangeable securities and other rights to acquire Common Shares. 7.2.11 Except as disclosed in the Prospectus, the issuance of the Units will not be subject to any pre-emptive right or other contractual right to purchase securities granted by the Corporation or to which the Corporation is subject. 7.2.12 The Shares comprised in the Units have been duly authorized for issuance and will, when issued against payment in full of the purchase price thereof, be duly and validly issued as fully-paid and non-assessable Common Shares. 7.2.13 The Warrants will be validly created, authorized and issued, the Warrant Shares will be validly allotted and reserved for issuance, and upon the valid exercise of the Warrants, against payment of the full consideration therefor set forth herein, the Warrant Shares will be validly issued as fully-paid and non-assessable Common Shares and shall have the attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Warrant Indenture, as applicable. 7.2.14 Except as disclosed in the Prospectus, the Corporation is not a party to, or is not in discussion to enter into, any material transaction or any proposed material transaction (other than transactions entered into in the ordinary course of business) which, as the case may be, materially affects, is material to or will materially affect the Corporation. 7.2.15 If the Common Shares, the Warrants and the Warrant Shares are not delivered in an uncertificated form, the form of the certificates representing the Common Shares, the Warrants and the Warrant Shares have been duly approved by the Corporation and comply with the provisions of the laws of its jurisdiction of incorporation, Securities Laws and, only with respect to the certificates representing the Offered Shares, comply with the regulations of the Exchange. 7.2.16 The Exchange has or will have prior to the Closing Time conditionally approved the listing of the Common Shares and the Warrant Shares and has or will have conditionally approved for trading of all such shares at the opening of trading on the Closing Date, as the case may be. 7.2.17 Computershare Investor Services Inc. at its principal transfer office in the City of Montréal, Québec, has been duly appointed as registrar and transfer agent of the Corporation in respect of the Common Shares and Computershare Trust Company of Canada will, by no later than the Closing Date, be duly appointed as warrant agent in respect of the Warrants. 7.2.18 None of the offering and sale of the Units, the execution and delivery of this Agreement and the Warrant Indenture, the compliance by the Corporation and with the provisions of this Agreement or the consummation by it of the transactions contemplated hereby herein do or will (including without limitationi) require the consent, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporationapproval, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated herebyor authorization, to the fullest extent of the Corporation’s Board of Directors’ power and order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its termsPerson, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation such as have been obtained, or (B) conflict with, or constitute a default such as may be required under Securities Laws and the policies and rules of the Exchange and will be obtained by the Closing Time on the Closing Date (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such later date as may be permitted under Securities Laws and the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset policies of the Corporation is bound or affectedExchange), except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.or

Representations and Warranties of the Corporation. The Corporation represents represents, warrants, covenants and warrants that certifies to and with the Purchaser that, as of the date of this Agreement and at the Closing: (ia) it The Corporation is a corporation duly valid and subsisting company incorporated and is existing in good standing under the laws of the State Province of Delaware, (ii) it has all requisite corporate British Columbia with full power and authority to enter into and perform this Agreement own or lease its properties, as the case may be, and to consummate the transactions contemplated hereby conduct its business, and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it each of the transactions contemplated hereby Corporation’s subsidiaries is a valid and subsisting corporation organized and in good standing under the laws of its respective jurisdiction of organization. (including without limitation, b) This Agreement has been or will be at the issuance of the Class A Common Stock) have been Closing duly authorized by all necessary corporate action on the part of the Corporation, including but not limited and the Corporation has full corporate power and authority to all actions necessary undertake the Private Placement and to ensure that issue, sell and deliver the acquisition Purchased Securities. (c) Upon issuance of shares Class A Common Stock the Purchased Securities pursuant to the transactions contemplated herebyterms of this Agreement, such Purchased Securities will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, and charges with respect to the fullest extent issue thereof, with the holders being entitled to all rights accorded to a holder of Common Shares. (d) The Corporation and each of its subsidiaries is duly registered and licensed to carry on business in each jurisdiction in which it carries on business or owns property where required under the laws of that jurisdiction, except for those jurisdictions where the failure to be so registered and licensed would not have a material adverse effect on the business, prospects, properties or operations of the Corporation and its subsidiaries, taken as a whole. (e) All annual and quarterly reports, financial statements, proxy statements/information circulars, press releases, material change reports and other documents filed by or on behalf of the Corporation within the past 12 months (the “Disclosure Record”) with The Toronto Stock Exchange (the “TSX”) and the NYSE American LLC (together with the TSX, the “Exchanges”) and any regulatory authority in the United States and such other jurisdictions as may be agreed to by the Corporation, including, without limitation, the securities regulator in the Provinces of British Columbia, Alberta and Ontario (the “Canadian Securities Regulators”) and the U.S. Securities and Exchange Commission (the “SEC” and, together with the Canadian Securities Regulators, the “Commissions”) were true and correct in all material respects and did not contain any misrepresentation (as defined in the Securities Act (British Columbia)) as at the respective dates of such filings. There is not presently any material change, as defined in the Securities Laws, relating to the Corporation or change in any material fact, as defined in the Securities Laws, relating to any of the Purchased Securities, which has not been fully disclosed in accordance with the requirements of the Securities Laws and the policies of the Exchanges. The Corporation has no liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise, except (i) those which are adequately reflected or reserved against in the balance sheet as of September 30, 2017 (the “Balance Sheet Date”) and included in the Corporation’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2017, and (ii) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount. Except as set forth in the Disclosure Record, there is no transaction, arrangement or other relationship between the Corporation and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Corporation in its filings under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and is not so disclosed. (f) Except as qualified by the disclosure in the Disclosure Record, the Corporation is the beneficial owner of the properties, business and assets or the interests in the properties, business or assets referred to in the Disclosure Record as being beneficially owned by the Corporation. The Corporation and each of its subsidiaries is in all material respects conducting its business in material compliance with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on. (g) Subject to the representations, warranties and certifications of the Purchaser herein contained being accurate and truthful in all material respects and the Purchaser fulfilling all of its covenants and obligations herein contained, the Corporation has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the securities legislation and regulations of, and the instruments, policies, rules, orders, codes, notices and interpretation notes of, each of the Commissions (collectively, and together with any state securities laws and the Securities Act, the “Securities Laws”) and the Business Corporations Act (British Columbia) in relation to the Private Placement. (h) The issue and sale of the Purchased Securities by the Corporation does not and will not conflict with, and does not and will not (including, without limitation, with the giving of notice, the lapse of time or the happening of any other event or condition or any combination of the foregoing) result in a material breach of, any of the terms of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to constating documents or any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture material agreement or instrument to which the Corporation is a party or by which it is bound. (i) The issue and sale of the Purchased Securities by the Corporation qualifies as an “Exempt Acquisition” under the Amended & Restated Shareholder Rights Plan Agreement dated August 26, 2009 (as amended and restated on September 19, 2012) among the Corporation and Computershare Investor Services Inc. (j) The authorized capital of the Corporation consists of 500,000,000 Common Shares without par value, of which, immediately prior to the Closing, 162,392,996 Common Shares are issued and outstanding. Except as provided in the Disclosure Record, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for the issue or allotment of any unissued shares in the capital of the Corporation, or any other security convertible into or exchangeable for any such shares, or to require the Corporation to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital. (k) The Purchased Securities, when issued, sold, and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be validly issued and outstanding. (l) No person, firm or corporation has, or will have, as a result of any action taken by the Corporation or any of its representatives, in the context of the transaction specifically contemplated by this Agreement, any rights, interest or valid claim against or upon the Corporation or the Purchaser for any commission, fee or other compensation as a finder or broker or in any similar capacity. (m) No approval, authorization, consent or other order of, and no filing, registration or recording with, any governmental authority is required to be obtained or made by the Corporation in connection with the execution and delivery by the Corporation of this Agreement or the performance by the Corporation of its obligations hereunder, except such approvals, authorizations, consents, orders, filing, registrations or recordings required under the Securities Laws and the rules of the Exchanges, which shall be obtained or made by the Corporation prior to the Closing or otherwise within the periods prescribed thereunder. (n) The Corporation has not relied upon the Purchaser for investment, legal or tax advice, or other professional advice, and has in all cases sought or elected not to seek the advice of its own personal investment advisers, legal counsel and tax advisers. (o) The Corporation acknowledges (i) that the Purchaser has not been asked by the Corporation to agree, nor has the Purchaser agreed with the Corporation, to desist from purchasing or selling, long and/or short, securities of the Corporation, or “derivative” securities based on securities issued by the Corporation or to hold the Purchased Securities for any specified term, and (ii) that the Purchaser, and counter parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Shares which were established prior to the Purchaser’s knowledge of the transactions contemplated by this Agreement. The Corporation further understands and acknowledges that following the public disclosure of the transactions contemplated by this Agreement, the Purchaser may engage in hedging and/or trading activities at various times during the period that the Purchased Securities are outstanding, and that such hedging and/or trading activities, if any, can reduce the value of the existing shareholders’ equity interest in the Corporation both at and after the time the hedging and/or trading activities are being conducted. (Cp) result The Corporation has not disclosed to the Purchaser or any of its officers, directors, employees, affiliates, representatives or agents any material information, which has not been generally disclosed to the public, regarding the Corporation or its subsidiaries or affiliates in connection with the transactions contemplated by this Agreement. (q) No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a violation of any law, rule, regulation, order, judgment or decree “Disqualification Event”) is applicable to the Corporation or, to the Corporation’s knowledge, any person having a relationship with the Corporation listed in the first paragraph of Rule 506(d)(1), except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. (r) The Corporation has filed all technical reports as required by which National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”), and all such reports have been prepared in material compliance with the requirements of NI 43-101. In addition, with respect to each press release issued, and any property other documents filed, by or asset on behalf of the Corporation is bound in respect of which any requirements of NI 43-101 applied, each such press release and document also complied in all material respects as to form, substance and otherwise with the requirements of NI 43-101. (s) None of the Corporation, its subsidiaries or affectedany of their respective officers, except directors or employees acting on behalf of the Corporation or any of its subsidiaries has taken, committed to take or been alleged to have taken any action which would cause the Corporation or any of its subsidiaries to be in violation of the Corruption of Foreign Public Officials Act (Canada) and the Foreign Corrupt Practices Act of 1977, as amended (and, in each case, the regulations promulgated thereunder), or any applicable law of similar effect of another jurisdiction, and to the knowledge of the Corporation no such action has been taken by any of its agents, representatives or other Persons acting on behalf of the Corporation or any of its subsidiaries. The operations of the Corporation and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Issuers, the Guarantors or any of their respective subsidiaries with respect to clauses the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened. (Bt) Except as disclosed in the Disclosure Record, as of the date hereof, none of the officers, directors or employees of the Corporation or any subsidiary thereof is a party to any transaction with the Corporation or any subsidiary thereof (Cother than for ordinary course services as employees, officers or directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer, director or employee or any corporation, partnership, trust or other entity in which any such officer, director or employee has a substantial interest or is an officer, director, trustee or partner. (u) for The Corporation has its property and assets insured against loss or damage by insurable hazards or risks on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses. Such insurance coverage is of a type and in an amount typical to the business in which each of the Corporation and its subsidiaries operates as conducted by a reasonably prudent Person, based on the advice of insurance brokers consulted by the Corporation and its subsidiaries. Each of the Corporation and its subsidiaries has not made any conflicts, defaults, accelerations, terminations, cancellations material claim on any policy of insurance or violations, been refused any insurance coverage sought or applied for. Each of the Corporation and its subsidiaries has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not be reasonably be expected to have a material adverse effect on the Corporation’s business. (v) The Corporation has filed in a timely manner all necessary tax returns and notices and has paid all applicable taxes of whatsoever nature for all tax years prior to the date hereof to the extent that such taxes have become due or have been alleged by the Canada Revenue Agency, the United States Internal Revenue Service or any other taxation authority to be due. There are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any tax return by the Corporation or the payment of any material tax, governmental charge, penalty, interest or fine against the Corporation. The Corporation has no liability for taxes except those arising in the ordinary course of its business. There are no material actions, suits, proceedings, audits, investigations or claims in progress, now threatened or pending against the Corporation which could result in a material liability in respect of taxes, charges or levies of any governmental authority, penalties, interest, fines, assessments or reassessments or any matters under discussion with any governmental authority relating to taxes, governmental charges, penalties, interest, fines, assessments or reassessments asserted by any such authority. (w) The Corporation and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial condition statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or results incurrence of operations.liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Corporation maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act) that are effective in ensuring that information required to be disclosed by the Corporation in the r

Representations and Warranties of the Corporation. The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing in good standing under the laws to each of the State Underwriters and acknowledges that each of Delaware, (ii) it has all requisite corporate power the Underwriters is relying upon such representations and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock warranties in accordance connection with the terms hereof, (iii) the its execution and delivery of this Agreement that: (a) the Corporation and each Subsidiary was duly incorporated and is validly existing under the laws of the jurisdiction of incorporation and has all requisite power and authority and is duly qualified to carry on its business as now conducted and to own, lease and operate its property and assets; (b) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of and the performance of its obligations under this Agreement; (c) this Agreement and the Subscription Agreements have been and, as at the Closing Time, the Warrant Certificates and certificates evidencing the Broker Warrants will be, duly authorized, executed and delivered by the Corporation and (assuming due execution and delivery by the consummation by it of the transactions contemplated hereby (including without limitationother parties thereto) is, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporationor will be, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as that enforcement may be limited by equitable principles or by bankruptcy, insolvencyinsolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; (d) the authorized and issued capital of the Corporation consists of 100 million Common Shares of which 55,339,253 Common Shares have been validly issued as at the date hereof, reorganizationare outstanding as fully paid and non-assessable shares and were not issued in violation of any pre-emptive rights or other contractual rights to issue securities issued by the Corporation or of any applicable law; (e) no person has any agreement or option or any right or privilege (whether by law, moratoriumpre-emptive or contractual) capable of becoming an agreement, including convertible securities, warrants or convertible obligations of any nature, for the purchase, subscription, allotment or issuance of any un-issued shares or other securities of the Corporation, except for: (i) the Shares, the Warrant Shares, the Additional Shares and the Broker Shares issuable pursuant to this Agreement and the Subscription Agreements; (ii) 2,899,878 Common Shares issuable by the Corporation pursuant to stock options held by directors, officers and employees, and 295,454 Common Shares issuable pursuant to outstanding warrants; and (iii) the 290,000 common shares issuable to The Kosmos Company pursuant to a letter Agreement dated March 18, 2008 (the “Kosmos Agreement”); (f) the Shares, the Additional Shares, the Warrants, the Warrant Shares, the Broker Warrants and the Broker Shares to be issued by the Corporation and/or sold pursuant to this Agreement and the Subscription Agreements will be duly authorized for that issuance and sale by all necessary action on the part of the Corporation and, when issued and delivered by the Corporation against payment of the applicable consideration, the Shares, the Additional Shares, the Warrants, the Warrant Shares, the Broker Warrants and the Broker Shares pursuant to this Agreement and the Subscription Agreements, will have been validly issued, will be outstanding as fully paid and non-assessable and will not have been issued in violation of or subject to any pre-emptive rights or other contractual rights to purchase securities issued by the Corporation or in violation of any applicable law; (g) each of the Corporation and each Subsidiary: (i) has complied with, and has conducted and is conducting its business in compliance in all material respects with all applicable laws, statutes, ordinances, regulations and rules in each jurisdiction in which it conducts business; (ii) is duly licensed, registered or qualified in all jurisdictions to enable its business to be carried on in all material respects as now conducted and its property and assets owned, leased and operated, and all such licences, registrations and qualifications are valid and subsisting and no such licence, registration or qualification contains any term, provision, condition or limitation which has or is likely to have any material adverse effect on its business as now conducted; and (iii) is not in default in filing any government returns, or similar payment of any licence or registration or qualification fee owing to any Governmental Authority under the laws relating of each jurisdiction in which it conducts business which has or is likely to have any material adverse effect on its business as now conducted; (h) the only Material Subsidiaries are U.S. Geothermal Inc., an Idaho corporation, Raft River Energy 1 LLC and USG Nevada LLC and the Corporation has not entered into any agreement of any nature to acquire any additional Material Subsidiary; (i) except as disclosed in the Disclosure Documents, the Corporation is the beneficial and registered owner of all of the issued and outstanding shares of each of its Subsidiaries, in each case free and clear of all mortgages, liens, charges, pledges, hypothecs, security interests, encumbrances, claims or limiting creditors’ rights generallyother demands whatsoever, and all those shares have been validly issued, are issued and outstanding as fully paid and non-assessable shares and were not issued in violation of any pre-emptive rights or other contractual rights to issue securities issued by the Subsidiary or of any applicable law; (vj) no person has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, including convertible securities, warrants or convertible obligations of any nature, for the purchase, subscription, allotment or issuance of any un-issued shares or other securities of any Subsidiary; (k) the consolidated financial statements of the Corporation for the years ended March 31, 2007 and 2006, including the notes thereto, and for the 9-month period ending December 31, 2007, including notes thereto, have been prepared in accordance with United States generally accepted accounting principles consistently applied throughout the periods indicated and present fairly in all material respects the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of the Corporation on a consolidated basis as at the respective dates indicated and the sales, earnings and results of operations of the Corporation on a consolidated basis throughout the periods indicated; (l) the execution, delivery and performance of this Agreement and the Subscription Agreements by the Corporation and the consummation by the Corporation completion of the transactions contemplated hereby provided for in this Agreement will not (Awhether after the passage of time or notice or both) result in a in, any material respect: (i) the breach or violation of the Certificate of Incorporation any of the Corporation or the Bylaws of the Corporation or (B) conflict withprovisions of, or constitute a default under, or a conflict with or cause the acceleration of, any obligation of the Corporation under: (A) any indenture, agreement or other instrument to which the Corporation or any Subsidiary is a party or by which it or its properties are bound or affected; (B) any provision of the articles, by-laws or resolutions of the board of directors (or an event any committee thereof) or shareholders of, the Corporation or any Subsidiary; (C) any judgment, decree, order or award of any Governmental Authority having jurisdiction over the Corporation; (D) any licence, permit, approval, consent or authorization issued to, held by or for the benefit of the Corporation or necessary to the operation of its business as now conducted; or (E) any applicable law or statute, or any ordinance, rule, regulation, policy, order or ruling made thereunder; or (ii) the creation or imposition of any mortgage, lien, charge, pledge, hypothec, security interest, encumbrance, claim or other demand whatsoever on any of the property or assets of the Corporation; (m) each of the contracts which with is material to the Corporation is described in the Disclosure Documents and none of the Corporation, any of its Subsidiaries or, to the knowledge of the Corporation, any other party, is, in any material respect, in default or alleged to be in default in the performance of any term or obligation to be performed by it under any material contract to which the Corporation or any Subsidiary is a party or by which the Corporation or any Subsidiary is bound or affected, and no event, condition or occurrence exists that, after notice or lapse of time or both both, would become constitute such a defaultdefault which in any way materially adversely affects or may materially adversely affect the business, operations, assets, liabilities, capital, prospects, condition (financial or otherwise) under, or give to others any rights results of termination, amendment, acceleration operations of the Corporation and its Subsidiaries on a consolidated basis; (n) no legal or cancellation of, any agreement, indenture or instrument governmental proceedings are pending to which the Corporation and/or any Subsidiary is a partyparty or to which the property of the Corporation and/or any Subsidiary is subject that would result individually or in the aggregate in a material adverse change in the operation, business or condition of the Corporation and its Subsidiaries on a consolidated basis, and no such proceedings have been threatened against or, to the knowledge of the Corporation, are contemplated with respect to the Corporation and/or any Subsidiary or with respect to any of their respective properties which would be material to the Corporation and its subsidiaries on a consolidated basis; (o) except as provided herein, there is no person, firm or corporation which has been engaged by the Corporation to act for the Corporation and which is entitled to any brokerage or finder’s fee in connection with this Agreement or the transactions contemplated hereunder; (p) the Corporation and each Subsidiary has paid or made adequate provision for the payment of all taxes (or payments in lieu of taxes) levied on its property or income which are due and payable, including interest and penalties, or has accrued such amounts in its financial statements for the payment of such taxes except for charges, fees or dues which are not material in amount or which are not delinquent or if delinquent are being contested, and there is no material action, suit, proceeding, investigation, audit or claim no pending, or to its knowledge, threatened by any governmental authority regarding any taxes; (Cq) result the Corporation and each Subsidiary is in material compliance with all applicable material laws, regulations and statutes (including all environmental laws and regulations) in the jurisdictions in which it carries on business and for the purposes described in the Disclosure Documents; the Corporation has not received a notice of material non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations and statutes, and is not aware of any pending change or contemplated change to any applicable law or regulation or governmental position that would materially adversely affect the business of the Corporation or the business or legal environment under which the Corporation operates; (r) to its knowledge the Corporation, and except as previously disclosed, in writing, to the Underwriters, each Subsidiary and the Empire Project has not caused or permitted the release, in any manner whatsoever, of any pollutants, contaminants, chemicals or industrial toxic or hazardous waste or substances (collectively, the “Hazardous Substances”) on or from any of its properties or assets nor has it received any notice that it is potentially responsible for a material, on a consolidated basis, clean-up site or corrective action under any applicable laws, statutes, ordinances, by-laws, regulations, or any orders, directions or decisions rendered by any government, ministry, department or administrative regulatory agency relating to the protection of the environment (the “Environmental Laws”), occupational health and safety or otherwise relating to dealing with Hazardous Substances; (s) the Corporation and each Subsidiary holds all material licences, registrations, qualifications, permits and consents necessary or appropriate for carrying on its business as currently carried on and for the purposes described in the Disclosure Documents, and all such licences, registrations, qualifications, permits and consents are valid and subsisting and in good standing in all material respects except where the failure to hold or the lack of good standing in respect to such licences, registrations, qualifications, permits and consents would not materially adversely affect the assets, business, results of operations, or condition of the Corporation and its Subsidiaries on a consolidated basis; (t) the Corporation has, or, in the case of the Empire Project, will acquire on the closing under the purchase and sale agreement relating to the Empire Project (the “Empire Closing”), all the leases, easements, rights of way, access rights, including but not limited to any mineral and geothermal rights in respect of lands related to the Raft River Project, Empire Project and the ▇▇▇▇ Hot Springs Project, and rights and allocation to water, that are necessary to conduct its business as currently conducted and, except for the proposed replacement power plant at the Empire Project, proposed to be conducted as described in the Disclosure Documents, except where the failure to hold such leases easements, rights of way, access rights, and rights and allocation to water would not materially adversely affect the assets, business, results of operations or condition of the Corporation and its Subsidiaries on a consolidated basis. (u) all licenses, permits, authorizations and other approvals required under applicable law in connection with the leases, easements, rights of way and access rights are in full force and effect and are sufficient to permit the Corporation and each Subsidiary to conduct its business as currently conducted and, except for the proposed replacement power plant at the Empire Project, proposed to be conducted as described in the Disclosure Documents; (v) no event exists which, but for the passing of time or the giving of notice, or both, would constitute a default by any party to any of the leases, easements, rights of way or access rights and no party to any lease, easement, right of way or access right is claiming any such default or taking any action purportedly based upon any such default, except where the failure of such licenses, permits, authorizations and other approvals to be in full force and effect would not materially adversely affect the assets, business, results of operations or condition of the Corporation and its Subsidiaries on a consolidated basis; (w) the Corporation has not received any, nor to the Corporation’s knowledge are there any pending or threatened, notices of violation or alleged violation of any lawapplicable laws affecting the Raft River Project, rulethe Empire Project and the ▇▇▇▇ Hot Springs Project or any of the assets previously acquired under the Empire Acquisition Agreement (the “First Empire Assets”); (x) the Corporation has, regulationor, orderin the case of the Empire Project, judgment will have, on the Empire Closing, such rights of entry and exit to and from the Raft River Project, Empire Project and the ▇▇▇▇ Hot Springs Project as are reasonably necessary to carry on its business and operate (or, in the case of the Empire Project, as the Corporation proposes to operate) at the Raft River Project, the Empire Project and the ▇▇▇▇ Hot Springs Project and in connection with the First Empire Assets; (y) there are no material restrictions imposed by any applicable law or decree applicable by agreement which conflict with the proposed acquisition, development, construction, maintenance and operation of the Raft River Project, the Empire Project or the ▇▇▇▇ Hot Springs Project and in connection with the first Empire Assets; (z) to the Corporation or by which any property or asset Corporation’s knowledge, the Raft River Project and the Empire Project are now zoned and otherwise regulated and serviced so as to permit the use of the sites for their intended uses and in accordance with applicable law; (aa) neither the Corporation is bound nor any Subsidiary has received written notice of any claims for construction liens or affectedother liens, except charges, encumbrances, security interests or adverse claims with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.w

Representations and Warranties of the Corporation. (1) The Corporation represents and warrants to the Underwriters and to the Purchasers, and acknowledges that each of them is relying upon such representations and warranties in connection with the Offering, that: (ia) it is a corporation the Corporation and each of the Subsidiaries has been duly incorporated and organized and is validly existing in good standing as a corporation under the laws of the State jurisdiction in which it was incorporated, amalgamated or continued, as the case may be, and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of Delawarethe Corporation or any of the Subsidiaries; (b) the Corporation and each of the Subsidiaries is duly qualified to carry on its business in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its property and assets requires such qualification (iiexcept for such jurisdictions where the failure to be so qualified would not result in a Material Adverse Effect) it and has all requisite corporate power and authority to enter into conduct its business and to own, lease and operate its properties and assets and to execute, deliver and perform this Agreement its obligations under the Transaction Documents and to consummate the transactions contemplated hereby and to issue the Class A Common Stock any other document, filing, instrument or agreement delivered in accordance connection with the terms hereofOffering; (c) neither the Corporation nor any of the Subsidiaries is (i) in violation of its constating documents or (ii) in default of the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, joint venture, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it or its property may be bound, except in the case of clause (ii) for any such violations or defaults that would not result in a Material Adverse Effect; (d) the Corporation has no direct or indirect material subsidiaries other than the Subsidiaries, nor any investment in any person, except for the FWR Loan Agreement, a promissory note from Mayflower Medicinals Inc. in the amount of US $2.2 million, an investment in ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and Associates LLC in the amount of US $2.3 million and the proposed credit facility to Beacon Holdings LLC in the amount of $7.5 million, which, for the year ended December 31, 2016 accounted for more than five percent of the assets or revenues of the Corporation or would otherwise be material to the business and affairs of the Corporation. The Corporation owns, directly or indirectly, all of the issued and outstanding shares of the Subsidiaries, all of the issued and outstanding shares of the Subsidiaries are issued as fully paid and non-assessable shares, free and clear of all Liens whatsoever, and no person, firm or corporation has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement, for the purchase from the Corporation or any of the Subsidiaries of any interest in any of the shares in the capital of the Subsidiaries; (e) except as disclosed in the Disclosure Documents, the Corporation and the Subsidiaries (i) each conducted and have each been conducting their business in compliance in all material respects with all applicable Laws of each jurisdiction in which its business is carried on or in which its services are provided and has not received a notice of non- compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such Laws, (ii) are not in breach or violation of any judgment, order or decree of any Governmental Authority having jurisdiction over the Corporation or any of the Subsidiaries, as applicable, and (iii) hold all, and are not in breach of any, Permits that enable its business to be carried on as now conducted; except in each case where the failure to be in such compliance or to hold such Permits could not reasonably be expected to result in a Material Adverse Effect; (f) except as disclosed in the Disclosure Documents, the Corporation and each of the Subsidiaries is the absolute legal and beneficial owner, and has good and valid title to, all of the material property or assets thereof as described in the Disclosure Documents, and no other material property or assets are necessary for the conduct of the business of the Corporation or the Subsidiaries as currently conducted, (B) the Corporation does not know of any claim or the basis for any claim that might or could materially and adversely affect the right of the Corporation or the Subsidiaries to use, transfer or otherwise exploit such property or assets, and (C) other than in the ordinary course of business and as disclosed in the Disclosure Documents, neither the Corporation nor any of the Subsidiaries has any responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property and assets thereof; (g) at the Closing Time, all consents, approvals, permits, authorizations or filings as may be required to be made or obtained by the Corporation under applicable Securities Laws and the rules and regulations of the CSE necessary for the execution and delivery of the Transaction Documents and the creation, issuance and sale, as applicable, of the Debentures and the Underlying Securities, and the consummation of the transactions contemplated by this Agreement Agreement, will have been made or obtained, as applicable (other than the filing of reports required under applicable Securities Laws within the prescribed time periods and the filing of standard documents with the CSE, which documents shall be filed as soon as practicable after the Closing Date and, in any event, within 10 calendar days of the Closing Date or within such other deadline imposed by applicable Securities Laws or the CSE); (h) the Debentures and the Underlying Securities have been authorized and reserved and allotted for issuance; (i) at the Closing Time, the Debentures will be duly and validly issued and created; (j) upon the due conversion of the Debentures in accordance with the provisions thereof, the Common Shares issuable upon the conversion thereof will be duly and validly issued as fully paid and non-assessable Common Shares of the Corporation on payment of the purchase price therefor; (k) at the Closing Time, each of the Transaction Documents shall have been duly authorized and executed and delivered by the Corporation and upon such execution and delivery, and assuming the consummation by it Transaction Documents are valid, legal and binding obligations of the transactions contemplated hereby (including without limitationother parties hereto or thereto, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, each shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes constitute a legal, valid and binding obligation of the Corporation Corporation, enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar moratorium and other laws relating to or limiting creditors’ affecting the rights generallyof creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law; (vl) each of the execution, execution and delivery and performance of this Agreement and the Indenture, the performance by the Corporation of its obligations hereunder and thereunder, the sale of the Debentures hereunder by the Corporation and the consummation by the Corporation of the transactions contemplated hereby in this Agreement, (i) do not and will not (A) conflict with or result in a breach or violation of the Certificate of Incorporation any of the Corporation terms or the Bylaws of the Corporation or (B) conflict withprovisions of, or constitute a default under (or an event which with whether after notice or lapse of time or both would become a defaultboth), (A) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any lawstatute, rule, regulation, order, judgment regulation or decree Law applicable to the Corporation or by which any property one of the Subsidiaries; (B) the constating documents, by-laws or asset resolutions of the directors or shareholders of the Corporation or the Subsidiaries; (C) any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or other document to which the Corporation or any of the Subsidiaries is a party or by which it is bound; or (D) any judgment, decree or order binding the Corporation or any one of the Subsidiaries or the property or assets thereof, except where such conflict, breach, violation or default would not result in a Material Adverse Effect; and (ii) do not affect the rights, duties and obligations of any parties to any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or other document to which the Corporation or any of the Subsidiaries is a party or by which it is bound (including, for greater certainty, any such agreements relating to the Investments), nor give a party the right to terminate any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or affectedother document to which the Corporation or any of the Subsidiaries is a party or by which it is bound, by virtue of the application of terms, provisions or conditions therein, except where those rights, duties or obligations, or rights to terminate, are affected in a manner that would not result in a Material Adverse Effect; (m) the authorized capital of the Corporation consists of an unlimited number of Common Shares, an unlimited number of Class A convertible restricted voting shares and an unlimited number of preferred shares, of which, as at the close of business on February 27, 2017, 15,988,769 common shares and 11,255,000 Class A convertible restricted voting shares of the Corporation, were issued and outstanding as fully paid and non- assessable shares in the capital of the Corporation; (n) the terms and the number of options to purchase Common Shares granted by the Corporation currently outstanding conforms to the description thereof contained in the Disclosure Documents and, other than as contemplated by this Agreement, and options granted to directors, officers, employees and consultants of the Corporation to purchase Common Shares as described in the Disclosure Documents, no person, firm or corporation has any agreement or option, right or privilege (contractual or otherwise) capable of becoming an agreement (including convertible or exchangeable securities and warrants) for the purchase or acquisition from the Corporation or any Subsidiary of any interest in any Common Shares or other securities of the Corporation or any Subsidiary whether issued or unissued; (o) except as described in the Disclosure Documents, there are no voting trusts or agreements, shareholders’ agreements, buy sell agreements, rights of first refusal agreements, agreements relating to restrictions on transfer, pre-emptive rights agreements, tag-along agreements, drag-along agreements or proxies relating to any of the securities of the Corporation or the Subsidiaries, to which the Corporation or any of the Subsidiaries is a party; (p) the Underlying Securities have been, or prior to the Closing Time will be, duly reserved for issuance and, when issued, delivered and paid for in full, will be validly issued and fully paid shares in the capital of the Corporation, and will not have been issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Corporation; (q) the Trustee, at its principal office in Vancouver, British Columbia, will be, at the Closing Date, duly appointed as the registrar and transfer agent of the Corporation with respect to clauses the Common Shares and as debenture trustee with respect to the Debentures; (Br) the Corporation is a reporting issuer in good standing in the Reporting Provinces under the Securities Laws; (s) the outstanding Common Shares are listed and posted for trading on the CSE, and all necessary notices and filings have been made with, and all necessary consents, approvals and authorizations have been obtained by the Corporation from, the CSE to ensure that the Underlying Securities will be listed and posted for trading on the CSE upon their issuance; (t) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or, to the knowledge of the Corporation, are pending, contemplated or threatened by any regulatory authority; (Cu) the Debentures and the Common Shares issuable upon conversion thereof will not be subject to a restricted period or to a statutory hold period under Canadian Securities Laws or to any resale restriction under the policies of the CSE which extends beyond four months and one day after the Closing Date, subject to the conditions set forth in Section 2.5 of NI 45-102; (v) the Corporation is in compliance in all material respects with its continuous and timely disclosure obligations under ap p l i cab l e Securities Laws and the rules and regulations of the CSE and has filed all documents required to be filed by it with the Securities Regulators under applicable Securities Laws, and no document has been filed on a confidential basis with the Securities Regulators that remains confidential at the date hereof. None of the documents filed in accordance with applicable Securities Laws contained, as at the date of filing thereof, a misrepresentation; (w) no Securities Regulator, stock exchange or comparable authority has issued any order preventing the distribution of the Debentures in any Qualifying Province nor instituted proceedings for that purpose and, to the knowledge of the Corporation, no such proceedings are pending or contemplated; (x) except as has been publicly disclosed in the Disclosure Documents, neither the Corporation nor the Subsidiary has approved or has entered into any conflictsagreement in respect of: (i) the purchase of any material assets or any interest therein or the sale, defaultstransfer or other disposition of any material assets or any interest therein currently owned, accelerationsdirectly or indirectly, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on by the Corporation or its businessthe Subsidiary whether by asset sale, transfer of shares or otherwise; (ii) any change in control (by sale, transfer or other disposition of shares or sale, transfer, lease or other disposition of all or substantially all of the property and assets of the Corporation or the Subsidiary) of the Corporation or the Subsidiary; or (iii) any proposed or planned disposition of any of the outstanding shares of the Subsidiary by the Corporation; (y) the audited consolidated financial statements of the Corporation, and the notes thereto, for the year ended December 31, 2015, together with the auditors’ report thereon, and the interim consolidated financial statements for the nine months ended September 30, 2016, and the notes thereto (collectively, the “Financial Statements”), have been prepared in accordance with IFRS and present fully, fairly and correctly in all material respects, the financial condition or of the Corporation and its Subsidiaries as at the dates thereof and the results of the operations and the changes in the financial position of the Corporation for the periods then ended, on a basis consistent throughout the periods indicated and in accordance with the books and records of the Corporation; (z) the financial information included in Disclosure Documents presents fairly in all material respects the consolidated financial position, results of operations., deficit and cash flow of the Corporation, respectively, as at the dates and for the periods indicated; (aa) to the knowledge of the Corporation, the Corporation’s auditors are independent public accountants as required under applicable Canadian Securities Laws and there has never been a reportable event (within the meaning of NI 51-102) between the Corporation and such auditors or, to the knowledge of the Corporation, any former auditors of the Corporation; (bb) subject to the exemption included in Part 6 of National Instrument 52-110 – Audit Committees, the responsibilities and composition of the Corporation’s audit committee comply with NI 52-110; (cc) the Corporation maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in all material respects in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of

Representations and Warranties of the Corporation. The Corporation represents and warrants that to the Seller that: (ia) it is a corporation duly incorporated The execution and is existing in good standing under delivery by the laws Corporation of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement performance by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) its obligations hereunder have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant . This Agreement has been duly executed and delivered to the transactions contemplated hereby, to Seller by the fullest extent of the Corporation’s Board of Directors’ power Corporation and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid valid, and binding obligation of the Corporation Corporation, enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or and other similar laws of general applicability relating to or limiting affecting creditors’ rights generally, and or general equity principles (vregardless of whether considered at law or in equity); (b) None of the execution, delivery and delivery, or performance by the Corporation, nor the consummation of this Agreement the transaction contemplated hereby by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or result in the breach of, constitute a default under or accelerate the performance required by the terms of: (i) Any applicable law; (ii) The provisions of any material contract or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument agreement to which the Corporation is a partyparty or to which any of the Corporation’s material assets are bound; or (iii) Any of the Corporation’s organizational documents, including its certificate of incorporation and by-laws. (c) After giving effect to the payment of the Purchase Price to the Seller, the capital of the Corporation will not be impaired within the meaning of Section 160 of the Delaware General Corporation Law. (d) There is no action pending, or to the knowledge of the Corporation, threatened against the Corporation which, if adversely determined, would prevent the consummation of the transaction contemplated by this Agreement. (Ce) result in a violation of No consent, approval, declaration or filing with, or notice to, any lawperson, rule, regulation, order, judgment entity or decree applicable governmental authority is required by or with respect to the Corporation or by which any property or asset in connection with the execution and delivery of this Agreement. (f) The Corporation agrees that for a period of one (1) year following the Closing Date, if the Corporation elects to hire an Employee of the Seller who was engaged in the following research and development activities in furtherance of the relationship and affiliation between the Seller and the Corporation is bound or affectedand/or this Agreement: Scientific Operations; Process Development; Quality Assurance; Quality; Technology Operations; Regulatory Compliance; and Clinical Operations (“R&D Employees”), except with respect the Seller will be entitled to clauses a Conversion Fee in the amount of that Employee’s annualized compensation. The Conversion Fee shall be paid in equal installments over the course of six (B6) or (C) for any conflictsmonths, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect payable on the fifth day of each month until paid, beginning in the month immediately following the date of the Employee’s hire. The Corporation or its business, financial condition or results acknowledges that the Conversion Fee is fair and reasonable considering the effort and expense that the Seller devotes to training those employees and the time and expense of operationsreplacing such employees. There will be no Conversion Fee due to the Seller if the Corporation elects to hire an Employee who does not meet the definition of an R&D Employee.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants that (i) it is a corporation duly incorporated to the Corporation on the date hereof and is existing in good standing under the laws as of the State of Delaware, Closing: (iia) it The Corporation has all requisite full corporate power and authority to enter into and perform this Agreement and the other Transaction Documents to which the Corporation is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the thereby. The execution and delivery by the Corporation of this Agreement and any other Transaction Document to which the Corporation is a party, the performance by the Corporation of its obligations hereunder and thereunder, and the consummation by it the Corporation of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) and thereby have been duly authorized by all necessary requisite corporate action on the part of the Corporation, including but . The performance by the Corporation of its obligations under this Agreement and any other Transaction Documents to which the Corporation is a party do not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall will not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” result in a material conflict with or other form of anti-takeover laws and regulations” material violation of any jurisdiction that may purport applicable law or any provision of any material agreement or instrument to be applicable to this which Purchaser is a party or by which the Corporation is bound. (b) This Agreement or and the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a Transaction Documents are the legal, valid and binding obligation of the Corporation Corporation, enforceable against the Corporation in accordance with its terms, except as enforcement such enforceability may be limited by equitable principles or by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or other similar laws relating to or limiting affecting the enforcement of creditors’ rights generallygenerally and by general equitable principles. (c) The Corporation (i) is the sole beneficial and record owner of the Shares holding good and valid title thereto and has full power, legal capacity and corporate authority to transfer and sell the Shares to Purchaser, (ii) possesses all right, title and interest in and to the Shares, free and clear of all Encumbrances, and (viii) there are no options, warrants, agreements, rights or other commitments of, or granted by, the executionCorporation, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation which entitles or, if exercised, could entitle, any Person to purchase or otherwise acquire any or all of the transactions contemplated hereby will not Shares being sold hereunder. (Ad) result All of the Shares were issued in a material compliance with applicable laws. No Shares were issued in violation of the Certificate of Incorporation of the Corporation any agreement or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument commitment to which the Corporation is a party, party or (C) result is subject to or in a violation of any lawpreemptive or similar right of any individual, rulecorporation, regulationpartnership, orderjoint venture, judgment limited liability company, governmental authority, unincorporated organization, trust, association or decree applicable other entity. (e) The representations and warranties of Forest set forth in Section 3.08 (Financial Statements) of the Preferred Subscription Agreement are true and correct as of the date hereof and as of the Closing. (f) Upon the transfer, assignment and delivery of the Shares and payment therefor in accordance with the terms of this Agreement, Purchaser shall own the Shares, free and clear of all Encumbrances, which such shares shall constitute 20% of the issued and outstanding shares of Common Stock. Immediately following the Closing, the Corporation shall hold 80 shares of Common Stock, which such shares shall constitute the remaining 80% of the issued and outstanding shares of Common Stock. (g) Except for the representations and warranties expressly made by Purchaser and set forth in Section 2.01, the Corporation acknowledges that none of Purchaser or any other Person on behalf of Purchaser makes any other representation or warranty, express or implied, at law or in equity, to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) Purchaser, the transactions contemplated by this Agreement, the Preferred Subscription Agreement or (C) for the Transaction Documents or any conflictsother matter whatsoever, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on and the Corporation (on behalf of itself and its Affiliates and its and their respective representatives) hereby expressly disclaims any other representations or its businesswarranties, financial condition whether implied or results made by Purchaser or any other Person on behalf of operationsPurchaser.

Representations and Warranties of the Corporation. The Corporation represents and warrants to CDP, both at the date hereof and at the Closing Date, and acknowledges that CDP is relying upon such representations and warranties in entering into the Agreement, that: (a) the Corporation has full corporate capacity, power and authority to issue the Subscribed Shares and upon issuance of same and receipt of the Subscription Price for same, the Subscribed Shares shall be duly allotted, validly issued and outstanding as fully paid shares of the share capital of the Corporation and free of all Liens, charges and encumbrances; (b) the Corporation is not in default or breach of the following, and the execution and delivery of the Agreement by the Corporation, as well as the compliance with the conditions of said Agreement or the transactions contemplated herein, including the issuance of the Subscribed Shares, does not and will not have any of the following effects: (i) it result in any breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, would result in a breach of or constitute a default under, any term or provision of the articles, by-laws or resolutions of the Corporation or of the Acquisition Agreement or any other material agreement to which the Corporation is a corporation duly incorporated party and by which the Corporation is existing bound, or any judgment, decree, order, statute, rule or regulation applicable to the Corporation, which default or breach might reasonably be expected to materially adversely affect, in good standing under the laws short, medium and/or long term, the business, operations, outlooks, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of operations of the State of Delaware, Corporation or its properties or assets on a consolidated basis; (ii) it result in the breach, termination or revocation of licences, rights, accreditations, certifications or other authorizations held by the Corporation; or (iii) give rise to any Lien on or with respect to the properties or assets now owned or hereafter acquired by the Corporation or the acceleration of or the maturity of any indebtedness or other liabilities or obligations under, any agreement binding or affecting the Corporation or any of its properties; (c) The execution and delivery of the Acquisition Agreement by the Corporation, as well as the compliance with the conditions of the Acquisition Agreement or the transactions contemplated under the Acquisition Agreement do not and will not: (i) result in a breach or constitute a default and create result in any breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, would result in a breach of or constitute a default under, any term or provision of the articles, by-laws or resolutions of the Corporation or of any material agreement to which the Corporation is a party and by which the Corporation is bound, or any judgment, decree, order, statute, rule or regulation applicable to the Corporation, which default or breach might reasonably be expected to materially adversely affect, in the short, medium and/or long term, the business, operations, outlooks, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of operations of the Corporation or its properties or assets on a consolidated basis; (ii) result in the breach, termination or revocation of licences, rights, accreditations, certifications or other authorizations held by the Corporation; (d) the Corporation has all requisite full corporate capacity, power and authority to enter into and perform this the Agreement and to consummate perform its obligations under the transactions contemplated hereby Agreement and to issue the Class A Common Stock in accordance with the terms hereofAgreement has been duly authorized, (iii) the execution executed and delivery of this Agreement delivered by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes is a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement the respective terms of said Agreement subject to the general qualifications that: (i) enforceability may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, insolvency or similar other laws relating to or limiting affecting creditors’ rights generally; and (ii) equitable remedies, including the remedies of specific performance and injunctive relief, are available only in the discretion of the applicable court; (ve) the execution, execution and delivery of the Agreement and performance the fulfilment of this the terms of said Agreement by the Corporation and the consummation by the Corporation of or the transactions contemplated hereby hereunder, including the issuance of the Subscribed Shares, does not and will not require the consent, approval, authorization, registration or qualification of or with any governmental authority, court, tribunal or other Public Body, stock exchange, Securities Regulatory Authority or other third party, except for such as have already been obtained; (Af) result there are no third party consents required to be obtained in a order for the Corporation to issue the Subscribed Shares that have not already been or will not have been obtained at the Closing Date, including approval from the Corporation’s shareholders in accordance with the requirements of the TSX; (g) to the Corporation’s knowledge, the Corporation has not, directly or indirectly (i) made any contribution or gift which contribution or gift is in violation of any applicable laws, or any bribe, rebate, payoff, influence payment, kickback or other payment to any person, regardless of form, whether money, property or services (a) to obtain favourable treatment in securing business, (b) to pay for favourable treatment of business secured, or (c) to obtain special concessions or for special concessions already obtained, for or in respect of the Corporation, (ii) established or maintained any fund or asset that has not been recorded in its books and records; without limiting the generality of the above, there have been no actions taken by the Corporation, or to the knowledge of the Corporation on behalf of the Corporation, that would cause it to be in violation of the Certificate Corruption of Incorporation Foreign Public Officials Act or any similar applicable anti-corruption or anti-bribery law; (h) the Disclosure Documents represent the entirety of the documents required to be filed since December 31, 2016 with one of the Securities Regulatory Authorities under the Applicable Securities Laws, and the content of same complies in all materials respects with the Applicable Securities Laws; (i) the information and statements set forth in the Disclosure Documents were true and correct in all material respects and did not contain any misrepresentation, nor did same fail to mention a material fact, the mention of which is required or necessary for a statement to not be misleading in light of the circumstances in which it was made, in each case, as of the date of such information or statements; (j) since December 31, 2016 no material change has occurred which is not disclosed in the Disclosure Documents, and no material change has been communicated to the Securities Regulatory Authorities on a confidential basis without thereafter being communicated to the public; (k) CST Trust Company, at its principal offices in the city of Montreal, is the duly appointed registrar and transfer agent of the Corporation or with respect to the Bylaws common shares; (l) the definitive forms of certificates representing the common shares are in all material respects in due and proper form under the laws governing the Corporation and the requirements of the TSX and the NYSE; (m) the issued and outstanding common shares are listed and posted for trading on the TSX and the NYSE and the Corporation or is in compliance with the rules, requirements, policies, notices and regulations of the TSX and the NYSE in all material respects; (Bn) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, “reporting issuer” or (C) result equivalent in a violation all Canadian provinces within the meaning of applicable securities legislation and is not in default of any law, rule, regulation, order, judgment or decree requirement of applicable securities legislation in any material respect; and (o) to the Corporation or by which any property or asset knowledge of the Corporation, the Corporation is bound not subject to any cease trading order on its securities or, to the best of the Corporation’s knowledge, by any investigation under the Applicable Securities Laws or affecteda review by a securities authority in connection with its Disclosure Documents, except and has no knowledge of any breach with respect to clauses (B) documents or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have reports filed with the Securities Regulatory Authorities as a material adverse effect on result of which the Corporation would be included in a list of defaulting reporting issuers. The Corporation is not subject to any listing, filing or its businesscontinuing disclosure obligation in any jurisdiction except the Canadian provinces. Moreover, financial condition the Corporation reiterates for the full benefit of CDP the representations and warranties set forth in Section 3.2 and Schedule H of the Acquisition Agreement and same shall be incorporated herein as if recited in full in the Agreement and acknowledges that CDP is entering into the Agreement in reliance on such representations and warranties. Such representations and warranties shall, in their current form and content, remain an integral part of this Agreement notwithstanding any subsequent amendment or results termination of operationsthe Acquisition Agreement.

Representations and Warranties of the Corporation. (a) The Corporation represents and warrants that (i) it is a corporation an entity duly incorporated and is validly existing and in good standing under the laws of the State jurisdiction of Delawareits incorporation, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Corporation is not in violation or default of any of the provisions of its certificate or articles of incorporation, bylaws or other organizational or charter documents. The Corporation is duly qualified to conduct business and is in good standing in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of this Agreement, (ii) it a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Corporation, taken as a whole, or (iii) a material adverse effect on the Corporation’s ability to perform in any material respect on a timely basis its obligations under any this Agreement (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no proceeding has all been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. (b) The Corporation has the requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby by this Subscription Agreement and otherwise to issue the Class A Common Stock in accordance with the terms hereof, (iii) the carry out its obligations hereunder. The execution and delivery of this Subscription Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation and no further action is required by the Corporation, including but not limited to all actions necessary to ensure that the acquisition Board of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of Directors or the Corporation’s Board of Directors’ power stockholders in connection herewith other than in connection with the TSX Approval. This Agreement has been duly executed by the Corporation and, when delivered in accordance with the terms hereof and authority and to thereof, will constitute the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except (i) as enforcement may be limited by general equitable principles or by and applicable bankruptcy, insolvency, reorganization, moratorium, or similar moratorium and other laws relating to or limiting of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (viii) the insofar as indemnification and contribution provisions may be limited by applicable law. (c) The execution, delivery and performance of this Agreement by the Corporation of this Subscription Agreement, the issuance and sale of the Common Shares and the consummation by the Corporation it of the transactions contemplated hereby do not and will not (Ai) result in a violation conflict with or violate any provision of the Certificate Corporation’s certificate or articles of Incorporation of the Corporation incorporation, bylaws or the Bylaws of the Corporation other organizational or charter documents, or (Bii) conflict with, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, result in the creation of any lien upon any of the properties or assets of the Corporation, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, indenture credit facility, debt or other instrument (evidencing a Corporation debt or otherwise) or other understanding to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation party or by which any property or asset of the Corporation is bound or affected, or (iii) subject to the TSX Approval, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Corporation is subject (including applicable Securities Laws), or by which any property or asset of the Corporation is bound or affected; except with respect to in the case of each of clauses (Bii) and (iii), such as could not have or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have result in a Material Adverse Effect. (d) The Corporation is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by the Corporation of this Subscription Agreement, other than application(s) to the TSX for the listing of the Common Shares for trading thereon in the time and manner required thereby and (iv) such filings as are required to be made under applicable Securities Laws. (e) The Common Shares to be issued as part of the Offering are duly authorized and, when issued and paid for in accordance with the Subscription Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Corporation. (f) The Corporation has filed all reports, schedules, forms, statements and other documents required to be filed by the Corporation under applicable Securities Laws, for the two years preceding the date hereof (or such shorter period as the Corporation was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Securities Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such Securities Reports prior to the expiration of any such extension. As of their respective dates, the Securities Reports complied in all material respects with the requirements of applicable Securities Laws, as applicable, and none of the Securities Reports, when filed, contained any untrue statement of a material adverse effect on fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Corporation included in the Securities Reports comply in all material respects with applicable accounting requirements and the rules and regulations of applicable securities regulators with respect thereto as in effect at the time of filing, have been prepared from, and are in accordance with, the books and records of the Corporation. Such financial statements have been prepared in accordance with International Financial Reporting Standards applied on a consistent basis during the periods involved (“IFRS”), except as may be otherwise specified in such financial statements or its the notes thereto and except that unaudited financial statements may not contain all footnotes required by IFRS, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. (g) Since the date of the latest audited financial statements included within the Securities Reports, except as specifically disclosed in the Securities Reports since such time, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) except as disclosed in subsequent Securities Reports, the Corporation has not incurred any liabilities (contingent or otherwise) other than in accordance with the normal course of business, financial condition (iii) the Corporation has not altered its method of accounting, (iv) the Corporation has not declared or results made any dividend or distribution of operationscash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Corporation has not issued any equity securities to any officer, director or affiliate, except pursuant to existing Corporation stock option plans.

Representations and Warranties of the Corporation. The Corporation Company represents and warrants to the Underwriters and acknowledges that the Underwriters are relying upon the following representations and warranties in completing the transactions contemplated by this Agreement: (a) the Corporation and each of the Subsidiaries: (i) it is a corporation corporation, trust or partnership, as applicable, that has been duly incorporated formed and is existing validly existing, in good standing the case of the Corporation, under the laws Laws of the State Province of DelawareOntario, and in the case of the Subsidiaries, under the Laws of the jurisdiction set forth opposite its name in Schedule A to this Agreement; (ii) it has all requisite corporate power and authority to carry on its business and to own, lease and operate its property and assets; and (iii) in the case of the Corporation, has all requisite power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, Indenture; (iiib) the execution and delivery by the Corporation of this Agreement and the Indenture and the performance by the Corporation of its obligations hereunder and thereunder (including the issuance of the Offered Securities and the use of proceeds of the Offering as described in the Prospectus): (i) do not (or will not with the giving of notice, the lapse of time or both) require a consent or approval under, result in a breach or a violation of, or conflict with or result in a default under, or allow any other person to exercise any rights under, or require any consent in respect of (A) the constating documents of the Corporation or the Subsidiaries, (B) the resolutions of the directors of the Corporation, (C) any judgment, decree, order or award of any Governmental Authority having jurisdiction over the Corporation or the Subsidiaries, or (D) any Contract or permit to which any of the Corporation or the Subsidiaries is a party or by which its business may be affected, except, in each case, any breach, violation, conflict, default or right that would not reasonably be expected to have a Material Adverse Effect; (ii) will not result in the violation of any Laws applicable to the Corporation or the Subsidiaries, except where such violation would not have a Material Adverse Effect; and (iii) will not give rise to any Lien on or with respect to the property or assets now owned or hereafter acquired by the Corporation or the Subsidiaries or the acceleration of the maturity of any debt under any Contract binding or affecting any of the Corporation or the Subsidiaries or their property; (c) except as described in the Prospectus, all of the securities of the Corporation and each Subsidiary outstanding on the date hereof are validly authorized, issued and outstanding, as fully paid and non-assessable. All of the securities of the Subsidiaries are owned directly or indirectly by the Corporation (other than the Class B Acquisitionco Shares and the Class C Acquisitionco Shares), free and clear of all Liens, other than those Liens described in the Prospectus; (d) the Corporation is authorized to issue: (i) an unlimited number of Common Shares, of which, as of the date hereof, 9,966,882 Common Shares are issued and outstanding as fully paid and non-assessable; and (ii) an unlimited number of Special Voting Shares, of which, as of the date hereof, 1,478,537 Special Voting Shares are issued and outstanding as fully paid and non-assessable; (e) the business and the operations of the Corporation and each Subsidiary have been conducted at all times in material compliance with all Laws and Authorizations, and all such Authorizations are valid and existing and in good standing, except where such failure would not reasonably be expected to have a Material Adverse Effect. There are no facts relating to the properties of the Corporation and the consummation by Subsidiaries which are likely to give rise to a violation of Environmental Laws, except where such violation would not reasonably be expected to have a Material Adverse Effect. The Corporation is not aware of any fact that would require any of it or any Subsidiary to make future capital expenditures to conduct investigation, corrective action or remediation of any Hazardous Materials or comply with future with Environmental Laws in respect of its properties that would reasonably be expected to have a Material Adverse Effect. The Corporation has not received any written notice within the last three years alleging in any manner that it or any Subsidiary is responsible, or potentially responsible, for any Release of Hazardous Materials, any penalties or liabilities arising under any Environmental Laws or any violation of Environmental Laws, in each case relating to any of its properties that would reasonably be expected to have a Material Adverse Effect; (f) the Corporation is a reporting issuer within the meaning of Canadian Securities Laws in each of the transactions contemplated hereby Qualifying Jurisdictions and is not in default under the Canadian Securities Laws of any Qualifying Jurisdiction; (including without limitation, g) the issuance Common Shares are listed and posted for trading on the TSX; (h) no order suspending the distribution of any of the Class A Common Stock) have securities of the Corporation has been duly authorized issued by all necessary corporate action any Canadian Securities Regulator or other Governmental Authority and no proceeding for that purpose has been initiated or, to the knowledge of the Corporation, threatened by any Canadian Securities Regulator or other Governmental Authority, and any request on the part of any Canadian Securities Regulator or other Governmental Authority for additional information has been complied with; (i) other than the Corporationframework agreement with, including but and the limited partnership agreement of, Sherway LP, the Corporation is not limited party to all actions necessary to ensure that any Contract which in any manner affects or will affect the acquisition voting or control of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent any of the Corporation’s Board securities of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement Corporation or the transactions contemplated hereby Subsidiaries; (collectively, “Takeover Laws”), (ivj) this Agreement has been duly authorized, executed and delivered by the Corporation and, assuming due execution and delivery by the other parties thereto, constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation it in accordance with its terms, except as enforcement provided that enforceability may be limited by bankruptcy, insolvency and other similar Laws affecting creditors' rights generally, that specific performance, injunctive relief and other equitable principles remedies may be granted only in the discretion of a court of competent jurisdiction, that rights of indemnity and/or contribution may be limited by applicable Laws and that provisions purporting to sever prohibited or unenforceable provisions without affecting the enforceability of the remainder of the agreement may be limited by applicable Laws; (k) at the Time of Closing, the Indenture will be duly authorized, executed and delivered by the Corporation and, assuming due execution and delivery by the other parties thereto, will constitute a legal, valid and binding obligation of the Corporation enforceable against it in accordance with its terms, provided that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or insolvency and other similar laws relating to or limiting Laws affecting creditors’ ' rights generally, that specific performance, injunctive relief and other equitable remedies may be granted only in the discretion of a court of competent jurisdiction, that rights of indemnity and/or contribution may be limited by applicable Laws and that provisions purporting to sever prohibited or unenforceable provisions without affecting the enforceability of the remainder of the agreement may be limited by applicable Laws; (vl) the execution, delivery and performance issuance of the Debentures by the Corporation in accordance with the terms of this Agreement and the Indenture, has been authorized by all necessary action of the Corporation, and upon payment therefor in accordance with this Agreement and the Indenture, the Debentures will be validly issued and outstanding as fully paid and non-assessable securities of the Corporation; (m) the Underlying Shares issuable upon conversion, redemption or maturity of the Debentures have been duly and validly authorized, allotted and reserved for issuance in accordance with the terms of this Agreement and the Indenture and, upon their issuance in accordance with the terms of the Indenture, the Underlying Shares will be validly issued and outstanding as fully paid and non-assessable Common Shares; (n) the Corporation has prepared and filed with the Reviewing Authority and the other Canadian Securities Regulators in accordance with the Shelf Procedures, the Base Prospectus and has obtained from the Reviewing Authority receipts for the Base Prospectus for and on behalf of itself and each of the other Canadian Securities Regulators pursuant to the Passport System. The aggregate offering amount of all securities issued pursuant to the Base Prospectus does not and, upon completion of the Offering, will not exceed $100,000,000, being the maximum allowable amount thereunder. The Corporation is eligible to use the Shelf Procedures; (o) no Authorization is required by the Corporation or any Subsidiary for the execution and delivery of and the consummation performance by the Corporation of its obligations under this Agreement, the Indenture or the creation, issue, sale and distribution of the Qualified Securities, except as may be required under Canadian Securities Laws and which shall have been obtained on or before the Time of Closing; (p) the Corporation has obtained or will obtain, on or prior to the Closing Date, all required third party consents under the Contracts to which it or any Subsidiary is a party in connection with the transactions contemplated hereby by this Agreement, the Indenture and the Prospectus, where the failure to obtain such consent would reasonably be expected to have a Material Adverse Effect; (q) the form and terms of the global certificate for the Debentures, at the Time of Closing, will have been approved and adopted by the directors of the Corporation and comply with all legal requirements, including Canadian Securities Laws and the requirements of the TSX, and will not (A) result in a violation conflict with the articles or by-laws of the Certificate Corporation; (r) Equity Financial Trust Company is the registrar and transfer agent of Incorporation the Corporation with respect to the Common Shares and, at the Time of Closing, will have been duly appointed as the indenture trustee under the Indenture with respect to the Debentures; (s) the Offered Securities conform to the description thereof in the Prospectus; (t) other than as disclosed in the Prospectus and as contemplated by this Agreement, no person has any Contract or any right or privilege capable of becoming such (i) under which the Corporation or any of the Subsidiaries is, or may become, obligated to issue any of its securities, or (ii) for the purchase of any securities (including any debt) of the Corporation or the Bylaws any of the Corporation or (B) conflict withSubsidiaries, or constitute a any part of its business; (u) neither the Corporation nor any Subsidiary is in violation or default of (i) any provision of its constating documents, (ii) the terms of any Contract or an event which with notice other obligation, condition or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument covenant to which the Corporation it is a partyparty or by which it is bound or to which its property is subject, or (Ciii) result any Laws; except, in a each case, such violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by default which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a Material Adverse Effect; (v) the Corporation and each of the Subsidiaries has good and marketable title to all of its material adverse effect on assets and property. Other than as disclosed in the Prospectus and other than the pledges provided by certain of the Subsidiaries in respect of the obligations of Pawnee Leasing Corporation under its revolving credit facility and the security in respect of the floor plan financing of Sherway LP, there are no Liens relating to the business of the Corporation or any of the Subsidiaries or upon the assets of the Corporation or any of the Subsidiaries; (w) the Intellectual Property used by the Corporation and the Subsidiaries is owned or duly licensed by the Corporation and the Subsidiaries, as applicable, and, to the knowledge of the Corporation, the Corporation and the Subsidiaries have the right to use such Intellectual Property. To the knowledge of the Corporation, in the conduct of its business, neither the Corporation nor the Subsidiaries infringe or conflict with any Intellectual Property of any third party; (x) all policies and insurance contracts under which each of the Corporation and the Subsidiaries is insured are in full force and effect; (y) the Corporation and each of the Subsidiaries has (i) filed (or has had filed on its behalf) all Tax Returns required to be filed or sent by it to any Taxing Authority in any jurisdiction and all of those Tax Returns have been prepared in accordance with the provisions of the applicable Laws and are true, correct and complete in all material respects, (ii) properly paid (or has had paid on its behalf), or will pay when due, all Taxes and all professional fees incurred in connection with such Taxes due or claimed to be due by a Taxing Authority and (iii) properly withheld or collected and remitted all amounts required to be withheld or collected and remitted by it in respect of any Taxes. There are no assessments or investigations in progress, pending or, to the knowledge of the Corporation, threatened against any of the Corporation or the Subsidiaries in respect of Taxes. There are no Liens for Taxes upon the assets of any of the Corporation or the Subsidiaries. Neither the Corporation nor any Subsidiary is a party to any agreement, waiver or arrangement with any Taxing Authority which relates to any extension of time with respect to the filing of any Tax Returns, any payment of Taxes or any assessment thereof; (z) the Financial Information is true and correct in all material respects, presents fairly, in all material respects, the financial condition position, financial performance, cash flows and all of the assets and liabilities of the Corporation and the Subsidiaries, on a consolidated basis, for the periods ended on, and as at the dates indicated, and has been prepared in accordance with Canadian GAAP consistently applied and applicable Canadian Securities Laws, and the Corporation is not aware of any fact or results circumstance presently existing which would render the Financial Information materially incorrect; (aa) the Auditors are independent chartered accountants with respect to the Corporation, as required by applicable Canadian Securities Laws and there has not been any reportable event (within the meaning of operations.NI 51-102) with the Auditors; (bb) since September 30, 2013, the Corporation has not made, or agreed to make, any change in any method of accounting or auditing practice; (cc) the Financial Data contained in the Offering Documents is presented fairly and is true and correct in all material respects and contains no misrepresentation; (dd) other than as disclosed in the Prospectus, the Corporation has no liabilities or obligations, whether accrued, absolute, contingent, known, unknown, matured, unmatured or otherwise, and whether or not required under Canadian GAAP to be reflected on the consolidated financial statements of the Corporation incorporated by reference in the Prospectus, other than (i) liabilities and obligations that are reflected, accrued or reserved for in the balance sheet of the Corporation as at September 30, 2013, and (ii) obligations incurred in the ordinary course of business since September 30, 2013 that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (ee) other than as disclosed in the Prospectus, the Corporation and each of the Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with Canadian GAAP and to maintain accountability for assets; (iii) access to its assets is permitted only in accordance with management's general or specific authorization; (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to differences; and (v) material information relating to it is made known to those within the Corporation or such Subsidiary responsible for the preparation of the financial statements during the period in which the financial statements have been p

Representations and Warranties of the Corporation. 7.1 Each certificate required to be provided in accordance with the terms of this Agreement, signed by any officer of the Corporation and delivered to the Agents or the Agents’ counsel, will constitute a representation and warranty by the Corporation to the Agents or the Agents’ counsel, as the case may be, as to the matters covered by the certificate. 7.2 The Corporation represents and warrants that to the Agents as follows: (a) the authorized and issued share capital of the Corporation consists of an unlimited number of Shares, of which only 37,190,863 Shares were issued and outstanding as fully paid and non-assessable as at October 23, 2009. Other than (i) it 3,301,668 Shares for stock options; and (ii) 3,409,089 Shares for warrants, and upon their issue, the Securities and the Agent Securities, respectively, no securities of the Corporation will be subject to any pre-emptive right or other similar contractual right to acquire granted by the Corporation or to which the Corporation is subject; (b) the Corporation is a corporation valid and subsisting company duly incorporated and is existing in good standing under the laws of Canada; (c) the State Corporation is a reporting issuer in good standing under the securities laws of Delawareall the provinces of Canada, and no material change relating to the Corporation has occurred which has not been generally disclosed to the public and no such disclosure has been made on a confidential basis and remains not generally disclosed to the public; (iid) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (e) the Corporation does not beneficially own, or exercise control or direction over, 10% or more of the outstanding voting shares of any company; (f) the outstanding Shares are currently listed and posted for trading on the Stock Exchange; (g) no order ceasing or suspending trading in the securities of the Corporation nor prohibiting the sale of its securities has been issued to the Corporation or its directors, officers or promoters and, to the best of the knowledge of the Corporation, no investigations or proceedings for such purposes are pending or threatened; (h) the Corporation has taken all steps necessary to obtain the acceptance of the Stock Exchange for the issuance of the Securities comprising the Units pursuant to the Offering and the Agent Securities comprising the Agent Units and has complied with all other requirements of the Stock Exchange and requirements of the Securities Laws applicable to the offer and sale of Securities comprising the Units, and the Agent Units comprising the Agents’ fees, as contemplated herein required to be taken or complied with by it prior to the Closing Date; (i) the form of certificate representing the Common Shares is in proper form under the Canada Business Corporations Act and complies with the requirements of the Stock Exchange and does not conflict with the constating documents of the Corporation; (j) the Corporation has all requisite full corporate power and authority to enter into and perform this Agreement and to consummate undertake the transactions contemplated hereby offering of and to issue the Class A Common Shares and Share Purchase Warrants comprising the Units and the Warrant Shares underlying the Share Purchase Warrants and at the Closing Time, the Common Shares and Share Purchase Warrants comprising the Units will be duly and validly created, authorized and issued, and all Warrant Shares issuable upon exercise of the Share Purchase Warrants will be duly and validly authorized, allotted and reserved for issuance upon exercise of the Share Purchase Warrants and will, upon due exercise of the Share Purchase Warrants be issued as fully paid and non-assessable Shares; (k) the Corporation has full corporate power and authority to issue the Common Shares and Agent Warrants comprising the Agent Units and the Agent Warrant Shares underlying the Agent Warrants and at the Closing Time, the Agent Unit Shares and Agent Warrants comprising the Agent Units will be duly and validly created, authorized and issued, and all Agent Warrant Shares issuable upon exercise of the Agent Warrants will be duly and validly authorized, allotted and reserved for issuance upon exercise of the Agent Warrants and will, upon due exercise of the Agent Warrants be issued as fully paid and non-assessable Shares; (l) subject to compliance with section 2.5 of National Instrument 45-102 — Resale of Securities, the Common Shares will not be subject to a restricted period or to a statutory hold period under Securities Laws or to any resale restriction under the policies of the Stock Exchange which extends beyond four months and one day after the Closing Date; (m) the Corporation is the beneficial owner of or has the right to acquire the interests in, or has a valid leasehold interest in accordance the properties, business and assets referred to in the Public Record and any and all agreements pursuant to which the Corporation holds or has the right to acquire any such interest in property, business or assets are in good standing in all material respects according to their terms, and the properties are in good standing in all material respects under the applicable statutes and regulations of the jurisdictions in which they are situated; (n) the Public Record is accurate and omits no material facts, the omission of which makes the Public Record or any particulars therein, misleading or incorrect at the time such statements were made; (o) the Corporation owns or has the right to use pursuant to valid license, sublicense, contract or permission all Intellectual Property necessary for its operations as currently conducted. In the case of Intellectual Property owned by the Corporation, the Corporation owns such Intellectual Property free and clear of any Liens and all registered patents, trademarks, service marks and copyright held by the Corporation are subsisting; (p) the Corporation has not interfered with, misappropriated or infringed upon or otherwise come into conflict with any Intellectual Property rights of any third party. Neither the provision of any service nor the manufacture, marketing, license, sale or use of any product or technology currently licensed or sold by the Corporation violates any license or contract between the Corporation and any third party, or misappropriates or infringes upon any third party intellectual property rights. The Corporation has not received any charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation or violation. (q) the Corporation has been and is, and the business has been and is operated, in material compliance with all applicable Environmental Laws and no condition exists or event has occurred which, with or without notice or the passage of time or both, would constitute a material violation of or give rise to liability under any applicable Environmental Laws; (r) the Corporation has obtained all Environmental Permits required for the operation of its business, or any part thereof, as currently carried on. Each Environmental Permit is valid, subsisting and in good standing and the Corporation is not in default or breach of any Environmental Permit and no proceeding is pending or to the knowledge of the Corporation, threatened to revoke, amend or limit any Environmental Permit; (s) the Corporation has not used or permitted to be used any of its assets or facilities, whether owned, leased, occupied, controlled or licensed or which it owned, leased, occupied, controlled or licensed at any prior time, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance except in compliance with the terms Environmental Permits and all applicable Environmental Laws; (t) the Corporation has not received any notice of or been prosecuted for an offence alleging violation of or non-compliance with any Environmental Law, and has not settled any allegation of violation or non-compliance short of prosecution. The Corporation is not aware of any orders of Environmental Authorities relating to environmental matters requiring any work, repairs, construction or capital expenditures to be made with respect to the business or any property, facilities or assets (whether currently owned, leased, occupied, controlled or licensed or owned, leased, occupied, controlled or licensed at any time prior to the date hereof) of the Corporation; (u) except in compliance with the Environmental Permits and all Environmental Laws, to the best of the Corporation’s knowledge, the Corporation has not caused, allowed or permitted, or has any knowledge of, the release of any Hazardous Substance into the environment, in any manner whatsoever, or the presence of any Hazardous Substance on, under, around or from any of its properties, facilities or other assets (whether owned, leased, occupied, controlled or licensed), or any property, facility or other asset which it owned, controlled, occupied, licensed or leased at any time prior to the date hereof, or any such release or presence on or from a property, facility or other asset owned, leased, occupied, managed, controlled or licensed by third parties but with respect to which the Corporation is or may reasonably be alleged to have liability. All Hazardous Substances used in whole or in part by the Corporation or resulting from its business have to the best of the Corporation’s knowledge, been disposed of, treated or stored in compliance with all Environmental Permits and all Environmental Laws; (iiiv) the Corporation has not received any notice from any Environmental Authority that the Corporation’s business or the operation of any of the Corporation’s property, facilities or other assets is in violation of any Environmental Law or any Environmental Permit or that it is responsible (or potentially responsible) for the clean up of any Hazardous Substances at, on or beneath any of its property, facilities or other assets (whether currently owned, leased, occupied, managed, controlled or licensed, or owned, leased, occupied, managed, controlled or licensed at any time prior to the date hereof), or at, on or beneath any other land or in connection with any waste or contamination migration to or from any of the Corporation’s property, facilities or other assets; (w) the Corporation is not the subject of any international, foreign, federal, provincial, state, municipal or private action, suit, litigation, arbitration proceeding, governmental proceeding, investigation or claim involving a demand for damages or other potential liability with respect to violations of Environmental Laws or Environmental Permits; (x) no actions, suits, inquiries or proceedings are pending or, to the knowledge of the Corporation, are contemplated or threatened to which the Corporation is a party or to which the property of the Corporation is subject that would result individually or in the aggregate in any material adverse change in the operations, business or condition (financial or otherwise) of the Corporation; (y) there are no judgments against the Corporation which are unsatisfied, nor are there any consent decrees or injunctions to which the Corporation is subject; (z) the Corporation has complied and will comply materially with the requirements of all applicable corporate and Securities Laws, including without limitation, the Securities Laws in relation to the issue and trading of its securities and in all matters relating to the Offering; (aa) the Corporation is not in default or in breach in any material respect of, and the execution and delivery of this Agreement Agreement, the Subscription Agreements, the Share Purchase Warrant Certificates, the issue and sale of the Common Shares and Share Purchase Warrants comprising the Units, or any of the Securities underlying any such securities by the Corporation will not result in any material breach of, or be in conflict with or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under, any term or provision of its constating documents, by-laws or resolutions or any agreement or instrument to which the Corporation is a party or by which it is bound or any judgment, decree, order, statute, rule or regulation applicable to it; (bb) this Agreement, the Subscription Agreements, the Share Purchase Warrant Certificates, the Common Shares and Share Purchase Warrants comprising the consummation by it of the transactions contemplated hereby (including without limitationUnits, and the issuance of the Class A Common Stock) Warrant Shares upon exercise of the Share Purchase Warrants pursuant to the Offering have been duly authorized by all necessary corporate action on the part of the CorporationCorporation and, including but not limited to all actions necessary to ensure that upon execution thereof by the acquisition of shares Class A Common Stock pursuant to Corporation (and assuming due execution by and enforceability against the transactions contemplated hereby, to the fullest extent of other parties thereto other than the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes each such document will constitute a legal, valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement the enforceability thereof may be limited by equitable principles or by by: (i) bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws relating to or limiting creditors’ affecting creditor’s rights generally; (ii) general equitable principles; or (iii) limitations under applicable law in respect of rights of indemnity, contribution and waiver of contribution; (vcc) the executionFinancial Statements present fairly, delivery and performance in all material respects, the financial position of this Agreement by the Corporation as at the dates set out therein and the consummation by results of its operations and the changes in its financial position for the periods then ended, in accordance with Canadian generally accepted accounting principles; (dd) since October 8, 2009, except as disclosed in the Public Record and in respect of the Transaction, the Corporation has carried on business in the ordinary course and there has not been; (i) any material change in the assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of the transactions contemplated hereby will Corporation, as set forth in the Financial Statements and there has not been any material adverse change in the business, business prospects, operations or condition (Afinancial or otherwise) result in a violation or results of the Certificate operations of Incorporation the Corporation; (ii) except as contemplated in this Agreement, any material change in the capital stock or long-term debt of the Corporation, taken as a whole; (iii) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares in the capital of the Corporation or any direct or indirect redemption, purchase or other acquisition of any shares; or (iv) any change in accounting or tax practices followed by the Bylaws Corporation; (ee) the Corporation has conducted and is conducting its business in material compliance with all applicable laws, by-laws, rules and regulations of each jurisdiction in which its business is carried on and holds all material licences, registrations, permits, consents or qualifications (whether governmental, regulatory or otherwise) required in order to enable its business to be carried on as now conducted or as proposed to be conducted, and all such licences, registrations, permits, consents and qualifications are valid and subsisting and in good standing and the Corporation has received no notice of proceedings relating to the revocation or modification of any such license, registration, permit, consent or qualification which, if the subject of an unfavourable decision, ruling or finding, would materially adversely affect the conduct of the Corporation business, operations, condition (financial or otherwise) or income of the Corporation; (Bff) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is has taken or will take all steps as may be necessary for it to comply with the requirements of the Securities Laws in respect of the offering, issue and sale of the Common Shares and Share Purchase Warrants comprising the Units, and the Warrant Shares underlying the Share Purchase Warrants, and to allow the offering, issuance and sale of the Common Shares and Share Purchase Warrants comprising the Units, and the Warrant Shares underlying the Share Purchase Warrants to lawfully occur without the necessity of filing a party, prospectus in Canada or a registration statement in the United States or similar document in any other jurisdiction; (Cgg) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset has filed all documents that it is required to file under the continuous disclosure provisions of applicable Securities Laws in respect of the Corporation is bound or affectedoffering, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.issue and

Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agent and the Subscribers, and acknowledges that the Agent and the Subscribers are relying upon such representations and warranties in connection with the purchase and sale of the Special Warrants, as of a Closing Date as follows: (ia) it the Corporation is a corporation duly incorporated organized and is validly existing in good standing under the laws of the State of Delawarejurisdiction in which it was incorporated, (ii) it has all requisite corporate power and authority and is duly qualified and holds all necessary material permits, licences and authorizations necessary or required to carry on its business as now conducted and to own, lease or operate its properties and assets and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up, and the Corporation has all requisite power and authority to enter into each of this Agreement, the Subscription Agreements, the Special Warrant Indenture and perform this Agreement the Broker Warrant Certificate, (collectively, the “Transaction Documents”) and to consummate carry out its obligations hereunder and thereunder; (b) each of the execution and delivery of the Transaction Documents, the performance by the Corporation of its obligations hereunder and thereunder, the issue and sale of the Special Warrants, the performance by the Corporation of its obligations thereunder and the consummation of the transactions contemplated hereby by the Transaction Documents, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a material default under (whether after notice or lapse of time or both) (A) any statute, rule or regulation applicable to the Corporation or the Subsidiary including, without limitation, Applicable Securities Laws or the rules and regulations of the TSX-V; (B) the constating documents, by-laws or resolutions of the Corporation or the Subsidiary which are in effect at the date hereof; (C) any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or other document to which the Corporation or the Subsidiary is a party or by which the Corporation or the Subsidiary is bound; or (D) any judgment, decree or order binding the Corporation or the Subsidiary or any of their respective properties or assets; (c) the Corporation does not beneficially own or exercise control or direction over 10% or more of the outstanding voting shares of any company other than the Subsidiary, which is wholly-owned by the Corporation, and all of the issued and outstanding shares of the Subsidiary are issued as fully paid and non-assessable shares, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever and no person, firm or corporation has any agreement, option, right or privilege (whether present or future, contingent or absolute, pre-emptive or contractual) capable of becoming an agreement, for the purchase from the Corporation or the Subsidiary of any interest in any of the shares of the Subsidiary or for the issue or allotment of any unissued shares in the capital of the Subsidiary or any other security convertible into or exchangeable for any such shares of the Subsidiary; (d) the Subsidiary is a corporation duly organized and validly existing under the laws of the jurisdiction in which it was incorporated, has all requisite corporate power and authority and is duly qualified and holds all necessary material permits, licences and authorizations necessary or required to carry on its business as now conducted and to issue own, lease or operate its properties and assets and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up; (e) the Class A Common Stock Subsidiary has no material assets or liabilities, is not party to any material agreement and no material revenues are booked through the Subsidiary; (f) neither the Corporation nor the Subsidiary is in accordance with default or in breach in any material respect of the terms hereofconstating documents, by-laws or resolutions of its directors or shareholders or any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or other document to which the Corporation or the Subsidiary is a party or by which the Corporation or the Subsidiary is bound; (iiig) all consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for (i) the execution and delivery of this Agreement the Transaction Documents, (ii) the issuance of the Underlying Shares and the Broker Shares, and (iii) the completion of the transactions contemplated hereby, have been made or obtained, as applicable, subject to the Corporation filing with the Securities Commissions in the Selling Jurisdictions in Canada, within 10 days from the date of the sale of the Special Warrants, a Form 45-106F6 (and, if applicable, a Form 45-106F1) prepared and executed in accordance with Applicable Securities Laws and accompanied by the prescribed fees and fee checklist form, if any; (h) neither the Corporation nor the Subsidiary has approved, is contemplating, or has entered into any agreement in respect of, and neither the Corporation nor the Subsidiary has any knowledge of: (A) the purchase of any property material to the Corporation or the Subsidiary or assets or any interest therein or the sale, transfer or other disposition of any property material to the Corporation or the Subsidiary or assets or any interest therein currently owned, directly or indirectly, by the Corporation or the Subsidiary whether by asset sale, transfer or sale of shares or otherwise; or (B) the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of the Corporation or the Subsidiary) of the Corporation or the Subsidiary; (i) the Financial Statements have been prepared in accordance with accounting principles generally accepted in Canada and consistently applied throughout the period referred to therein, contain no misrepresentation and present fully, fairly and correctly, in all material respects, the financial condition of the Corporation as at the dates thereof and the results of the operations and the changes in the financial position of the Corporation for the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation and there has been no change in accounting policies or practices of the Corporation since September 30, 2013, other than as required by IFRS or as disclosed in the Financial Statements; (j) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation and the consummation Subsidiary have been paid, except where the failure to pay such taxes would not have a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by it each of the transactions contemplated hereby (including without limitationCorporation and the Subsidiary have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading, except where such failure would not have a Material Adverse Effect. To the issuance best of the Class A Common Stock) Corporation’s knowledge, no examination of any tax return of the Corporation of the Subsidiary is currently in progress and there are no issues or disputes outstanding with any governmental authority respecting any Taxes that have been duly authorized paid, or may be payable, by all the Corporation or the Subsidiary, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact in respect of the Corporation or the Subsidiary or have a Material Adverse Effect; (k) no holder of outstanding shares in the capital of the Corporation will be entitled to any pre-emptive or any similar rights to subscribe for any Common Shares or other securities of the Corporation and, other than as set out in Schedule “B” attached hereto, no rights, warrants or options to acquire, or instruments convertible into or exercisable or exchangeable for, any shares in the capital of the Corporation or the Subsidiary are outstanding; (l) no legal or governmental proceedings or inquiries are pending to which the Corporation or the Subsidiary is a party or to which their respective properties are subject that would result in the revocation or modification of any material contract, order, certificate, right, authority, permit or license necessary corporate action on to conduct the part business now owned or operated by the Corporation or the Subsidiary which, if the subject of an unfavourable decision, ruling or finding would have a Material Adverse Effect and, to the knowledge of the Corporation, including but not limited no such legal or governmental proceedings or inquiries have been threatened against or are contemplated with respect to the Corporation or the Subsidiary or with respect to their respective properties; (m) neither the Corporation nor the Subsidiary is in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it or its property may be bound; (n) the Corporation or the Subsidiary, as applicable, owns or has the right to use under license, sub-license or otherwise all actions necessary to ensure that Intellectual Property used by the acquisition Corporation or the Subsidiary; (o) any and all of shares Class A Common Stock the agreements and other documents and instruments pursuant to which the transactions contemplated herebyCorporation or the Subsidiary holds the property and assets thereof (including any interest in, or right to earn an interest in, any property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with terms thereof. Neither the fullest extent Corporation nor the Subsidiary is in default of any of the Corporation’s Board material provisions of Directors’ power any such agreements, documents or instruments nor has any such default been alleged and authority such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all leases, licences and claims pursuant to which the extent permitted by lawCorporation or the Subsidiary derive the interests thereof in such property and assets are in good standing and there has been no material default under any such lease, shall licence or claim. The properties (or any interest in, or right to earn an interest in, any property) of each of the Corporation and the Subsidiary are not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” right of first refusal or other form of anti-takeover laws purchase or acquisition right; (p) the Transaction Documents have been or will be duly authorized and regulations” of any jurisdiction that may purport to be applicable to this Agreement executed and delivered by the Corporation and constitute or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, will constitute valid and binding obligation obligations of the Corporation enforceable against the Corporation in accordance with its their respective terms, except as enforcement thereof may be limited by equitable principles or the Enforceability Qualifications; (q) at the Closing Time all necessary corporate action will have been taken by bankruptcythe Corporation to validly issue the Special Warrants pursuant to the terms of the Special Warrant Indenture, insolvencyto validly create and issue the Broker Warrants and to allot and reserve the Underlying Shares and the Broker Shares, reorganizationwhich upon issuance in accordance with the terms of such securities shall be validly issued as fully paid and non-assessable securities in the capital of the Corporation; (r) the authorized capital of the Corporation consists of an unlimited amount of Common Shares and an unlimited amount of preferred shares of which, moratoriumas at the close of business on the Business Day immediately preceding the date hereof, or similar laws relating 15,687,534 Common Shares and 2,382,540 preferred shares were issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation. There is sufficient authorized capital for the issuance of all Common Shares issuable on conversion of all Securities contemplated hereby and all outstanding convertible securities of the Corporation; (s) except for the Corporation guaranteeing certain obligations of the Subsidiary under the Lease, neither the Corporation nor the Subsidiary has made any loans to or limiting creditors’ rights generally, and guaranteed the obligations of any person; (vt) the execution, delivery and performance with respect to each premises of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation Subsidiary which is material to each of the Corporation or and the Bylaws Subsidiary and which each of the Corporation or and the Subsidiary occupies as tenant (B) conflict witheach, or constitute a default (or an event which with notice or lapse “Leased Premises”), each of time or both would become a default) under, or give the Corporation and the Subsidiary occupies its respective Leased Premises and has the exclusive right to others any rights occupy and use such Leased Premises and each of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument the leases pursuant to which the Corporation and the Subsidiary occupies its respective Leased Premises is a party, or in good standing and in full force and effect; (Cu) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset each of the Corporation and the Subsidiary is bound or affectedin compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages, except where non-compliance with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would such laws could not reasonably be expected to have a material adverse effect on Material Adverse Effect, and neither the Corporation nor the Subsidiary has or is engaged in any unfair labour practice; (v) none of the directors, officers or employees of the Corporation or the Subsidiary or any associate or affiliate of any of the foregoing had or has any material interest, direct or indirect, in any transaction or any proposed transaction with the Corporation or the Subsidiary which, as the case may be, materially affects, is material to or will materially affect the Corporation or the Subsidiary; (w) there have not been and there are not currently any material disagreements with any employee or employees of the Corporation or the Subsidiary which are adversely affecting or could adversely affect the business of the Corporation or the Subsidiary; (x) the assets of each of the Corporation and the Subsidiary and their respective businesses and operations are insured against loss or damage with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses, and such coverage is in full force and effect, and neither the Corporation nor the Subsidiary has failed to promptly give any notice of any material claim thereunder; (y) the minute books and records of each of the Corporation and the Subsidiary made available to counsel for the Agent in connection with its businessdue diligence investigation of the Corporation and the Subsidiary for the periods from each of the Corporation’s and the Subsidiary’s date of incorporation to the date hereof are all of the minute books and records of the Corporation and the Subsidiary, financial condition respectively, and contain copies of all proceedings (or results certified copies thereof or drafts thereof pending approval) of operations.the shareholders, the directors and all committees of directors of the Corporation and the Subsidiary to the date of review of such corporate records and minute books and there have been no other meetings, resolutions or proceedings of the shareholders, directors or any committees of the directors of the Corporation or the Subsidiary to the date hereof not reflected in such minute books and other records, other than those which have been disclosed in writing to the Agent; (z) in connection with the ownership, use, maintenance or operation of their properties and assets, including the Leased Premises, neither the Corporation nor the Subsidiary has been in violation of any applicable federal, provincial, municipal or local laws, by-laws, regulations, orders, policies, permits, licences, certificates or approvals having the force of law, domestic or foreign, relating to environmental, health or safety matters (collectively the “Environmental Laws”) which violation would have a Material Adverse Effect; (aa) without limiting the generality of subsection (z) immediately above, the Corporation does not have any knowledge

Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agent and acknowledges that the Agent is relying upon such representations and warranties, that: (a) delivery of each of the Preliminary Prospectus, the Prospectus or any Supplementary Material pursuant to paragraph 3 shall constitute a representation and warranty to the Agent by the Corporation that: (i) it is all of the information and statements contained in the Preliminary Prospectus, the Prospectus, Public Record or any Supplementary Material, as the case may be: (A) are at the respective dates of such documents, true and correct in all material respects; (B) contain no misrepresentation; and (C) constitute full, true and plain disclosure of all material facts relating to the Corporation and the distribution of the Unit Securities; other than any information or statements relating solely to the Agent and furnished to the Corporation by the Agent in writing expressly for inclusion in the Preliminary Prospectus, the Prospectus or the Supplementary Material; (ii) the Preliminary Prospectus, the Prospectus or any Supplementary Material, as the case may be, comply in all material respects with the Applicable Securities Laws; (iii) there has been no intervening material change (actual, proposed or prospective, whether financial or otherwise), from the date of the Preliminary Prospectus, the Prospectus and any Supplementary Material to the time of delivery thereof in the business, operations, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of operations of the Corporation; (iv) the Financial Statements fairly present, in all material respects and in accordance with generally accepted accounting principles in Canada consistently applied, the financial position and condition of the Corporation on a corporation consolidated basis as at the dates thereof and the results of the operations of the Corporation on a consolidated basis for the periods then ended and reflect all liabilities (absolute, accrued, contingent or otherwise) of the Corporation on a consolidated basis as at the dates thereof; (v) based upon representations made by the Corporation's auditors to the Corporation, the Corporation's auditors are independent chartered professional accountants with respect to the Corporation as required by Applicable Securities Laws; and (vi) there has not been any reportable disagreement (within the meaning of Section 4.11 of National Instrument 51-102 Continuous Disclosure Obligations, as amended or replaced) with the Corporation's auditors; (b) the Corporation has been duly incorporated and is existing in good standing valid and subsisting under the OBCA and the Corporation has all requisite power and authority to carry on its business as now conducted by it and to own, lease and operate its properties and assets; the Corporation has no Subsidiaries other than MXM Nation Inc. and SponsorsOne Media Inc., the Corporation owns all of the issued and outstanding securities of each of MXM Nation Inc. and SponsorsOne Media Inc., and the Corporation is not a partner of any partnership or limited partnership; (c) each of MXM Nation Inc. and SponsorsOne Media Inc. have been duly incorporated and are valid and subsisting under the laws of their respective jurisdictions of incorporation, and each Subsidiary has the State of Delaware, requisite power and authority to carry on its business as now conducted and to own and lease its respective properties and assets; (iid) it the Corporation has all requisite corporate full power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and perform its obligations set out herein (including, without limitation, to issue the Class A Common Stock in accordance with Offered Units) and the terms hereofEEI Option Certificates, (iii) the execution Unit Warrant Indenture and delivery of this Agreement the Sponsorship Option Certificates will be on the Closing Date, duly authorized, executed and delivered by the Corporation Corporation; and the consummation by it of the transactions contemplated hereby (including without limitationEEI Option Certificates, the issuance of Warrant Indenture and the Class A Common Stock) have been duly authorized by all necessary corporate action Sponsorship Option Certificates will be on the part of the CorporationClosing Date, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation obligations of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement their respective terms subject to the general qualification that: (i) the enforceability may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, reorganization or other similar laws relating of general application affecting creditors' rights; (ii) equitable remedies, including the remedies of specific performance and injunctive relief, are available only in the discretion of the applicable court; (iii) the enforceability of any provision exculpating a party from liability or duty otherwise owed by it may be limited under applicable law; (iv) the enforceability of provisions which purport to sever any provision which is prohibited or limiting creditors’ rights generally, and unenforceable under applicable law without affecting the enforceability or validity of the remainder of such document would be determined only in the discretion of the court; (v) the executionequitable or statutory powers of the courts in Canada having jurisdiction to stay proceedings before them and the execution of judgments; (vi) rights to indemnity and contribution hereunder may be limited under applicable law; and (vii) the enforceability may be limited by applicable laws regarding limitation of actions; (e) the Unit Common Shares, the Unit Warrants, the Warrant Shares, the Agent Options, the Agent Shares, the Agent Warrants and the Agent Warrant Shares have been authorized and the Unit Common Shares, the Warrant Shares, the Agent Shares and the Agent Warrant Shares have been reserved and allotted for issuance; (f) at the Closing Time, the EEI Options and Sponsorship Options will be duly and validly issued and created and the EEI Option Certificates and Sponsorship Option Certificates, respectively will be authorized; (g) when issued, the Unit Common Shares shall be duly and validly issued as fully paid and non- assessable shares in the capital of the Corporation; (h) upon the due exercise of the Unit Warrants, the Agent Options, the Sponsorship Options and the Agent Warrants in accordance with the respective provisions thereof, the Warrant Shares, the Agent Shares and Agent Warrant Shares, respectively, will be duly and validly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (i) the Corporation is not in default or breach of, and the execution and delivery of, and the performance of and compliance with the terms of this Agreement Agreement, the Unit Warrant Indenture, the EEI Option Certificates, the Sponsorship Option Certificates and the certificates representing the Agent Warrants, by the Corporation and the consummation by the Corporation or any of the transactions contemplated hereby and thereby, does not and will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict withany breach of, or constitute a default (or an event which with under, and does not and will not create a state of facts which, after notice or lapse of time or both both, would become result in a default) breach of or constitute a default under, any term or give to others provision of the articles, by-laws, other constating documents or resolutions of the directors or shareholders of the Corporation or any rights of terminationindenture, amendmentmortgage, acceleration note, contract, agreement (written or cancellation oforal), any agreementinstrument, indenture lease or instrument other document, to which the Corporation is a partyparty or by which it is bound, or (C) result in a violation of any lawjudgment, rule, regulationdecree, order, judgment statute, rule or decree regulation applicable to the Corporation Corporation, which default or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not breach might reasonably be expected to materially adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation or its properties and assets; (j) the Corporation has no reason to believe that it will not be able to obtain insurance coverage against such losses and risks and in such amounts as are prudent and customary in the businesses in which it is engaged at a cost that would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Corporation; (k) there are no existing actions, suits, proceedings or inquiries or, to the knowledge of the Corporation, pending or threatened against or affecting the Corporation and its Subsidiaries (taken as a whole) at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality which in any way materially adversely affects, or may in any way materially adversely affect, the business, operations, capital or condition (financial or otherwise) of the Corporation, MXM Nation Inc. or SponsorsOne Media Inc. or their respective assets or which affects or may affect the distribution of the Unit Securities or the Warrant Shares, the Agent Options, the Agent Shares, the Agent Warrants and the Agent Warrant Shares and the Corporation is not aware of any existing ground on which such action, suit, proceeding or inquiry might be commenced with any reasonable likelihood of success; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares of which 30,409,712 Common Shares are currently issued and outstanding prior to the Closing Date, all of which shares are validly issued, fully paid and non-assessable; (m) as of July 12, 2018, no person holds any securities convertible or exchangeable into any unissued securities of the Corporation, MXM Nation Inc. or SponsorsOne Media Inc. or has any agreement, warrant, option, right or privilege being or capable of becoming an agreement, warrant, option or right for the purchase or other acquisition of any unissued securities of the Corporation, MXM Nation Inc. or SponsorsOne Media Inc., except as contemplated pursuant to this Agreement, and except for (i) options to purchase 3,335,000 Common Shares at a weighted average exercise price of $0.33; (ii) 1,568,440 Special Warrants; (iii) 11,766,332 common share purchase warrants of the Corporation entitling the holder thereof to purchase Common Shares at an average price of $0.21; and (iv) 156,844 options to purchase Units; (n) the form and terms of definitive certificates representing the Common Shares, Unit Warrants, EEI Options, Sponsorship Options, and the Agent Warrants have been duly approved and adopted by the Corporation and comply with all legal requirements relating thereto; (o) the issued and outstanding Common Shares are listed and posted for trading on the Exchange, and the Corporation is in compliance with the rules and regulations of the Exchange; (p) neither the Securities Commissions, other securities commissions or similar regulatory authorities, the Exchange or any other stock exchanges in Canada has issued any order which is currently outstanding ceasing, halting, suspending or preventing trading in any securities of the Corporation, and no such proceeding is, to the knowledge of the Corporation, pending, contemplated or threatened; (q) the Corporation is a reporting issuer in the province of Ontario and is not in default of any requirement of Applicable Securities Laws; (r) to the knowledge of the Corporation, no insider of the Corporation has a present intention to sell any securities of the Corporation; (s) neither of the Corporation nor it Subsidiaries owes any money to, or has any present loans to, or borrowed any monies from, is or otherwise indebted to any officer, director, employee, shareholder, partner or any person not dealing at "arm's length" (as such term is defined in the Tax Act) with each of the Corporation and its Subsidiaries except for usual employee reimbursements and compensation paid in the ordinary and normal course of the business of each of the Corporation and its Subsidiaries; (t) other than as disclosed to the Agent, neither the Corporation nor any Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee, shareholder or any other person not dealing at arm's length with each of the Corporation and its Subsidiaries; (u) the minute books of the Corporation and its Subsidiaries are, in all material respects, true and correct and contain copies of all minutes of all meetings and all resolutions of the directors, committees of directors and shareholders of the Corporation and its Subsidiaries and all such meetings were duly called and properly held and all consent resolutions were properly adopted; (v) the books of account and other records of the Corporation and its Subsidiaries, whether of a financial or accounting nature or otherwise, have been maintained in accordance with prudent business practices; (w) other than as provided for in this Agreement, the Corporation has not incurred any obligation or liability, contingent or otherwise, for brokerage fees, finder's fees, commissions or other similar forms of compensation with respect to the transactions contemplated in this Agreement; (x) except pursuant to rights available for employees of the Corporation at common law, there is presently no material plan in place for retirement bonus, pension benefits, unemployment benefits, deferred compensation, severance or termination pay, insurance, sick leave, disability, salary continuation, legal benefits, vacation or other employee incentives or compensation that is contributed to or required to be contributed to by the Corporation or any of its Subsidiaries for the benefit of any current or former director, officer, employee, consultant or partner of the Corporation or any of its Subsidiaries; (y) neither the Corporation nor any Subsidiary is party to or bound by any agreement of guarantee, indemnification (other than an indemnification of directors and officers in accordance with the by-laws of the Corporation and its Subsidiaries and applicable laws, indemnification agreements or covenants that are entered into arising in the ordinary course of business, including operating and similar agreements, indemnification and contribution provisions in agency and underwriting agreements, transfer agency agreements and credit borrowing agreements) or any other like commitment of the obligations, liabilities (contingent or otherwise) of indebtedness of any other person; (z) to the knowledge of the Corporation, no officer, director, employee, partner or any other person not dealing at arm's length with the Corporation or its businessSubsidiaries, financial any associate or affiliate of any such person, owns, has or is entitled to any royalty or any other encumbrances or claims of any nature whatsoever on the properties or other assets, including, but not limited to the Intellectual Property of the Corporation and its Subsidiaries or any revenue or rights attributed thereto; (aa) to the Corporation's knowledge, neither the Corporation nor any of its holders of Common Shares is a party to any shareholders agreement, escrow agreement, pooling agreement, voting trust or other similar type of arrangements in respect of outstanding securities of the Corporation; (bb) the Corporation has not entered into any agreements or made any covenants with any parties, including without limitation any rights of first refusal, that would restrict the Corporation from entering the Material Agreements; (cc) each of the Corporation and its Subsidiaries has conducted and is conducting its business in compliance in all material respects with all applicable laws, rules and regulations and, in particular, all applicable licensing and environmental legislation, regulations or by-laws or other lawful requirements of any governmental or regulatory bodies applicable to each of them of each jurisdiction in which it carries on business and hold all licenses, registrations and qualifications in all jurisdictions in which it carries on business which are necessary or desirable to carry on the business as now conducted and as presently proposed to be conducted and all such licenses, registrations or qualifications are valid and existing and in good standing and none of such licenses, registrations or qualifications contain any burdensome term, provision, condition or results limitation which has or is likely to have any material adverse effect on the business of operations.each of the Corporation and its Subsidiaries, as now conducted or as proposed to be conducted and the Corporation is not aware of any legislation, regulation, rule or lawful requirements presently in force or proposed to be brought into force which the Corporation anticipates the Corporation or a Subsidiary will be unable to comply with without materially adversely a

Representations and Warranties of the Corporation. (1) The Corporation represents and warrants to the Agents (which representations and warranties shall survive the Closing and any closing of the exercise of the Over-Allotment Option in accordance with Section 19), and acknowledges that the Agents are relying on such representations and warranties in entering into this Agreement, that (iit being understood that any certificate signed by any officer of the Corporation and delivered to the Agents shall be deemed a representation and warranty by the Corporation to the Agents as to matters covered thereby): (a) it each of the Corporation, and its Subsidiaries (A) is a corporation duly incorporated incorporated, continued, amalgamated or formed and validly existing under the laws of the jurisdiction in which it was incorporated, continued, amalgamated or formed, as applicable; (B) has all requisite power and authority and is existing duly qualified and holds all necessary permits, licences and authorizations necessary or required to carry on its business as now conducted and proposed to be conducted to own, lease or operate its properties and assets; (C) where required, has been duly qualified as an extra-provincial corporation or foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases property, or conducts business unless, in each case, the State of Delawarefailure to do so would not individually or in the aggregate, have a Material Adverse Effect; and (iiD) it no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up; (b) the Corporation has all requisite corporate power power, authority and authority capacity to enter into and perform this Agreement each of the Transaction Documents and to consummate perform the transactions contemplated hereby herein and therein, including, without limitation, to issue the Class A Common Stock Offered Securities; (c) the Corporation has no direct or indirect subsidiary or any investment or proposed investment in accordance any person that is or will be material to the Corporation, other than the Subsidiaries; (d) the Corporation and certain of the Subsidiaries own all of the issued and outstanding shares of the Subsidiaries, free and clear of all encumbrances, claims or demands whatsoever and no person has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement, for the purchase from the Corporation or any Subsidiary of any interest in any of the shares in the capital of a Subsidiary. All of the issued and outstanding shares of the Subsidiaries are outstanding as fully paid and non- assessable, as applicable; (e) the Prospectus (or a document incorporated by reference therein) contains an accurate organizational chart showing the material ownership structure of the Corporation and each of its direct and indirect subsidiaries as of the date hereof, including, without limitation, the issued and outstanding share capital in each corporate entity shown thereof; (f) neither the Corporation nor any of its directors and officers has distributed and none of them will distribute, prior to each Closing Date, any offering material in connection with the terms hereof, Offering and sale of the Offered Securities other than the Offering Documents and such marketing materials described in Section 9(4)); (iiig) the execution and delivery of this Agreement by the Corporation and the consummation by Subsidiaries have conducted and are conducting their businesses in compliance with all applicable Laws and regulations of each jurisdiction in which it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action carries on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its termsbusiness, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating where the failure to or limiting creditors’ rights generallyso comply would not have a Material Adverse Effect, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by Subsidiaries hold all material requisite licences, registrations, qualifications, permits (including Environmental Permits) and consents necessary or appropriate for carrying on business as currently carried on and all such licences, registrations, qualifications, permits and consents are valid and subsisting and in good standing in all material respects. Without limiting the Corporation generality of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation foregoing, none of the Corporation or the Bylaws its Subsidiaries has received a written notice of the Corporation or (B) conflict withnon- compliance, or constitute a default (or an event which with notice or lapse of time or both would become a default) undernor does it know of, or give nor have reasonable grounds to others any rights of termination, amendment, acceleration or cancellation know of, any agreementfacts that could give rise to a notice of non-compliance with any such Laws, indenture regulations or instrument permits which would have a Material Adverse Effect; (h) no legal or governmental proceedings or inquiries are pending to which the Corporation or any Subsidiary is a party, party or (C) to which the property thereof is subject that would result in a violation the revocation or modification of any lawcertificate, ruleauthority, regulation, order, judgment permit or decree applicable license necessary to conduct the business now owned or operated by the Corporation or by which any property Subsidiary which, if the subject of an unfavourable decision, ruling or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not finding could reasonably be expected to have a material adverse effect on Material Adverse Effect and, to the knowledge of the Corporation, no such legal or governmental proceedings or inquiries have been threatened against or are contemplated with respect to the Corporation or any Subsidiary or with respect to the properties or assets thereof; (i) the Corporation is in compliance in all material respects with all of the rules, policies and requirements of the TSX-V, and OTCQX and the Common Shares are currently listed or quoted on the TSX-V and OTCQX and on no other stock exchange or public market; (j) the Corporation is currently a “reporting issuer” in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island and Newfoundland and is in compliance, in all material respects, with all of its businessobligations as a reporting issuer and since incorporation has not been the subject of any investigation by any stock exchange or any Securities Commission, financial condition is current with all material filings required to be made by it under Canadian Securities Laws and other laws, is not aware of any material deficiencies in the filing of any documents or results reports with any Securities Commissions and there is no material change relating to the Corporation which has occurred and with respect to which the requisite news release or material change report has not been filed with the Securities Commission. The Corporation will not, at the Closing Time on the Closing Date or the Option Closing Time on the Option Closing Date, as the case may be, be on the list of operations.defaulting issuers maintained by any Securities Commission in any of the Qualifying Provinces;

Representations and Warranties of the Corporation. The Corporation represents and warrants that to the Underwriters that: (i) it the Corporation is a corporation duly amalgamated and existing under the laws of Ontario and has all requisite power and authority to carry on its activities as now conducted and as currently proposed to be conducted and to own and lease its properties and assets and to carry out the provisions of this Agreement, the Trust Indenture and the Pledge Agreement, if any; (ii) each of the Material Subsidiaries is incorporated and is existing in good standing under the laws of the State its jurisdiction of Delaware, (ii) it incorporation or organization and each has all requisite corporate power and authority to enter into carry on its activities as now conducted and perform this Agreement as currently proposed to be conducted and to consummate the transactions contemplated hereby own and to issue the Class A Common Stock in accordance with the terms hereof, lease it properties and assets; (iii) the execution and delivery of this Agreement by Agreement, the Corporation Trust Indenture and the consummation by it Pledge Agreement, if any, the grant of the transactions contemplated hereby (including without limitationUnderwriters' Option, the issuance fulfillment of the Class A Common Stock) have been duly authorized terms hereof by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that and the acquisition issue, sale and delivery of shares Class A Common Stock pursuant the Purchased Securities to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions Underwriters as contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid do not and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation breach of, and do not and will not create a state of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict withfacts which, or constitute a default (or an event which with after notice or lapse of time or both would become both, will result in a defaultbreach by the Corporation of: (A) underany statute, rule or give regulation applicable to others the Corporation or any rights of terminationthe Material Subsidiaries including, amendmentwithout limitation, acceleration the Canadian Securities Laws and the by-laws, rules and regulations of the TSX; (B) the Articles or cancellation ofby-laws of any of the Corporation and the Material Subsidiaries or any resolutions of the directors or shareholders thereof which are in effect at the date hereof, (C) any agreementmortgage, indenture note, indenture, agreement or other instrument to which the Corporation or any Material Subsidiary is a party, party or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to by which the Corporation or by which any Material Subsidiary is bound; (D) any judgment, decree or order binding upon the Corporation or any of the Material Subsidiaries or the property or asset assets of the Corporation is bound or affectedany of the Material Subsidiaries, except with respect to clauses (B) where such conflict or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that breach would not reasonably be expected to have a material adverse effect on the Corporation or such Material Subsidiary, as the case may be and will not give rise to any lien, charge or encumbrance of any kind whatsoever, in or with respect to the properties or assets now owned or acquired at or prior to the Closing Time by the Corporation or any of its businesssubsidiaries or the acceleration of or the maturity of any debt under any material indenture, financial condition mortgage, lease, agreement or results instrument binding or affecting any of operations.them or any of their properties, in any case, other than those which terminate on the Closing Date or in respect of which waivers or consents have been received or will be received prior to the Closing Time or those which would not result in a material adverse change to the Corporation;

Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agents and the Purchasers, and acknowledges that they are relying upon such representations and warranties and covenants in purchasing the Offered Shares, as follows: (ia) it the Corporation is a corporation duly incorporated and validly existing under the laws of the Nevada and has all necessary corporate power and authority to own, lease and operate its properties and assets, to carry on the Business as it is currently conducted and proposed to be conducted, to enter into and perform its obligations under this Agreement, and any other material agreement to which it is a party, to undertake the Offering and all other transactions contemplated herein and is not in default of its corporate filings, and, to the knowledge of the Corporation, no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding-up; (b) the Corporation has no direct or indirect subsidiaries (as such term is defined in the Securities Act (Ontario)) other than the following (the “Subsidiary”), which is duly incorporated and validly existing under the laws of the jurisdiction in which it is incorporated and has all necessary corporate power and authority to own, lease and operate its properties and assets, to carry on the Business as it is currently conducted and proposed to be conducted, to perform its obligations under each material agreement to which it is a party and is not in default of its corporate filings: (c) the Corporation owns all of the issued and outstanding shares of the Subsidiary, such shares are free and clear of all encumbrances, claims or demands whatsoever and no person has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement, for the purchase from the Corporation or the Subsidiary of any interest in any of the shares in the capital of the Subsidiary. All of the issued and outstanding shares of the Subsidiary are outstanding as fully paid and non-assessable shares; (d) other than the Subsidiary, the Corporation does not have material investment or proposed investment in any person; (e) the corporate records and minute books of the Corporation and the Subsidiary are complete and accurate in all material respects and contain the minutes of all meetings and all resolutions of directors and shareholders of the Corporation and the Subsidiary (in each case, subject to ordinary course updating to be completed both before and after the Closing); (f) the authorized and issued share capital of the Corporation consists of 1,500,000,000 Common Shares with a par value of $0.000001 per Common Share and 10,000,000 shares of preferred shares with par value of $0.000001 per preferred share, of which ♦ Common Shares and no shares of preferred stock are issued and outstanding as of the date hereof, all of which shares are fully paid and non-assessable; (g) other than pursuant to the provisions of this Agreement or as set forth in this Section 6(g), as of the date of this Agreement, no person, firm, corporation or other entity holds any securities convertible or exchangeable into securities of the Corporation or now has any agreement, warrant, option, right or privilege (whether pre-emptive or contractual) being or capable of becoming an agreement, option or right for the purchase, subscription or issuance of any unissued shares, securities (including convertible securities) or warrants of the Corporation other than (i) outstanding stock options and restricted share units issued to directors, officers, employees and key consultants of the Corporation under the Corporation’s stock option plan exercisable into ♦ Common Shares; (ii) Common Share purchase warrants exercisable into ♦ Common Shares; and (iv) convertible debentures in the aggregate amount of US$21,000,000 issued to Sprott Private Resources Streaming and Royalty Corp. (“Sprott Streaming”) and certain affiliates of Sprott Streaming exercisable into an aggregate of ♦ Common Shares; (h) to the knowledge of the Corporation, there are no shareholders’ agreements, voting trusts, proxy or other agreements governing the rights of shareholders of the Corporation. The holders of the outstanding Common Shares of the Corporation are not entitled to pre-emptive or other rights to subscribe for the Common Shares, including after exercise or conversion of any security or right to acquire any security; (i) each of the Corporation and the Subsidiary has conducted and is conducting its Business in compliance in all material respects with all applicable Laws of each jurisdiction in which its Business is carried on and is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its Business to be carried on as it is now conducted and its property and assets to be owned, leased or operated, and all such licenses, registrations or qualifications are valid and existing and in good standing under the laws of the State jurisdiction of Delawareincorporation; (j) the Corporation is not in default or breach of, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation of, and the consummation compliance with the terms of, the Transaction Documents to which it is a party, the fulfillment of the terms thereof by it and the completion of the transactions contemplated hereby (including without limitationtherein, and the grant of the Over-Allotment Option, the issuance issuance, sale and delivery of the Class A Common Stock) have been duly authorized by all necessary corporate action Offered Shares, the Broker’s Warrants and the Broker Shares issuable on the part exercise of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the CorporationBroker’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement Warrants by the Corporation hereunder do not and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation material breach of, and do not and will not create a state of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict withfacts which, or constitute a default (or an event which with after notice or lapse of time or both, will result in a material breach of, and do not and will not conflict with: (i) any statute, rule or regulation applicable to the Corporation including, without limitation, Securities Laws and the policies, rules and regulations of the CSE, OTC, the SEC, and state securities regulators; (ii) any of the terms, conditions or provisions of the constating documents or by-laws or resolutions of the Corporation; (iii) any Material Contract to which the Corporation or the Subsidiary is a party or by which the Corporation or the Subsidiary is or will be contractually bound as of the Closing Time; (iv) any judgment, decree or order binding on the Corporation or the Subsidiary or any of their respective properties or assets; or (v) require any consent, authorization, registration or qualification of or with any Governmental Body, Securities Commission or other regulatory commission or agency or any third party except those that have been obtained (or will be obtained prior to the Closing Time); (k) all Material Contracts to which the Corporation and the Subsidiary is a party are in good standing and in full force and effect and no material default or breach exists in respect of any of them on the part of any of the parties to them and, to the knowledge of the Corporation, no event has occurred which, after the giving of notice or the lapse of time or both would become constitute such a defaultdefault or breach and which would have a Material Adverse Effect; the foregoing includes all the presently outstanding Material Contracts entered into by the Corporation and the Subsidiary in the course of carrying out their operations and all operations related thereto; (l) underthere has not been any material change in the consolidated assets, liabilities or obligations (absolute, contingent or otherwise) of the Corporation from the position set forth in the Financial Statements (as hereinafter defined), except as disclosed in the Final Prospectus, and there has not been any adverse material change in the business, operations, capital or condition (financial or otherwise) or results of the operations of the Corporation since September 30, 2022, and since that date, except as publicly disclosed, there have been no material facts, transactions, events or occurrences relating directly to the Corporation which could reasonably be expected to materially adversely affect the capital, assets, liabilities (absolute, accrued, contingent or otherwise), business, operations or condition (financial or otherwise) or results of the operations of the Corporation; (m) the Bunker Hill Project is the only material property to ‎the Corporation for the purposes of NI 43-101 and all material information with ‎respect thereto is completely and accurately described in the Prospectus;‎ (n) the Corporation or the Subsidiary, as applicable, made available to the authors ‎thereof prior to the issuance of the Bunker Hill Technical Report, for the purpose of preparing such report, all information ‎requested, and to the knowledge of the Corporation, no such information contained ‎any material misrepresentation as at the relevant time the relevant information was ‎made available and the Corporation does not have any knowledge of a material ‎adverse change in any production, cost, price, reserves or other relevant information ‎provided since the dates that such information was so provided;‎ (o) the Bunker Hill Technical Report ‎complied in all material respects with the requirements of NI 43-101 as at the date ‎of such report; since the date of preparation of such report there has been no change ‎that would disaffirm or change any aspect of such report in any material respect;‎ (p) the Corporation is in compliance with NI 43-101 in all material respects and has filed within the ‎prescribed time periods all technical reports required thereby;‎ (q) ‎other than the Leased Premises and except as disclosed in the Public Record, each of the Corporation and the Subsidiary is the absolute legal and beneficial owner of, and has good and marketable title to, all of the material properties and assets thereof as described in the Public Record, and no other property or assets are necessary for the conduct of the business of the Corporation and the Subsidiary as currently conducted. Any and all of the agreements and other documents and instruments pursuant to which each of the Corporation or the Subsidiary holds the property and assets thereof (including any interest in, or give right to others earn an interest in, any rights Intellectual Property) are valid and subsisting agreements, documents and instruments in full force and effect, enforceable in accordance with the terms thereof, and such properties and assets are in good standing under the applicable statutes and regulations of terminationthe jurisdictions in which they are situated, amendmentand all material leases, acceleration licenses and other agreements pursuant to which the Corporation or cancellation any Subsidiary derives the interests thereof in such property are in good standing. The Corporation does not know of any claim or the basis for any claim that might or could materially and adversely affect the right of the Corporation or any Subsidiary to use, transfer or otherwise exploit their respective assets, none of the properties (or any interest in, or right to earn an interest in, any property) of the Corporation or any Subsidiary is subject to any right of first refusal or purchase or acquisition right, and neither the Corporation nor any Subsidiary has a responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property and assets thereof; (r) other than the Bunker Hill Mine, neither the Corporation nor the Subsidiary owns ‎any real property; ‎ (s) the Corporation has not approved, is not contemplating, has not entered into, and has no knowledge of: (i) a change of control (by sale or transfer of shares or sale of all or substantially all of the assets or otherwise) of the Corporation; (ii) a proposed or planned disposition of any securities by any insider or any shareholder who owns, directly or indirectly, 5% or more of the issued and outstanding securities of the Corporation; or (iii) any written or oral agreement, option, understanding or commitment or any right or privilege capable of becoming such, for the purchase, sale, transfer or other disposition of any material property or assets or any interest therein owned directly or indirectly by the Corporation; (t) no acquisitions or dispositions have been made by the Corporation or the Subsidiary in the three most recently completed fiscal years that are “significant acquisitions” or “significant dispositions”, except for the Corporation’s acquisition of (i) the Bunker Hill Mine as described in the Public Record, and (ii) the Pend Oreille mill as described in the Public Record, and the Corporation is not a party to and has not approved the entering into of any contract or agreement with respect to any acquisition or disposition of material property or assets which would require disclosure under Securities Laws; (u) as at the date hereof the Corporation has no reason to believe that any Person intends to cease dealing with the Corporation or the Subsidiary on substantially the same terms as such Person presently deals with the Corporation, which may have or result in a Material Adverse Effect; (v) the Corporation and the Subsidiary have good title to all real, immovable, personal and movable properties owned by it, free and clear of all Liens of any kind except for Permitted Liens; (w) other than as disclosed in the Public Record, there are no actions, suits, judgements, proceedings, investigations or inquiries of any kind whatsoever outstanding, pending or to the best of the Corporation’s knowledge, threatened against or affecting the Corporation or the Subsidiary at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality, which could have a Material Adverse Effect, and the Corporation has no knowledge of any basis on which any such matter might be commenced with any reasonable likelihood of success; (x) the Corporation has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its securities of any class, and has not directly or indirectly, redeemed, purchased or otherwise acquired any of its Common Shares or securities or agreed to do so. Other than restrictions under Securities Laws, there is no restriction on or impediment to the declaration or payment of any dividend or other distribution on the shares in the constating documents of the Corporation or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which the Corporation is a party; (y) other than as disclosed in the Public Record, the Corporation does not owe any material amount to, nor has the Corporation made any present loans to, or (C) result in a violation borrowed any amount from or is otherwise indebted to, any officer, director, employee or security holder of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property of its affiliates or asset any Person not dealing at “arm’s-length” (as such term is defined in the Income Tax Act (Canada)) with any of them except for usual employee reimbursements and compensation paid in the ordinary and normal course of the Business. Except for usual arrangements made in the ordinary and normal course of the Business, the Corporation is not a party to any material contract, agreement or understanding with any officer, director, employee or security holder of the Corporation is bound or affectedany of its affiliates or any other Person not dealing at arm’s-length with the Corporation; (z) policies of insurance issued by insurers of recognized financial responsibility are maintained in respect of the operations, except with respect to clauses (B) or (C) for any conflictsproperties and assets, defaultsemployees, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on directors and officers of the Corporation in such amounts and covering such risks as are prudent and customary in the Business. All such policies of insurance are in full force and effect and no material default exists under such policies of insurance as to the payment of premiums or otherwise under the terms of any such policy, there are no material claims by the Corporation under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; to the knowledge of the Corporation, the Corporation will be able to renew its business, financial condition existing insurance coverage as and when such coverage expires or results of operations.to obtain similar coverage from similar insurers as may be necessary to continue its Business. The

Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agent and the Subscribers, and acknowledges that the Agent and the Subscribers are relying upon such representations and warranties in connection with the purchase and sale of the Special Warrants, as of the Closing Date or each Additional Closing Dates, as follows: (ia) it the Corporation is a corporation duly incorporated organized and is validly existing in good standing under the laws of the State of Delawarejurisdiction in which it was incorporated, (ii) it has all requisite corporate power and authority and is duly qualified and holds all necessary material permits, licences and authorizations necessary or required to carry on its business as now conducted and to own, lease or operate its properties and assets and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up, and the Corporation has all requisite power and authority to enter into each of this Agreement, the Subscription Agreements, the Special Warrant Indenture, and perform this Agreement the Broker Warrant Certificate (collectively, the “Transaction Documents”) and to consummate carry out its obligations hereunder and thereunder; (b) each of the execution and delivery of the Transaction Documents, the performance by the Corporation of its obligations hereunder and thereunder, the issue and sale of the Special Warrants, the performance by the Corporation of its obligations thereunder and the consummation of the transactions contemplated hereby by the Transaction Documents, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both) (A) any statute, rule or regulation applicable to the Corporation or the Subsidiaries including, without limitation, Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation or the Subsidiaries which are in effect at the date hereof; (C) any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or other document to which the Corporation or any Subsidiary is a party or by which the Corporation or any Subsidiary is bound; or (D) any judgment, decree or order binding the Corporation or any Subsidiary or any of their respective properties or assets, except, in the case of clauses (A), (C) and (D), where such conflict, breach or default is not material; (c) the Corporation does not beneficially own or exercise control or direction over 10% or more of the outstanding voting shares of any company other than the Subsidiaries, of which CannTrust and Elmcliffe Investments Inc. are wholly-owned by the Corporation and the Corporation has a 50% ownership interest in CCTPC, and all of the issued and outstanding shares of each Subsidiary are issued as fully paid and non-assessable shares, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever and no person, firm or corporation has any agreement, option, right or privilege (whether present or future, contingent or absolute, pre-emptive or contractual) capable of becoming an agreement, for the purchase from the Corporation or the Subsidiaries of any interest in any of the shares of the Subsidiaries or for the issue or allotment of any unissued shares in the capital of the Subsidiaries or any other security convertible into or exchangeable for any such shares of the Subsidiaries; (d) each Subsidiary is a corporation duly organized and validly existing under the laws of the jurisdiction in which it was incorporated, has all requisite corporate power and authority and is duly qualified and holds all necessary permits, licences and authorizations necessary or required to carry on its business as now conducted and to issue own, lease or operate its properties and assets and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up; (e) none of the Class A Common Stock Corporation or the Subsidiaries is (A) in accordance default or in breach of the constating documents or resolutions of its directors or shareholders or (B) in default of any material obligations under any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease including, without limitation, the Licenses or other document to which the Corporation or any Subsidiary is a party or by which the Corporation or any Subsidiary is bound; (f) except where no Material Adverse Effect would result, each of the Corporation and the Subsidiaries is licensed, registered or qualified as an extra-provincial, foreign corporation or an extra-provincial partnership, as the case may be, in all jurisdictions where the character of the property or assets thereof owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and is carrying on the business thereof in compliance with the terms hereofall applicable laws, rules and regulations of each such jurisdiction; (iiig) all consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for (i) the execution and delivery of this Agreement the Transaction Documents, (ii) the issuance of the Special Warrants, the Underlying Shares, the Broker Warrants and the Broker Shares, and (iii) the completion of the transactions contemplated hereby, have been made or obtained, as applicable, subject to the Corporation filing with the Securities Commissions in the Selling Jurisdictions in Canada, within 10 days from the date of the sale of the Special Warrants, a Form 45-106F1 prepared and executed in accordance with Applicable Securities Laws and accompanied by the prescribed fees; (h) none of the Corporation or the Subsidiaries has approved, is contemplating, or has entered into any agreement in respect of, and none of the Corporation or the Subsidiaries has any knowledge of: (A) other than as described in the “Use of Proceeds” in Schedule A to the Subscription Agreement, the purchase of any property material to the Corporation or the Subsidiaries or assets or any interest therein or the sale, transfer or other disposition of any property of the Corporation or the Subsidiaries or assets or any interest therein currently owned, directly or indirectly, by the Corporation or the Subsidiaries whether by asset sale, transfer or sale of shares or otherwise; or (B) the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of the Corporation or the Subsidiaries) of the Corporation or the Subsidiaries; (i) the Financial Statements have been prepared in accordance with accounting principles generally accepted in Canada and consistently applied throughout the period referred to therein, contain no misrepresentation and present fully, fairly and correctly, in all material respects, the financial condition of the Corporation as at the dates thereof and the results of the operations and the changes in the financial position of the Corporation for the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation and there has been no change in accounting policies or practices of the Corporation since December 31, 2015, other than as required by Canadian generally accepted accounting principles or as disclosed in the Financial Statements; (j) each of the Corporation and the Subsidiaries maintains a system of internal controls sufficient to provide reasonable assurance that access to assets is permitted only in accordance with management’s general or specific authorization; (k) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) Subsidiaries have been duly authorized paid, except where the failure to pay Taxes would not have a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation and the Subsidiaries have been filed with all necessary corporate action on appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate in all material respects and no material fact or facts have been omitted therefrom which would make any of them misleading, except where the part failure to file such documents would not have a Material Adverse Effect. To the knowledge of the Corporation, including but no examination of any tax return of the Corporation or the Subsidiaries is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable, by the Corporation or the Subsidiaries, except where such examinations, issues or disputes would not limited have a Material Adverse Effect; (l) other than as set out in Schedule A to all actions necessary this Agreement, there are no rights, warrants or options to ensure that acquire, or instruments convertible into or exchangeable for, any shares in the acquisition capital of the Corporation or the Subsidiaries are outstanding and no person is entitled to any pre-emptive or any similar rights to subscribe for any Common Shares or other securities of the Corporation; (m) the Corporation has not declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of its shares Class A Common Stock pursuant and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its securities or agreed to do so or otherwise effected any return of capital with respect to such securities; (n) there are no legal or governmental actions, suits, judgments, investigations, charges or proceedings are pending to which the transactions contemplated herebyCorporation, the Subsidiaries or, to the fullest extent knowledge of the Corporation, any of the directors, officers or employees of the Corporation or the Subsidiaries is a party or to which the Corporation’s Board of Directorsor the Subsidiaries’ power and authority and property or assets are subject which if finally determined adversely to the extent permitted by lawCorporation or the Subsidiaries would be expected to result in a Material Adverse Effect and, shall not be to the knowledge of the Corporation, no such proceedings have been threatened against or are contemplated with respect to the Corporation, the Subsidiaries and/or any of their respective directors, officers or employees, or with respect to the property and assets of the Corporation taken as a whole and none of the Corporation or any Subsidiary is subject to any “moratorium,” “control share acquisition,” “judgment, order, writ, injunction, decree or award of any Governmental Authority, which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (o) each of the Corporation and the Subsidiaries has conducted and is conducting its business combination,” “fair price” in compliance in all material respects with all applicable laws and regulations of each jurisdiction in which it carries on business or other form of holds assets (including all applicable federal, provincial, municipal and local environmental anti-takeover pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, including all Governmental Authorities), holds all Permits under all such laws and regulations” is in compliance in all material respects with all terms of such Permits, and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or Permits, which would have a Material Adverse Effect. For certainty, all products manufactured, in whole or in part, by CannTrust are manufactured in compliance in all material respects with and meet industry specific standards set by all relevant organizations, which pertain to the business of CannTrust and CannTrust’s products have met and satisfied all product safety standards necessary to permit the sale thereof in each jurisdiction in which such products are sold; (p) each of the Corporation and the Subsidiaries, as applicable, owns or has the right to use under license, sub-license or otherwise all Intellectual Property used by the Corporation or the Subsidiaries in their respective businesses; (q) any and all of the agreements and other documents and instruments pursuant to which the Corporation or a Subsidiary holds the property and assets thereof (including any interest in, or right to earn an interest in, any property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with terms thereof. None of the Corporation or any of the Subsidiaries is in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all leases, licences and claims pursuant to which the Corporation or a Subsidiary derives the interests thereof in such property and assets are in good standing in all material respects and there has been no material default under any such lease, licence or claim. Other than the Corporation’s interest in CCTPC, as governed by the CCTPC Shareholders Agreement, the properties (or any interest in, or right to earn an interest in, any property) of each of the Corporation and the Subsidiaries are not subject to any right of first refusal or purchase or acquisition right; (r) each of the Corporation and the Subsidiaries holds all of the permits, licenses and like authorizations (including the Material Licenses) necessary for it to carry on its business in each jurisdiction where such business is carried on that may purport are material to be applicable to this Agreement or the transactions contemplated hereby conduct of the business of each of the Corporation and the Subsidiaries (collectively, the “Takeover LawsPermits”), ; all such Permits are valid and subsisting and in good standing and each of the Corporation and the Subsidiaries are in material compliance with each such Permit; (ivs) this Agreement constitutes a legal, the Transaction Documents have been or will be duly authorized and executed and delivered by the Corporation and constitute or will constitute valid and binding obligation obligations of the Corporation enforceable against the Corporation in accordance with its their respective terms, except as enforcement thereof may be limited by equitable principles or the Enforceability Qualifications; (t) at the Closing Time all necessary corporate action will have been taken by bankruptcythe Corporation to validly issue the Special Warrants pursuant to the terms of the Special Warrant Indenture, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generallyvalidly create and issue the Broker Warrants, and to allot and reserve the Broker Shares, which upon issuance in accordance with the terms of such securities shall be validly issued as fully paid and non-assessable securities in the capital of the Corporation; (u) the authorized capital of the Corporation consists only of an unlimited number of Common Shares, and as at the close of business on the Business Day immediately preceding the date hereof, 67,995,920 Common Shares were issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation. There is sufficient authorized capital for the issuance of all Common Shares issuable on conversion of all Securities contemplated hereby and all outstanding convertible securities of the Corporation; (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation none of the Corporation or the Bylaws Subsidiaries has made any loans to or guaranteed the obligations of any person; (w) with respect to each premises of the Corporation and the Subsidiaries which is material to each of the Corporation and the Subsidiaries and which each of the Corporation or a Subsidiary occupies as tenant (B) conflict witheach, or constitute a default (or an event which with notice or lapse “Leased Premises”), each of time or both would become a default) under, or give the Corporation and the Subsidiaries occupies its respective Leased Premises and has the exclusive right to others any rights occupy and use such Leased Premises and each of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument the leases pursuant to which the Corporation or a Subsidiary occupies its respective Leased Premises is a partyin good standing and in full force and effect and in full force and effect under valid, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except subsisting and enforceable leases with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would such exceptions as are not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.and do not interfere with

Representations and Warranties of the Corporation. (1) The Corporation hereby represents and warrants to the Agents, intending that the same may be relied upon by the Agents, that: (ia) it is a corporation each of the Corporation and the Material Subsidiaries has been duly incorporated incorporated, continued or amalgamated and organized and is validly existing in good standing under the laws of the State its jurisdiction of Delawareincorporation, (ii) it continuance or amalgamation, has all requisite corporate power and authority to enter into carry on its business as now conducted and perform this Agreement as contemplated by the Prospectuses, and to consummate the transactions contemplated hereby own, lease and to issue the Class A Common Stock in accordance with the terms hereofoperate its properties and assets, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by has all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ requisite power and authority and to carry out its obligations under this Agreement; (b) the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation only material operating subsidiaries of the Corporation enforceable against are listed in Schedule A; (c) the Corporation in accordance with or one of its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, Material Subsidiaries owns the issued and (v) the execution, delivery and performance outstanding shares of this Agreement by the Corporation and the consummation by the Corporation each of the transactions contemplated hereby will not Material Subsidiaries as set out in Schedule A, in each case free and clear of any pledge, lien, security interest, charge, claim or encumbrance, other than as is described in the Prospectuses; (Ad) result no order, ruling or determination having the effect of ceasing, suspending or restricting trading in a violation of the Certificate of Incorporation any Common Shares of the Corporation or the Bylaws sale of the Common Shares has been issued and no proceedings, investigations or inquiries for such purpose are pending or, to the Corporation’s knowledge, threatened; (e) the Corporation’s common shares are, and the Common Shares will be, posted and listed for trading on the Exchanges and the Corporation is not in default in any material respect of any of the listing requirements of the Exchanges; (f) other than options under the Corporation’s Stock Option Plans, the Corporation is not a party to and has not entered into any agreement, warrant, option, right or privilege reasonably capable of becoming an agreement, for the purchase, subscription or issuance of any Common Shares or securities convertible into or exchangeable for common shares other than as set out in Schedule C; (g) as at December 5, 2003, the authorized share capital of the Corporation consisted of an unlimited number of Common Shares and an unlimited number of First Preferred shares, of which 125,439,306 Common Shares and no First Preferred shares are issued and outstanding; (h) the Corporation and each of the Material Subsidiaries have conducted and are conducting their respective businesses in compliance with all applicable laws, rules, regulations, tariffs, orders and directives, including without limitation, all laws, regulations and statutes relating to mining and to mining claims, concessions or (B) conflict withleases, and environmental, health and safety laws, rules, regulations, or constitute a default (policies or an event which with notice other lawful requirements of any governmental or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to regulatory bodies having jurisdiction over the Corporation and the Material Subsidiaries in each jurisdiction in which the Corporation is a partyor the Material Subsidiaries carries on their respective businesses, other than those in respect of which the failure to comply would not individually or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset aggregate be material. Each of the Corporation and the Material Subsidiaries holds all certificates, authorities, permits, licenses, registrations and qualifications (collectively, the “Authorities”) in all jurisdictions in which each carries on its business and which are material for and necessary or desirable to carry on their respective businesses as now conducted. To the best of the Corporation’s knowledge, information and belief all the Authorities are valid and existing and in good standing and none of the Authorities contain any burdensome term, provision, condition or limitation which has or is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected likely to have a any material adverse effect on the business of the Corporation and the Material Subsidiaries (taken as a whole) as now conducted or as proposed to be conducted. Neither the Corporation nor any of the Material Subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Authorities which, singly or in the aggregate, if the subject of an unfavourable decision, ruling or finding, would materially adversely affect the business, operations, financial condition, or income of the Corporation or the Material Subsidiaries (taken as a whole) or any notice of the revocation or cancellation of, or any intention to revoke or cancel, any of the mining claims, concessions or leases comprising: (i) the Bogoso/Prestea property; (ii) the Mampon property; (iii) the ▇▇▇▇ ▇▇▇▇▇▇ property; (iv) the Yaou and Dorlin properties; and (v) the Wassa property. The above-noted properties are referred to, collectively, as the “Resource Properties” and each such property, other than the Mampon property, is as described in the Form 10-K of the Corporation dated March 25, 2003 . The Bogoso/Prestea property, the Mampon property and the Wassa property are referred to collectively, as the “Material Resource Properties”; (i) the Corporation and each of its Material Subsidiaries have good and marketable title to all assets owned by them free and clear of all liens, charges and encumbrances, other than as described in the Prospectuses, and other than such liens, charges and encumbrances that are not individually or in the aggregate material to the Corporation or the Material Subsidiaries; (j) all interests in the Resource Properties are owned, leased or held by the Corporation or its businessMaterial Subsidiaries as owner or lessee thereof, financial condition are so owned with good and marketable title or results are so leased with good and valid title, are in good standing, are valid and enforceable, are free and clear of any liens, charges or encumbrances and no royalty is payable in respect of any of them, except as set out in the Prospectuses or as are not individually or in the aggregate material to the Corporation or the Material Subsidiaries, or other than as would not have a material effect on the value of such interests; no other material property rights are necessary for the conduct or intended conduct of the Corporation’s or the Material Subsidiaries’ business and there are no restrictions on the ability of the Corporation or the Material Subsidiaries to use, transfer or otherwise exploit any such property rights, except as set out in the Prospectuses; (k) (A) the Corporation and its Material Subsidiaries are in material compliance with all material terms and provisions of all contracts, agreements, indentures, leases, instruments and licences material to the conduct of its business and (B) all such contracts, agreements, indentures, leases, policies, instruments and licences are valid and binding in accordance with their terms and in full force and effect; (l) to the best of the Corporation’s knowledge, information and belief none of the real property (and the buildings constructed thereon) in which the Corporation or any of the Material Subsidiaries has a direct or indirect interest, whether leasehold or fee simple or otherwise (the “Real Property”), or upon or within which it has operations., is subject to any judicial or administrative proceeding alleging the violation of any federal, provincial, state or municipal environmental, health or safety statute or regulation, domestic or foreign, or is subject to any investigation concerning whether any remedial action is needed to respond to a release of any Hazardous Material (as defined below) into the environment. Except in material compliance with applicable environmental laws, neither the Corporation nor any Material Subsidiary nor, to the Corporation’s knowledge, any occupier of the Real Property, has filed any notice under any federal, provincial, state or municipal law, domestic or foreign, indicating past or present treatment, storage or disposal of a Hazardous Material. Except in material compliance with applicable environmental laws, none of the Real Property has at any time been used by the Corporation or a Material Subsidiary or, to the best of the Corporation’s knowledge, information and belief by any other occupier, as a waste storage or waste disposal site. Except as disclosed in the Prospectuses, the Corporation, on a consolidated basis, has no contingent liability of which it has knowledge in connection with any release of any Hazardous Material on or into the environment from any of the Real Property or operations thereon. Neither the Corporation nor any Material Subsidiary nor, to the best of the Corporation’s knowledge, any occupier of the Real Property, generates, transports, treats, processes, stores or disposes of any waste on any of the Real Property in material contravention of applicable federal, provincial, state or municipal laws or regulations enacted for the protection of the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or human health or wildlife. To the Corporation’s knowledge, no underground storage tanks or surface impoundments containing a petroleum product or Hazardous Material are located on any of the Real Property in contravention of applicable federal, provincial, state or municipal laws or regulations, domestic or foreign, enacted for the protection of the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), human health or wildlife. For the purposes of this Section 6(1)(l), “Hazardous Material” means any contaminant, chemical, pollutant, subject waste, hazardous waste, deleterious substance, industrial waste, toxic matter or any other substance that when released into the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) is likely to cause, at some immediate or future time, harm or degradation to the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or risk to human health and, without restricting the generality of the foregoing, includes any contaminant, chemical, pollutant, subject waste, deleterious substance, industrial waste, toxic matter or hazardous waste as defined by applicable federal, provincial, state or municipal laws or regulations enacted for the protection of the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), or human health or wildlife;

Representations and Warranties of the Corporation. The Corporation represents and warrants that to the Auction Agent that: (ia) it the Corporation is a corporation duly incorporated organized and is existing business Corporation in good standing under the laws of the State of Delaware, (ii) it its incorporation and has full corporate power or all requisite corporate power to execute and authority to enter into and perform this deliver the Agreement and to consummate the transactions contemplated hereby authorize, create and to issue the Class A Common Stock Preferred Shares, and the Preferred Shares when issued, will be duly authorized, validly issued, fully paid and nonassessable; (b) the Agreement has been duly and validly authorized, executed and delivered by the Corporation and constitutes the legal, valid and binding obligation of the Corporation; (c) the form of the certificate evidencing the Preferred Shares complies or will comply with all applicable laws of the State of its incorporation; (d) when issued, the Preferred Shares will have been duly registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in accordance connection with the terms hereof, execution and delivery of this Agreement or will have been required in connection with the issuance of Preferred Shares; (iiie) the execution and delivery of this Agreement by the Corporation and the consummation by it issuance and delivery of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but Preferred Shares do not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) conflict with, violate or result in a violation of breach of, the Certificate of Incorporation of the Corporation terms, conditions or the Bylaws of the Corporation or (B) conflict withprovisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, the Articles of Amendment and Restatement (as amended) or give to others any rights the By- Laws of termination, amendment, acceleration or cancellation ofthe Corporation, any agreementlaw or regulation, indenture any order or instrument decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Corporation is a partyparty or by which it is bound the effect of which conflict, violation, default or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable breach would be material to the Corporation or by which any property the Corporation and its subsidiaries taken as a whole; and (f) no taxes are payable upon or asset in respect of the Corporation is bound execution of this Agreement or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results issuance of operationsthe Preferred Shares.

Representations and Warranties of the Corporation. The Corporation hereby acknowledges, represents and warrants that to the Stockholders as follows: (ia) it The Corporation is a corporation duly incorporated organized, validly existing and is existing in good standing under the laws of the State of Delaware, (ii) it has all requisite Delaware with full corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby hereby. The Corporation's authorized capital stock consists of One Thousand Five Hundred (1,500) shares of Common Stock, of which 202.1147 shares are issued and outstanding. True and correct copies of the Certificate of Incorporation and the Restated By-laws of the Corporation are annexed hereto as SCHEDULES B and C, respectively. (b) The Corporation has full power and authority (corporate or otherwise) to issue execute, deliver and perform this Agreement, and the Class A Common Stock execution, delivery and performance of this Agreement will not result in accordance (i) the breach of or default under, with or without the terms hereofgiving of notice or passage of time, or both, its Certificate of Incorporation, By-Laws, any mortgage, indenture, contract, agreement or other arrangement to which it is a party or by which it or its properties may be bound, (ii) the violation of any law, statute, rule, decree, order, judgment or regulation binding upon it, or (iii) (except as contemplated by this Agreement) the execution creation or imposition of any lien or encumbrance on any of its properties or assets. (c) This Agreement and delivery of this Agreement by the Corporation and the consummation by it of the all transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power Corporation and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes constitute a legal, valid and binding obligation of the Corporation enforceable against the Corporation it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance . The Board of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation Directors of the Corporation or the Bylaws of has adopted appropriate resolutions authorizing the Corporation or to enter into this Agreement and undertaking to fulfill all the terms of this Agreement. (Bd) conflict withThe Corporation owns of record the patent applications listed on SCHEDULE D annexed hereto; provided, or constitute a default (or an event which with notice or lapse of time or both would become a default) underhowever, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which that the Corporation is a party, makes no representation or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except warranty with respect to clauses (B) the patentability of any invention claimed on such SCHEDULE D or (C) for the validity or enforceability of any conflicts, defaults, accelerations, terminations, cancellations or violations, patent that would not reasonably may be expected issued to have a material adverse effect on the Corporation or its business, financial condition or results of operationsCorporation.

Representations and Warranties of the Corporation. The Corporation represents and warrants that to the Secured Party (i) it is a corporation duly incorporated which representations and is existing in good standing under the laws warranties shall be deemed to continue to be made until all of the State of DelawareIndebtedness has been paid in full in cash) that: (a) The execution, (ii) it has all requisite corporate power delivery and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement performance by the Corporation of this Security Agreement and the consummation by it pledge of the transactions contemplated hereby (including without limitationCollateral hereunder do not and will not result in any violation of any agreement, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby ; (collectively, “Takeover Laws”), (ivb) this This Security Agreement constitutes a the legal, valid valid, and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms; (c) No consent or approval of any person, except as enforcement may corporation, governmental body, regulatory authority or other entity, is or will be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) necessary for the execution, delivery and performance of this Security Agreement or, the exercise by the Corporation Secured Party of any rights with respect to the Collateral or for the pledge and assignment of, and the consummation by grant of a security interest in, the Corporation Collateral hereunder; (d) There are no pending or, to the best of the transactions contemplated hereby will not Corporation’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral; (Ae) result The Corporation has the requisite power and authority to enter into this Security Agreement and to pledge and assign the Collateral to Secured Party in a violation accordance with the terms of this Security Agreement; (f) The Corporation owns each item of the Certificate Collateral set forth on Schedule A and, except for the pledge and security interest granted to Secured Party hereunder, the Collateral is free and clear of Incorporation any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, “Liens”); and (g) The pledge and assignment of the Collateral and the grant of a security interest under this Security Agreement vests in the Secured Party all rights of the Corporation or in the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or Collateral as contemplated by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operationsthis Security Agreement.

Representations and Warranties of the Corporation. The (a) Each delivery of the Preliminary Prospectuses, the Prospectuses and any Supplementary Material pursuant to section 4 above shall constitute a representation and warranty to the Underwriters by the Corporation (and the Corporation hereby acknowledges that each of the Underwriters is relying on such representations and warranties in entering into this Agreement) that: (i) all of the information and statements (except information and statements furnished in writing by and relating solely to the Underwriters) contained in the Registration Statement, the Preliminary Prospectuses, the Prospectuses or any Supplementary Material, as applicable, including, without limitation, the Documents, as the case may be: (A) are at the respective dates of such documents, true and correct in all material respects; (B) contain no misrepresentation; and (C) constitute full, true and plain disclosure of all material facts relating to the Corporation and the Offered Shares; (ii) the Registration Statement, the Preliminary Prospectuses, the Prospectuses, or any Supplementary Material, as applicable, including, without limitation, the documents incorporated by reference therein, as the case may be, comply in all material respects with all Applicable Securities Laws; and (iii) except as is disclosed in the Public Record, there has been no intervening material change (actual, proposed or prospective, whether financial or otherwise), from the date of the Registration Statement, Preliminary Prospectuses, Prospectuses and any Supplementary Material to the time of delivery thereof, in the business, operations, revenues, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of operations of the Corporation. (b) In addition to the representations and warranties contained in subsection 7(a) hereof, the Corporation represents and warrants to the Underwriters, and acknowledges that each of the Underwriters is relying upon such representations and warranties in entering into this Agreement that: (i) it is a corporation the Corporation has been duly incorporated incorporated, amalgamated or formed, as the case may be, and organized and is validly existing in good standing under the laws of the State province of Delawareits incorporation, (ii) it amalgamation or formation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as described in the Preliminary Prospectuses and the Prospectuses, and to own, lease and operate its properties and assets as described in the Preliminary Prospectuses and the Prospectuses; (ii) the Corporation is qualified to carry on business under the laws of each jurisdiction in which it carries on a material portion of its business; (iii) except as disclosed in the Preliminary Prospectus and the Prospectuses, the Corporation has conducted and is conducting its business in compliance in all material respects with all applicable laws, rules and regulations and, in particular, except as disclosed in the Preliminary Prospectuses and Prospectuses, all applicable licensing and environmental legislation, regulations or by-laws or other lawful requirements of any governmental or regulatory bodies applicable to it of each jurisdiction in which it carries on a material portion of its business and holds all material licenses, registrations and qualifications (collectively “Licenses”) in all jurisdictions in which it carries on a material portion of its business which are necessary or desirable to carry on the business of the Corporation, as now conducted and as presently proposed to be conducted, and all such Licenses are valid and existing and in good standing, except where the lack of such valid or existing License would not have any material adverse effect on the business of the Corporation (taken as a whole) and none of such Licenses contains any burdensome term, provision, condition or limitation which has or is likely to have any material adverse effect on the business of the Corporation, as now conducted or as proposed to be conducted; (iv) the Corporation does not have any Material Subsidiaries and the Corporation is not “affiliated” with or a “holding corporation” of any other body corporate (within the meaning of those terms in the ABCA), nor is it a partner of any partnerships; (v) all of the issued and outstanding shares in the capital of the Corporation and its Subsidiaries are fully paid and non-assessable and, in the case of its Subsidiaries, are legally and beneficially owned by the Corporation free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever (other than as provided in the credit facilities of the Corporation) and no person holds any securities convertible into or exchangeable for issued or unissued securities of the Subsidiaries or has any agreement, warrant, option, right or privilege (whether pre-emptive or contractual) being or capable of becoming an agreement, warrant, option or right for the acquisition of any unissued or issued securities of the such Subsidiaries; (vi) the minute books of the Corporation are true and correct in all material respects and contain the minutes of all meetings (except for such minutes for meetings of the board or committees thereof held in April 2014 and May 2014 which have not yet been finalized and approved) and all resolutions of directors (including committees of directors) and shareholders, as the case may be, thereof, and all such meetings were duly called and properly held and all resolutions were properly adopted; (vii) the books of account and other records of the Corporation, whether of a financial or accounting nature or otherwise, have been maintained in all material respects in accordance with prudent business practices; (viii) all filings made by the Corporation under which the Corporation has received or is entitled to government incentives, have been made in accordance, in all material respects, with all applicable legislation and contain no misrepresentations or omit to state any material fact which could cause any material amount previously paid to the Corporation or previously accrued on the accounts thereof to be recovered or disallowed; (ix) except to the extent that any violation or other matter referred to in this subparagraph does not have a material adverse effect on the Corporation (and, in respect of non-operated properties, to the knowledge, information and belief of the Corporation): (A) to the best of its knowledge, information and belief, after due inquiry, it is not in violation of any applicable federal, provincial, state, municipal, local or foreign laws, regulations, orders, government decrees or ordinances with respect to environmental, pollution, health or safety matters (collectively, “Environmental Laws”); (B) to the best of its knowledge, information and belief, after due inquiry, the Corporation (and, if applicable, any predecessor entities of the Corporation) has operated its businesses at all times and have received, handled, used, stored, treated, shipped and disposed of all contaminants without violation of Environmental Laws; (C) to the best of its knowledge, information and belief, after due inquiry, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water or any municipal or other sewer or drain water systems by the Corporation or in respect of the Corporation’s business or assets that have not been remedied or that are not presently being remedied; (D) no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Corporation; (E) the Corporation has not failed to report to the proper federal, provincial, municipal or other political subdivision, government, department, commission, board, bureau, agency or instrumentality, domestic or foreign (“Government Authority”) the occurrence of any event which is required to be so reported by any Environmental Law; (F) the Corporation holds all licenses, permits and approvals required under any Environmental Laws in connection with the operation of its business and the ownership and use of its assets, all such licenses, permits and approvals are in full force and effect, and except for (A) notifications and conditions of general application to assets of the type owned by the Corporation, and (B) notifications relating to reclamation obligations under the Environmental Protection and Enhancement Act (Alberta), the Corporation has not received any notification pursuant to any Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any licence, permit or approval issued pursuant thereto, or that any licence, permit or approval referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; and (G) the Corporation (including, if applicable, any predecessor companies or entities of the Corporation) has not received any notice of, or been prosecuted for an offence alleging, material non-compliance with any Environmental Laws, and the Corporation (including, if applicable, any predecessor entities) has not settled any allegation of material non-compliance short of prosecution; (x) any and all operations of the Corporation (including, if applicable, any predecessor entities of the Corporation) and, to the best of the knowledge, information and belief of the Corporation, after due inquiry, any and all operations by third parties on or in respect of the assets and properties of the Corporation, have been conducted in accordance with good oil and gas industry practices except where the lack of or lesser standard of such conduct would not have a material adverse effect on the business of the Corporation; (xi) all income tax returns of the Corporation (including, if applicable, any predecessor entities of the Corporation) required by law to be filed in any jurisdiction have been filed and all taxes shown on such returns or otherwise assessed which are due and payable have been paid, except tax assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided. All other tax returns of the Corporation (including, if applicable, any predecessor entities of the Corporation) required to be filed pursuant to any applicable law have been filed, and all taxes shown on such returns or otherwise assessed which are due and payable have been paid, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided. The Corporation (including, if applicable, any predecessor entities of the Corporation) has made installments of taxes as and when required. The Corporation (including, if applicable, any predecessor entities of the Corporation) has duly and timely withheld from any amount paid or credited by it to or for the account or benefit of any person, including any employee, officer, director, or non-resident person, the amount of all taxes and other deductions required by applicable law to be withheld and has duly and timely remitted the withheld amount to the appropriate taxing or other authority and has duly and timely issued tax reporting slips or returns in respect of any amount so paid or credited by it as required by applicable law; (xii) no consent, approval, permit, authorization, order or filing with any court or governmental agency, the securities authorities or any other jurisdiction or agency is required by the Corporation or necessary for the execution, delivery and the performance by the Corporation of its obligations under this Agreement, other than such consents, approvals, authorizations, registrations or qualifications as may be required under Applicable Securities Laws or by the TSX or the NYSE MKT, all of which will be obtained by the Corporation prior to the Closing Time; (xiii) the Corporation has full corporate capacity, power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and perform its obligations set out herein (including, without limitation, to issue the Class A Common Stock in accordance with Offered Shares and to grant the terms hereofOver-Allotment Option), (iii) the execution and delivery of this Agreement has been duly authorized, executed and delivered by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a forms legal, valid and binding obligation obligations of the Corporation enforceable against the Corporation in accordance with its termsterms except that the validity, except as enforcement binding effect and enforceability of the terms of agreements and documents are subject to the qualification that such validity, binding effect and enforceability may be limited by equitable principles or by by: (i) applicable bankruptcy, insolvency, reorganization, moratorium, reorganization or similar other laws relating to or limiting affecting creditors’ rights generally; (ii) equitable remedies, including the remedies of specific performance and injunctive relief, being available only in the discretion of the applicable court; (iii) the statutory and inherent powers of a court to grant relief from forfeiture, to stay execution of proceedings before it and to stay executions on judgments; (iv) the applicable laws regarding limitations of actions; (v) 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 would be determined only in the discretion of the court; enforceability of the provisions exculpating a party from liability or duty otherwise owned by it may be limited under applicable law; and that rights to indemnity, contribution and waiver under the documents may be limited or unavailable under applicable law; (xiv) at the Closing Time and the Additional Closing Time, as applicable, the Offered Shares will be duly and validly authorized, allotted and reserved for issuance and, upon receipt of the purchase price therefor, the Offered Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (xv) the Corporation has the necessary corporate power and authority to execute, deliver and file the Preliminary Prospectuses and the Prospectuses and, prior to the filing of the Prospectuses, all requisite action had been and will have been, as applicable, taken by the Corporation to authorize the execution, delivery and performance filing of the Preliminary Prospectuses and the Prospectuses; (xvi) except as disclosed in the Preliminary Prospectuses and the Prospectuses and other than this Agreement, there are no material contracts or agreements outside of the ordinary course of business which have or which might have or create any material obligation to the Corporation or from which it derives or could derive any material benefit or which are required for the Corporation to carry on its business as now conducted or as presently proposed to be conducted, and the Corporation is not in material default or breach of any of such agreements. For the purposes of this Agreement representation and warranty, material contracts or agreements shall be deemed to give rise to a material obligation where such contract or agreement provides for expenditures by the Corporation for an aggregate of more than $5,000,000 during any 12 month period; (xvii) the Corporation is not in default or breach of, and the consummation by execution and delivery of, and the Corporation performance of and compliance with the terms of, this Agreement or any of the transactions contemplated hereby hereby, does not and will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict withany breach of, or constitute a default (or an event which with under, and does not and will not create a state of facts which, after notice or lapse of time or both both, would become result in a default) breach of or constitute a default under, any term or give to others provision of the articles, by laws or resolutions of shareholders or directors of the Corporation, or any rights of terminationindenture, amendmentmortgage, acceleration note, contract, agreement (written or cancellation oforal), any agreementinstrument, indenture lease or instrument other document to which the Corporation is a partyparty or by which it is bound, or (C) result in a violation of any law, rulejudgment, regulationdecree, order, judgment statute, rule or decree regulation applicable to the Corporation which default or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not breach might reasonably be expected to have a material adverse effect on materially adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation or its business, financial condition or results of operations.an

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants that to the Subscriber as follows: (ia) it is a corporation duly incorporated and is existing in good standing organized under the laws of the State Province of Delaware, Ontario and is presently in good standing thereunder with full corporate power to own its properties and carry on its business as now being conducted; (iib) it the Corporation has all requisite corporate full power and authority to enter into this agreement and perform this Agreement the same and do all other acts which may be necessary to consummate the transactions transaction contemplated hereby and hereby; (c) the Common Shares underlying the Purchased Securities being sold to issue the Class A Common Stock Subscriber in accordance with the terms hereofprovisions hereof and the Warrant Shares that may be issued upon exercise of the Warrants will have been duly allotted and reserved for issuance and upon issuance and delivery, will be validly issued and outstanding as fully paid and non-assessable shares; (iiid) the execution Corporation's share capital consists of an unlimited number of common shares of which there are 119,372,306 common shares of the Corporation validly issued and delivery outstanding representing fully paid and non-assessable shares in the capital stock of this Agreement the Corporation; (e) the issuance and sale of the Purchased Securities and Securities underlying them by the Corporation do not and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) conflict with and do not and will not result in a violation breach of any of the Certificate terms, conditions or provisions of Incorporation of the Corporation its constating documents or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture agreement or instrument to which the Corporation is a party, or ; (Cf) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset latest financial statements accurately reflect the financial position of the Corporation is bound as at the date thereof and no material changes in such position have taken place since the date thereof, save in the ordinary course of the Corporation's business or affected, except with respect to clauses as publicly announced; (Bg) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or has complied fully with requirements of the securities laws in the jurisdiction in which the Purchased Securities will be distributed and the Act pursuant to which it was incorporated and its businessregulations; (h) the Purchased Securities subscribed for hereunder represent part of a private placement for a total of up to 20,000,000 Offered Securities, financial condition or results comprising up to 15,000,000 Hard Dollar Units and up to 5,000,000 Flow-Through Units; (i) the Corporation is a reporting issuer in good standing in the Provinces of operations.Ontario, Alberta, and British Columbia and has received all necessary regulatory approvals for the transactions contemplated hereby; (j) this agreement has been duly executed and delivered by the Corporation and is a valid agreement enforceable in accordance with its terms; (k) the Purchased Securities are not being sold by the Corporation to the Subscriber with knowledge of any material fact about the Corporation that has not been generally disclosed; (l) the Corporation is and will continue to be during the term of this Subscription Agreement and at all times which are relevant for the purposes of this Subscription Agreement a “principal-business corporation”;

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Agent that as at the date hereof: (ia) it is a corporation the Corporation has been duly incorporated incorporated, continued or amalgamated and is validly existing in good standing under the laws of its governing jurisdiction, has all requisite power and authority and is duly qualified to carry on its business as now conducted and to own or lease its properties and assets and the State of Delaware, (ii) it Corporation has all requisite corporate power and authority to enter into carry out its obligations under this Agreement, the Warrant Indenture (upon execution and perform this Agreement delivery thereof), the Compensation Warrant Certificates (upon execution and delivery thereof) and any other document, filing, instrument or agreement delivered in connection with the Offering, and to consummate carry out its obligations hereunder and thereunder; (b) no agreement is in force or effect which in any manner affects the transactions contemplated hereby and voting or control of any of the securities of the Corporation to issue which the Class A Common Stock in accordance with Corporation is a party or of which the terms hereofCorporation has knowledge; (c) the Corporation does not beneficially own, or exercise control or direction over, 10% or more of the outstanding voting shares of any company; (iiid) all consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for the execution and delivery of this Agreement by and the Corporation sale of the Offered Units, and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, have been made or obtained or will be obtained prior to the fullest extent of the Corporation’s Board of Directors’ power and authority and Initial Closing Date, as applicable, subject only to the extent permitted by lawStandard Listing Conditions and any post-Closing notice filings required under applicable United States federal or state securities laws; (e) upon the execution and delivery thereof, each of this Agreement, the Warrant Indenture, the Warrant Certificates and the Compensation Warrant Certificates shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes constitute a legal, valid and binding obligation of the Corporation and each shall be enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar moratorium and other laws relating to or limiting creditors’ affecting the rights generallyof creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by Applicable Laws; (f) the currently issued and outstanding Common Shares are listed and posted for trading on the Exchanges and no order ceasing or suspending trading in the Common Shares o prohibiting the trading of any of the Common Shares has been issued and no proceedings for such purpose are pending or, to the knowledge of the Corporation, threatened; (g) the definitive form of certificate representing the Common Shares complies with the requirements of the Business Corporations Act (Ontario), complies with the requirements of the TSX Manual and does not conflict with the constating documents of the Corporation; (h) the Financial Statements: (i) have been prepared in accordance with international financial reporting standards in Canada consistently applied throughout the period referred to therein; (ii) contain no misrepresentation and present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise) of the Corporation as at such dates and results of operations of the Corporation for the periods then ended; and (iii) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation, and there has been no change in accounting policies or practices of the Corporation since December 31, 2016; (i) the Corporation has not declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of the Common Shares and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its securities or agreed to do so or otherwise effected any return of capital with respect to such securities; (j) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid except where the failure to pay such taxes would not have a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where such failure would not have a Material Adverse Effect. The Corporation has not received any written notice regarding examination of any tax return of the Corporation currently in progress and the Corporation has no knowledge of any facts that could give rise to any such examination and there are no issues or disputes outstanding with any governmental authority respecting any Taxes that have been paid, or may be payable, by the Corporation except where such examinations would not have a Material Adverse Effect; (k) the Scientific Research and Experimental Development (“SR&ED”) credits receivable as described in the Offering Documents and any other SR&ED credits otherwise applied for by the Corporation are based on underlying work, expenses and claims of the Corporation giving rise to such SR&ED credits which satisfy the requirements of the Income Tax Act (Canada) in order for the Corporation to claim or have claimed such SR&ED credits, and to the knowledge of the Corporation there are no facts, circumstances or basis upon which the applicable taxing authority could reject, disallow, adversely reassess or deny the Corporation any such SR&ED credits, except as otherwise disclosed to the Agent in writing; (l) the Corporation’s Auditors, which are the auditors who audited the Annual Financial Statements and who provided their audit report thereon, are independent public accountants under Applicable Securities Laws of the Canadian Selling Jurisdictions and there has never been a “reportable disagreement” (within the meaning of NI 51-102) between the Corporation and the Corporation’s Auditors; (m) the Corporation maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with international financial reporting standards and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences; (n) the Corporation is in compliance with the certification requirements contained in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators with respect to the Corporation’s annual and interim filings with Canadian Securities Regulators; (o) the audit committee of the Corporation is comprised and operates in accordance with the requirements of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators; (p) except for the Warrants, the Over-Allotment Warrants, the Compensation Warrants and as set forth in Schedule “A” to this Agreement, no holder of outstanding securities of the Corporation will be entitled to any pre-emptive or any similar rights to subscribe for any of the Common Shares or other securities of the Corporation, and no rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any shares in the capital of the Corporation are outstanding; (q) all information which has been prepared by the Corporation relating to the Corporation and its business, properties and liabilities that is or has been publicly disclosed or otherwise provided to the Agent or its counsel, including any investor or corporate presentations posted on the Corporation’s website, and all financial, marketing, sales and operational information, is, as of the date of such information, true and correct in all material respects, contains no misrepresentation and no fact or facts have been omitted therefrom which would make such information misleading; (r) except as properly disclosed in the Offering Documents, the Corporation has not approved, has not entered into any agreement in respect of, and to the knowledge of the Corporation there are no facts or circumstances in respect of: (i) the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by the Corporation whether by asset sale, transfer of shares or otherwise; (ii) the issuance of any securities of the Corporation or a right of first refusal with respect to the issuance by the Corporation of any securities; (iii) any change in control of the Corporation (whether by sale, transfer or other disposition of shares or sale, transfer, lease or other disposition of all or substantially all of the property and assets of the Corporation); (iv) a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of the Corporation; or (v) an agreement in force or having the effect of which in any manner affects or will affect the voting or control of any of the securities of the Corporation; (s) no legal or governmental proceedings are pending to which the Corporation is a party or to which its property is subject that would result individually or in the aggregate in a Material Adverse Effect and, to the knowledge of the Corporation, no such proceedings have been threatened against, or are contemplated with respect to, the Corporation or its properties; (t) the Corporation is the legal and beneficial owner, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, of the interests in personal property referred to as owned by it in the Prospectus, and all material agreements under which the Corporation holds an interest in personal property are in good standing according to their terms; (u) the minute books and records of the Corporation made available to counsel for the Agent in connection with its due diligence investigations of the Corporation are all of the minute books and records of the Corporation and contain copies of all material proceedings of the shareholders, the board of directors and all committees of the board of directors of the Corporation to the date of review of such corporate records and minute books, and there have been no other meetings, resolutions or proceedings of the shareholders, board of directors or any committees of the board of directors of the Corporation not reflected in such minute books and other records; (v) the executionCorporation is, delivery and performance will be at the Closing Time and Over-Allotment Closing Time, an Eligible Issuer and a reporting issuer under Applicable Securities Laws in the Canadian Selling Jurisdictions, and the Corporation is not in default in any material respect of this Agreement any requirement of Applicable Securities Laws and the Corporation is not included in a list of defaulting reporting issuers maintained by the Corporation and applicable Securities Regulators. In particular, without limiting the consummation by foregoing, the Corporation is in compliance at the date hereof with its obligations to make timely disclosure of all material changes relating to it and, since January 1, 2016, no such disclosure has been made on a confidential basis and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed, except to the extent that the Offering and the transactions contemplated hereby thereunder may constitute a material change; (w) on September 23, 2019, the Corporation filed the Preliminary Prospectus in each of the Canadian Selling Jurisdictions and obtained, pursuant to the Passport System, a receipt or deemed receipt dated September 23, 2019 from the Ontario Securities Commission, as principal regulator, on behalf of the Canadian Securities Regulators for the Preliminary Prospectus; (x) the execution and delivery of each of this Agreement, the Warrant Indenture, the Warrant Certificates and the Compensation Warrant Certificates and the compliance with all provisions contemplated thereunder, the Offering and sale of the Qualified Securities and the issuance of the Qualified Securities and the Compensation Warrants does not and will not not: (i) require the consent, approval, authorization, registration or qualification of or with any governmental authority, stock exchange, securities regulatory authority or other third party (in each case in the Selling Jurisdictions), except: (A) such as have been obtained; or (B) such as may be required and will be obtained by the Closing Time on the Initial Closing Date; (ii) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict withbreach of, or constitute default under, nor create a default (or an event which with state of facts which, after notice or lapse of time or both both, would become result in a default) breach of or default under, nor conflict with: (A) any of the terms, conditions or provisions of the constating documents or resolutions of the shareholders, board of directors or any committee of the board of directors of the Corporation; (B) any Applicable Law applicable to the Corporation, including the Applicable Securities Laws, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Corporation; or (C) any Material Agreement; or (iii) give rise to others any rights lien, charge or claim in or with respect to the properties or assets now owned or hereafter acquired by the Corporation or the acceleration of terminationor the maturity of any debt under any indenture, amendmentmortgage, acceleration or cancellation oflease, any agreement, indenture agreement or instrument binding or affecting the Corporation or any of its properties; (y) the authorized capital of the Corporation consists of an unlimited number of Common Shares of which, as of the close of business on October 31, 2019, 33,567,399 Common Shares are issued and outstanding as fully paid and non-assessable; (z) other than as contemplated hereby, there is no person acting or purporting to act at the request or on behalf of the Corporation that is entitled to any brokerage or finder’s fee in connection with the Offering; (aa) all material disclosure filings required to be made by the Corporation pursuant to Applicable Securities Laws of the Canadian Selling Jurisdictions from January 1, 2016 have been made and such disclosure and filings contained no material misrepresentation as at the respective dates thereof; (bb) all forward-looking information and statements of the Corporation contained in the Prospectus and the assumptions underlying such information and statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of opinion, intention and expectation, as at the time they were or will be made, were or will be made or based on assumptions that are reasonable; (cc) the statistical, industry and market related data included in the Prospectus are derived from sources which the Corporation is a partyreasonably believes to be accurate, reasonable and reliable, and such data agrees in all material respects with the sources from which it was derived; (dd) the Corporation has no knowledge of any legislation, or proposed legislation (Cpublished by a legislative body), which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) result in a violation or prospects of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of Corporation; (ee) the Corporation is bound or affected, except in material compliance with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.all Applicable Law

Representations and Warranties of the Corporation. The Corporation represents and warrants to the Underwriters as of the date hereof, and acknowledges that the Underwriters are relying upon each of such representations and warranties in completing the Offering, that: (ia) it the Corporation and each of the Subsidiaries has been duly incorporated or otherwise organized and is validly existing as a corporation duly incorporated and is existing in good standing under the laws of the State jurisdiction in which it was incorporated, or otherwise organized, as the case may be, and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of Delawarethe Corporation or the Subsidiaries; (b) the Corporation and each of the Subsidiaries is duly qualified to carry on its business in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its property and assets requires such qualification (iiexcept for such jurisdictions where the failure to be so qualified would not result in a Material Adverse Effect) it and has all requisite corporate power and authority to enter into conduct its business and to own, lease and operate its properties and assets and to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock any other document, filing, instrument or agreement delivered in accordance connection with the terms hereofOffering; (c) neither the Corporation nor any of the Subsidiaries is (i) in violation of its articles of incorporation or by-laws; or (ii) in default of the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, joint venture, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it or its property may be bound, except in the case of clause (iiiii), for any such violations or defaults that would not result in a Material Adverse Effect; (d) other than the execution Material Subsidiaries, the Corporation has no direct or indirect subsidiary nor any investment or any proposed investment in any Person, which currently accounts for or which, for the financial year ended March 31, 2018, is expected to account for, more than five percent of the assets or revenues of the Corporation, or which in either case is or could be material to the business and delivery affairs of this Agreement the Corporation or which is otherwise required to be disclosed in the Final Prospectus. The Corporation owns all of the voting securities of its Material Subsidiaries, and all voting shares of all other subsidiaries of the Corporation except in the case of certain non-Material Subsidiaries as set out in the Corporation’s Information Record, in each case free and clear of all Liens whatsoever, and no Person has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement, for the purchase from the Corporation or any of the subsidiaries of the Corporation of any interest in any of the shares in the capital of the Subsidiaries (other than certain stock options granted in respect of Canopy Rivers Corporation); (e) each of the Corporation and the Subsidiaries owns or has the right to use all Assets and Properties currently owned or used in the Business, including: (A) all Contracts that are material to its Business; and (B) all Assets and Properties necessary to enable the Corporation to carry on its Business as now conducted and as presently proposed to be conducted including the ▇▇▇▇▇ Falls Premises, the Niagara Premises, the Bedrocan Premises, Tweed Grasslands Premises and the Spectrum Canada Premises; (f) except for the Permitted Encumbrances, no third party has any ownership right, title, interest in, claim in, lien against or any other right to the Assets and Properties purported to be owned by the Corporation; (g) all material Contracts are in good standing in all material respects and in full force and effect including, without limitation, the Bedrocan Leases, the ▇▇▇▇▇▇▇ Loan, the Niagara Mortgage and the Mettrum Mortgage; (h) neither the Corporation, any of the Subsidiaries nor, to the knowledge of the Corporation, any other party thereto is in material default or breach of any Contract and there exists no condition, event or act which, with the giving of notice or lapse of time or both would constitute a material default or breach under any Contract which would give rise to a right of termination on the part of any other party to a Contract; (A) except for the requirement to obtain an Environmental Compliance Approval under Section 9 of the Environmental Protection Act as described in the Preliminary Prospectus and as will be described in the Final Prospectus in respect of which the Corporation submitted its application and any follow-up materials on time and has no reason or information to believe will not be granted, each of the Corporation and the Subsidiaries is duly qualified and possesses all such permits, certificates, licences, approvals, consents and other authorizations (collectively, and specifically including the Licences, the “Government Licences”) issued by the appropriate Governmental Authority necessary to conduct the business as now operated by the Corporation and the consummation Subsidiaries and proposed to be conducted by it the Corporation and the Subsidiaries; (B) each of the transactions contemplated hereby Corporation and the Subsidiaries is in compliance with the terms and conditions of all such Governmental Licences; (C) all of the Governmental Licences are valid and in full force and effect; and (D) the Corporation has not received any notice relating to the revocation or modification of any such Governmental Licences; (j) except as described in the Preliminary Prospectus and as will be described in the Final Prospectus, the Corporation and each of the Subsidiaries and all directors, officers and employees of each: (A) is and at all times has been in full compliance with all applicable statutes, rules, regulations, ordinances, orders, decrees and guidances including, without limitation the ACMPR and any Laws relating in whole or in part to health and safety and/or the environment (collectively, “Applicable Laws”) in all material respects; (B) has not received any correspondence or notice from Health Canada or any other Governmental Authority alleging or asserting material noncompliance with any Applicable Laws or any licences (including without limitationthe Licences), certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (collectively, “Authorizations”); (C) possesses all Authorizations required for the conduct of its business, and such Authorizations are valid and in full force and effect and the Corporation, the issuance Subsidiaries and all directors, officers and employees of each are not in violation of any term of any such Authorization; (D) has not received notice of any pending or threatened claim, suit, proceeding, charge, hearing, enforcement, audit, investigation, arbitration or other action from any Governmental Authority or third party alleging that any operation or activity of the Class A Corporation, the Subsidiaries or any of their directors, officers and/or employees is in violation of any Applicable Laws or Authorizations and has no knowledge or reason to believe that any such Governmental Authority or third party is considering or would have reasonable grounds to consider any such claim, suit, proceeding, charge, hearing, enforcement, audit, investigation, arbitration or other action; (E) has not received notice that any Governmental Authority has taken, is taking, or intends to take action to limit, suspend, modify or revoke any material Authorizations including the Licences and has no knowledge or reason to believe that any such Governmental Authority is considering taking or would have reasonable grounds to take such action; and (F) has, or has had on its behalf, filed, declared, obtained, maintained or submitted all reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and to keep the Licences in good standing and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were materially complete and correct on the date filed (or were corrected or supplemented by a subsequent submission); (k) the authorized and issued share capital of the Corporation conforms to the description thereof contained in the Offering Documents; (l) the terms and the number of options and warrants to purchase Common StockShares granted by the Corporation currently outstanding conforms to the description thereof contained in the Offering Documents and, other than as contemplated by this Agreement and options granted to directors, officers, employees and consultants of the Corporation to purchase Common Shares as described in the Offering Documents, no person, firm or corporation, except for the Pre-Emptive Rights issued to GCILP Group, has any agreement or option, right or privilege (contractual or otherwise) capable of becoming an agreement (including convertible or exchangeable securities and warrants) for the purchase or acquisition from the Corporation or the Subsidiaries of any interest in any Common Shares or other securities of the Corporation or the Subsidiaries whether issued or unissued; (m) the Corporation is a reporting issuer in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island, and Newfoundland, is not in default under the applicable Securities Laws of those Provinces and is not on the list of defaulting issuers maintained by the applicable Canadian Securities Regulators in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island, and Newfoundland. The Corporation will not at the Closing Time be in default of any requirement of such Securities Laws and is not included on a list of defaulting reporting issuers maintained by the Canadian Securities Regulators; (n) the Corporation is in compliance with its timely and continuous disclosure obligations under Securities Laws and the policies, rules and regulations of the TSX and, without limiting the generality of the foregoing, there is no material fact, and there has not occurred any material change (actual, anticipated, contemplated, threatened, financial or otherwise), relating to the assets, liabilities (contingent or otherwise), business, affairs, operations, prospects, capital or control of the Corporation and its subsidiaries taken as a whole which has not been set forth in the Offering Documents or otherwise publicly disclosed on a non-confidential basis and, except as may have been duly authorized corrected by subsequent disclosure, all necessary corporate action the statements set forth in all documents publicly filed by or on the part behalf of the Corporation, including but the Documents Incorporated by Reference, were true, correct, and complete in all material respects and did not limited contain any misrepresentation as of the date of such statements and the Corporation has not filed any confidential material change reports since the date of such statements which remains confidential as at the date hereof; (o) the Offered Shares to all actions necessary to ensure that be issued as described in this Agreement and in the acquisition of shares Class A Common Stock pursuant Offering Documents have been, or prior to the transactions contemplated herebyClosing Time will be, to duly created and reserved for issuance and, when issued, delivered and paid for in full, will be validly issued and fully paid shares in the fullest extent capital of the Corporation’s Board , and will not have been issued in violation of Directors’ power and authority and to the extent permitted by law, shall not be or subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” pre-emptive rights or other form contractual rights to purchase securities issued by the Corporation, and all statements made in the Offering Documents describing the Offered Shares will be accurate in all material respects; (p) Computershare Trust Company of anti-takeover laws Canada Inc., at its principal office in Toronto, Ontario, has been duly appointed as the registrar and regulations” transfer agent of any jurisdiction that may purport the Corporation with respect to be applicable to this Agreement or the transactions contemplated hereby Common Shares; (collectively, “Takeover Laws”), (ivq) this Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation Corporation, enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, moratorium or similar laws relating to or limiting affecting creditors’ rights generally, general principles of equity, and the qualifications that equitable remedies may only be granted in the discretion of a court of competent jurisdiction and except that rights of indemnity, contribution, waiver and the ability to sever unenforceable terms may be limited under applicable law; (vr) each of the execution, execution and delivery and performance of this Agreement Agreement, the performance by the Corporation of its obligations hereunder, the sale of the Offered Shares hereunder by the Corporation and the consummation by the Corporation of the transactions contemplated hereby in this Agreement, (i) do not and will not (A) conflict with or result in a breach or violation of the Certificate of Incorporation any of the Corporation terms or the Bylaws of the Corporation or (B) conflict withprovisions of, or constitute a default under (or an event which with whether after notice or lapse of time or both would become a defaultboth), (A) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any lawstatute, rule, regulation, order, judgment regulation or decree Law applicable to the Corporation or the Subsidiaries; (B) the articles of incorporation, by-laws or resolutions of the directors or shareholders of the Corporation or the Subsidiaries; (C) any Contract to which the Corporation or any of the Subsidiaries is a party or by which any of them is bound except where such conflict, breach, violation or default would not result in a Material Adverse Effect; or (D) any judgment, decree or order binding the Corporation or the Subsidiaries or the property or asset assets thereof; and (ii) do not affect the rights, duties and obligations of any parties to a Contract, nor give a party the right to terminate the Contract, by virtue of the application of terms, provisions or conditions in the Contract, except where those rights, duties or obligations, or rights to terminate, are affected in a manner that would not result in a Material Adverse Effect; (s) the Financial Statements contain no material misrepresentations and have been prepared in accordance with IFRS consistently applied throughout the periods referred to therein and present fully, fairly and correctly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise) of the Corporation is bound and the Subsidiaries (as applicable) as at such dates and the results of operations of the Corporation and the Subsidiaries (as applicable) for the periods then ended and contain and reflect adequate provisions or affectedallowance for all reasonably anticipated liabilities, expenses and losses of the Corporation and the Subsidiaries (as applicable) and there has been no change in accounting policies or practices of the Corporation since March 31, 2017 except as publicly disclosed in the Offering Documents; and on the date hereof, the Corporation has no Indebtedness except as set out in the Financial Statements or indebtedness to vendors, suppliers and service providers incurred in the ordinary course of business since March 31, 2017 or in connection with respect the Offering; (t) to clauses the knowledge of the Corporation, the Corporation’s Auditors are independent public accountants as required under the Securities Laws of the Qualifying Provinces and there has never been a reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) between the Corporation and such auditors or, to the knowledge of the Corporation, any former auditors of the Corporation or the Subsidiaries; (u) the responsibilities and composition of the Corporation’s audit committee comply with National Instrument 52-110 – Audit Committees; (v) the Corporation maintains a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets; (w) except as disclosed in the Offering Documents, none of the directors, executive officers or (C) for any conflictsshareholders who beneficially own, defaultsdirectly or indirectly, accelerationsor exercise control or direction over, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.more th

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Agents that as at the date hereof: (ia) it is a corporation the Corporation has been duly incorporated incorporated, continued or amalgamated and is validly existing in good standing under the laws of its governing jurisdiction, has all requisite power and authority and is duly qualified to carry on its business as now conducted and to own or lease its properties and assets and the State of Delaware, (ii) it Corporation has all requisite corporate power and authority to enter into carry out its obligations under this Agreement, the Warrant Indenture (upon execution and perform delivery thereof), the Compensation Option Certificates (upon execution and delivery thereof) and any other document, filing, instrument or agreement delivered in connection with the Offering, and to carry out its obligations hereunder and thereunder; (b) no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation to which the Corporation is a party or of which the Corporation has knowledge; (c) Except for the subsidiaries set forth in Schedule “A” to this Agreement (the “Subsidiaries”) the Corporation does not beneficially own, or exercise control or direction over, 10% or more of the outstanding voting shares of any company; (d) each Subsidiary: (i) has been duly incorporated, amalgamated, continued or organized and is validly existing as a company in good standing under the laws of its jurisdiction of incorporation, amalgamation, continuation or organization; (ii) has the corporate power, capacity and authority to own, lease and operate its property and assets, to conduct its business as now conducted and as currently proposed to be conducted and to consummate carry out the transactions contemplated hereby provisions hereof and to issue the Class A Common Stock in accordance with the terms hereofno steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up; and (iii) where required, has been duly qualified as a foreign corporation for the transaction of business and is in good standing under Applicable Laws of each other jurisdiction in which it owns or leases property, or conducts any business and is not precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document and is current and up-to-date with all material filings required to be made; (e) all consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for the execution and delivery of this Agreement by and the Corporation sale of the Offered Units, and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, have been made or obtained or will be obtained prior to the fullest extent of the Corporation’s Board of Directors’ power and authority and Initial Closing Date, as applicable, subject only to the extent permitted by lawStandard Listing Conditions; (f) upon the execution and delivery thereof, each of this Agreement, the Warrant Indenture, the Warrant Certificates and the Compensation Option Certificates shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes constitute a legal, valid and binding obligation of the Corporation and each shall be enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar moratorium and other laws relating to or limiting creditors’ affecting the rights generallyof creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by Applicable Laws; (g) the currently issued and outstanding Common Shares are listed and posted for trading on the Exchange and no order ceasing or suspending trading in the Common Shares or prohibiting the trading of any of the Common Shares has been issued and no proceedings for such purpose are pending or, to the knowledge of the Corporation, threatened; (h) the definitive form of certificate representing the Common Shares complies with the requirements of the Business Corporations Act (British Columbia), complies with the requirements of the Exchange and does not conflict with the constating documents of the Corporation; (i) the Financial Statements: (i) have been prepared in accordance with international financial reporting standards in Canada consistently applied throughout the period referred to therein; (ii) contain no misrepresentation and present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise) of the Corporation as at such dates and results of operations of the Corporation for the periods then ended; and (iii) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation, and there has been no change in accounting policies or practices of the Corporation since June 30, 2020; (j) the Corporation has not declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of the Common Shares and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its securities or agreed to do so or otherwise effected any return of capital with respect to such securities; (k) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid except where the failure to pay such taxes would not have a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where such failure would not have a Material Adverse Effect. The Corporation has not received any written notice regarding examination of any tax return of the Corporation currently in progress and the Corporation has no knowledge of any facts that could give rise to any such examination and there are no issues or disputes outstanding with any governmental authority respecting any Taxes that have been paid, or may be payable, by the Corporation except where such examinations would not have a Material Adverse Effect; (l) the Corporation’s Auditors, which are the auditors who audited the Annual Financial Statements and who provided their audit report thereon, are independent public accountants under Applicable Securities Laws of the Canadian Selling Jurisdictions and there has never been a “reportable disagreement” (within the meaning of NI 51-102) between the Corporation and the Corporation’s Auditors; (m) the Corporation maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with international financial reporting standards and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences; (n) the Corporation is in compliance with the certification requirements contained in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators with respect to the Corporation’s annual and interim filings with Canadian Securities Regulators; (o) the audit committee of the Corporation is comprised and operates in accordance with the requirements of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators; (p) except for the Warrants, the Option Warrants, the Compensation Options and securities described in the Disclosure Record, no holder of outstanding securities of the Corporation will be entitled to any pre-emptive or any similar rights to subscribe for any of the Common Shares or other securities of the Corporation, and no rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any shares in the capital of the Corporation are outstanding; (q) all information which has been prepared by the Corporation relating to the Corporation and its business, properties and liabilities that is or has been publicly disclosed or otherwise provided to the Agents or their counsel, including any investor or corporate presentations posted on the Corporation’s website, and all financial, marketing, sales and operational information, is, as of the date of such information, true and correct in all material respects, contains no misrepresentation and no fact or facts have been omitted therefrom which would make such information misleading; (r) except as disclosed in the Offering Documents, the Corporation has not approved, has not entered into any agreement in respect of, and to the knowledge of the Corporation there are no facts or circumstances in respect of: (i) the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by the Corporation whether by asset sale, transfer of shares or otherwise; (ii) the issuance of any securities of the Corporation or a right of first refusal with respect to the issuance by the Corporation of any securities; (iii) any change in control of the Corporation (whether by sale, transfer or other disposition of shares or sale, transfer, lease or other disposition of all or substantially all of the property and assets of the Corporation); (iv) a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of the Corporation; or (v) an agreement in force or having the effect of which in any manner affects or will affect the voting or control of any of the securities of the Corporation; (s) no legal or governmental proceedings are pending to which the Corporation is a party or to which its property is subject that would result individually or in the aggregate in a Material Adverse Effect and, to the knowledge of the Corporation, no such proceedings have been threatened against, or are contemplated with respect to, the Corporation or its properties; (t) the Corporation is the legal and beneficial owner, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, of the interests in personal property referred to as owned by it in the Prospectus, and all material agreements under which the Corporation holds an interest in personal property are in good standing according to their terms; (u) the minute books and records of the Corporation made available to counsel for the Agents in connection with its due diligence investigations of the Corporation are all of the minute books and records of the Corporation and contain copies of all material proceedings of the shareholders, the board of directors and all committees of the board of directors of the Corporation to the date of review of such corporate records and minute books, and there have been no other meetings, resolutions or proceedings of the shareholders, board of directors or any committees of the board of directors of the Corporation not reflected in such minute books and other records; (v) the executionCorporation is, delivery and performance will be at the Closing Time and Agents’ Option Closing Time, an Eligible Issuer and a reporting issuer under Applicable Securities Laws in the Canadian Selling Jurisdictions, and the Corporation is not in default in any material respect of this Agreement any requirement of Applicable Securities Laws and the Corporation is not included in a list of defaulting reporting issuers maintained by the Corporation and applicable Securities Regulators. In particular, without limiting the consummation by foregoing, the Corporation is in compliance at the date hereof with its obligations to make timely disclosure of all material changes relating to it and, since January 1, 2019, no such disclosure has been made on a confidential basis and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed, except to the extent that the Offering and the transactions contemplated hereby thereunder may constitute a material change; (w) on June 7, 2021, the Corporation filed the amended and restated preliminary short form prospectus of the Corporation in each of the Canadian Selling Jurisdictions and obtained, pursuant to the Passport System, a receipt or deemed receipt dated June 8, 2021 from the British Columbia Securities Commission, as principal regulator, on behalf of the Canadian Securities Regulators for such prospectus; (x) the execution and delivery of each of this Agreement, the Warrant Indenture, the Warrant Certificates and the Compensation Option Certificates and the compliance with all provisions contemplated thereunder, the Offering and sale of the Qualified Securities and the issuance of the Qualified Securities and the Compensation Options does not and will not not: (i) require the consent, approval, authorization, registration or qualification of or with any governmental authority, stock exchange, securities regulatory authority or other third party (in each case in the Selling Jurisdictions), except: (A) such as have been obtained; or (B) such as may be required and will be obtained by the Closing Time on the Initial Closing Date; (ii) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict withbreach of, or constitute default under, nor create a default (or an event which with state of facts which, after notice or lapse of time or both both, would become result in a default) breach of or default under, nor conflict with: (A) any of the terms, conditions or provisions of the constating documents or resolutions of the shareholders, board of directors or any committee of the board of directors of the Corporation; (B) any Applicable Law applicable to the Corporation, including the Applicable Securities Laws, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Corporation; or (C) any Material Agreement; or (iii) give rise to others any rights lien, charge or claim in or with respect to the properties or assets now owned or hereafter acquired by the Corporation or the acceleration of terminationor the maturity of any debt under any indenture, amendmentmortgage, acceleration or cancellation oflease, any agreement, indenture agreement or instrument binding or affecting the Corporation or any of its properties; (y) the authorized capital of the Corporation consists of an unlimited number of Common Shares of which, as of the close of business on June 25, 2021, 325,504,273 Common Shares are issued and outstanding as fully paid and non-assessable; (z) other than as contemplated hereby or as otherwise disclosed to the Agents, there is no person acting or purporting to act at the request or on behalf of the Corporation that is entitled to any brokerage or finder’s fee in connection with the Offering; (aa) all material disclosure filings required to be made by the Corporation pursuant to Applicable Securities Laws of the Canadian Selling Jurisdictions from January 1, 2019 have been made and such disclosure and filings contained no material misrepresentation as at the respective dates thereof; (bb) all forward-looking information and statements of the Corporation contained in the Prospectus and the assumptions underlying such information and statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of opinion, intention and expectation, as at the time they were or will be made, were or will be made or based on assumptions that are reasonable; (cc) the statistical, industry and market related data included in the Prospectus are derived from sources which the Corporation is a partyreasonably believes to be accurate, or (C) result reasonable and reliable, and such data agrees in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except all material respects with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agent and to the Purchasers, and acknowledges that each of them is relying upon such representations and warranties in acting as agent, in the case of the Agent, and in purchasing the Units under the Offering, in the case of the Purchasers, that: (a) The delivery to the Agent of the U.S. Preliminary Prospectus, U.S. Prospectus and Registration Statement shall constitute the representation and warranty of the Corporation to the Agent and the U.S. Affiliates that: (i) it is a corporation duly incorporated and is existing each such document at the time of its respective delivery fully complied in good standing under all material respects with the laws requirements of the State Securities Laws pursuant to which it was or is prepared, and, as applicable, filed, and that all the information and statements contained therein are at the respective dates of Delawaredelivery thereof, (ii) it has true and correct, in all requisite corporate power material respects, contain no misrepresentation and authority constitute full, true and plain disclosure of all material facts relating to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation Subsidiaries, taken together, and the Units and the Over-Allotment Units as required by it applicable Securities Laws; and (ii) no material fact or information has been omitted from such disclosure which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in the light of the transactions contemplated hereby circumstances under which they were made. (including without limitation, the issuance of the Class b) A Common Stock) have been duly authorized by all necessary corporate action registration statement on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant Form S-1 together with amendments to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby Registration Statement (collectively, the “Takeover LawsInitial Registration Statement”) in respect of the Units, Over-Allotment Units, as applicable, the Broker Warrants and the Broker Shares shall be filed with the SEC under the U.S. Securities Act; the Corporation shall use its commercially reasonable efforts to cause the Initial Registration Statement and any post-effective amendment thereto delivered, each in the form as shall be delivered to the Agents, to be declared effective by the SEC in such form; other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), (ivfiled pursuant to Rule 462(b) this Agreement constitutes a legalunder the U.S. Securities Act, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except no other document with respect to clauses the Initial Registration Statement shall be filed with the SEC; no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or threatened by the SEC. (Bc) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected The Corporation consents to have a material adverse effect on the Corporation or its business, financial condition or results use by the Agent of operationssuch documents in connection with the distribution of the Units and the Over-Allotment Units in the United States in compliance with the provisions of this Agreement.

Representations and Warranties of the Corporation. The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing and in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” regulations of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate certificate of Incorporation incorporation of the Corporation or the Bylaws bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) based on the representations to be made by each Company Unitholder pursuant to the written election in the form of Exhibit A attached hereto in connection with Exchanges made pursuant to the terms of the Agreement, result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses clause (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, violations that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. The Corporation represents and warrants to the Underwriter, as at the date hereof and at the Closing Time, and acknowledges that the Underwriter is relying upon such representations and warranties, that: (ia) it is a corporation each of the Corporation and the Subsidiaries has been duly incorporated incorporated, continued or amalgamated and organized and is validly existing in good standing under the laws of the State jurisdiction of Delawareits incorporation, (ii) it continuation or amalgamation and has all requisite corporate authority and power to carry on its business, as now conducted and authority as presently proposed to enter into and perform this Agreement be conducted by it, and to consummate the transactions contemplated hereby own, lease and to issue the Class A Common Stock in accordance with the terms hereof, operate its properties and assets; (iiib) the execution and delivery each of this Agreement by the Corporation and the consummation by Subsidiaries is duly registered and qualified to carry on business and is validly subsisting under the laws of each jurisdiction in which it carries on its business; (c) the Corporation has no subsidiaries other than TAG Oil (NZ) Limited, TAG Oil (Canterbury) Limited and Durum Energy (PNG) Limited and, other than the Subsidiaries, the Corporation is not affiliated with, nor is it a holding corporation of, any other body corporate, nor is it a partner of any partnership nor does it own any securities of any other entity; (d) other than TAG Oil (NZ) Limited and TAG Oil (Canterbury) Limited, none of the transactions contemplated hereby Subsidiaries conducts any active business operations; (including without limitation, e) the issuance minute book of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part Corporation and each of the CorporationSubsidiaries contains full, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent true and correct copies of the Corporation’s Board articles and by-laws or other constating documents of Directors’ power the Corporation and authority each of the Subsidiaries and, on or before the Closing Time, will contain copies of all minutes of all meetings and all consent resolutions of the directors, committees of directors and shareholders of the Corporation and all such meetings were duly called and properly held and all such resolutions were properly adopted except to the extent permitted by law, shall not be subject to that any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would such failure could not reasonably be expected to have a material adverse effect on the Corporation or its any of the Subsidiaries; (f) the Offered Shares will be duly and validly authorized and issued as fully paid and non-assessable Common Shares at the Closing Time; (g) at the Closing Time, the form and terms of the definitive certificates representing the Common Shares will have been duly approved and adopted by the Corporation and comply with all legal requirements relating thereto, including the requirements of the Exchange; (h) neither the Corporation nor any of the Subsidiaries is in default or breach or violation of, and the execution and delivery of, and the performance and compliance with the terms of any of the Material Agreements and the Offering do not and will not: (i) result in any 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, would result in a breach of or constitute a default under, any term or provision of the articles, by-laws or resolutions of the Corporation or any of the Subsidiaries, or any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Corporation or any of the Subsidiaries is a party or by which it is bound, or any judgment, decree, order, statute, rule or regulation applicable to the Corporation or any of the Subsidiaries, which default or breach might reasonably be expected to materially adversely affect the assets, liabilities, business, operations, capital or condition (financial or otherwise) of the Corporation or the properties or assets of the Corporation together with the Subsidiaries (taken as a whole); (ii) create a right for any other party to terminate, accelerate or in any way alter any other rights existing under any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Corporation or any of the Subsidiaries is a party or by which any of them is bound which, upon exercise of such right, might reasonably be expected to materially adversely affect the assets, liabilities, business, operations, capital or condition (financial or results otherwise) of operations.the Corporation together with the Subsidiaries (taken as a whole) or the properties or assets of the Corporation together with the Subsidiaries (taken as a whole);

Representations and Warranties of the Corporation. The Corporation hereby acknowledges, represents and warrants that to the Stockholders as follows: (ia) it The Corporation is a corporation duly incorporated organized, validly existing and is existing in good standing under the laws of the State of Delaware, (ii) it has all requisite Delaware with full corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby hereby. The Corporation's authorized capital stock consists of One Thousand Five Hundred (1,500) shares of Common Stock, of which 210.08259 shares are issued and outstanding. True and correct copies of the Certificate of Incorporation and the Restated By-laws of the Corporation are annexed hereto as SCHEDULES B and C, respectively. (b) The Corporation has full power and authority (corporate or otherwise) to issue execute, deliver and perform this Agreement, and the Class A Common Stock execution, delivery and performance of this Agreement will not result in accordance (i) the breach of or default under, with or without the terms hereofgiving of notice or passage of time, or both, its Certificate of Incorporation, By-Laws, any mortgage, indenture, contract, agreement or other arrangement to which it is a party or by which it or its properties may be bound, (ii) the violation of any law, statute, rule, decree, order, judgment or regulation binding upon it, or (iii) (except as contemplated by this Agreement) the execution creation or imposition of any lien or encumbrance on any of its properties or assets. (c) This Agreement and delivery of this Agreement by the Corporation and the consummation by it of the all transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power Corporation and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes constitute a legal, valid and binding obligation of the Corporation enforceable against the Corporation it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance . The Board of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation Directors of the Corporation or the Bylaws of has adopted appropriate resolutions authorizing the Corporation or to enter into this Agreement and undertaking to fulfill all the terms of this Agreement. (Bd) conflict withThe Corporation owns of record the patent applications listed on SCHEDULE D annexed hereto; provided, or constitute a default (or an event which with notice or lapse of time or both would become a default) underhowever, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which that the Corporation is a party, makes no representation or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except warranty with respect to clauses (B) the patentability of any invention claimed on such SCHEDULE D or (C) for the validity or enforceability of any conflicts, defaults, accelerations, terminations, cancellations or violations, patent that would not reasonably may be expected issued to have a material adverse effect on the Corporation or its business, financial condition or results of operationsCorporation.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Underwriter and acknowledges that the Underwriter is relying upon such representations and warranties in purchasing the Units that: (ia) it each of the Corporation and its Subsidiaries is a corporation duly incorporated incorporated, continued or amalgamated and is validly existing in good standing under the laws of the State of Delawarejurisdiction in which it was incorporated, (ii) it continued or amalgamated, as the case may be, and has all requisite corporate power and authority and is duly qualified and holds all necessary material permits, licences and authorizations necessary or required to carry on its business as now conducted and proposed to be conducted to own, lease or operate its properties and assets and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up; (b) the Subsidiaries are the only subsidiaries of the Corporation. The Corporation does not beneficially own or exercise control or direction over 10% or more of the outstanding voting shares of any company that holds any assets or conducts any operations other than the Subsidiaries and the Corporation beneficially owns, directly or indirectly, the percentage indicated on Schedule “A” hereto of the issued and outstanding shares in the capital of the Subsidiaries which are free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, all of such shares have been duly authorized and are validly issued and are outstanding as fully paid and non- assessable shares and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from the Corporation of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of any of the Subsidiaries or any other security convertible into or exchangeable for any such shares; (c) the Corporation has all requisite corporate power, authority and capacity to enter into and perform each of this Agreement and the Warrant Indenture and to consummate perform the transactions contemplated hereby herein and therein, including, without limitation, to issue the Class A Common Stock Base Units, the Unit Shares, the Warrants, the Warrant Shares, the Additional Units, the Additional Shares, the Additional Warrants, the Underwriter’s Warrants and the Underwriter’s Warrant Shares; (d) neither the Corporation nor any of the Subsidiaries is (i) in violation of its constating documents, or (ii) in default of the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, joint venture, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it or its property may be bound, except in the case of clause (ii) for any such violations or defaults that would not result in a Material Adverse Effect; (e) to the knowledge of the Corporation, no counterparty to any material obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, mortgage, loan agreement, note, lease or other agreement or instrument to which the Corporation or any Subsidiary is a party is in default in the performance or observance thereof, except where such violation or default in performance would not have a Material Adverse Effect; (f) each of the Corporation and the Subsidiaries has conducted and is conducting its business in compliance with all applicable Laws and regulations of each jurisdiction in which it carries on business, except where the failure to so comply would not have a Material Adverse Effect. The Corporation and each of the Subsidiaries holds all material requisite licences, registrations, qualifications, permits and consents necessary or appropriate for carrying on its business as currently carried on and all such licences, registrations, qualifications, permits and consents are valid and subsisting and in good standing in all material respects. Without limiting the generality of the foregoing, neither the Corporation nor any Subsidiary has received a written notice of non-compliance, nor does it know of, nor have reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which would have a Material Adverse Effect; (g) the Corporation is in compliance in all material respects with all of the rules, policies and requirements of the TSX; (h) other than the Leased Premises and except as disclosed in the Offering Documents, each of the Corporation and the Subsidiaries is the absolute legal and beneficial owner of, and has good and marketable title to, all of the material properties and assets thereof as described in the Offering Documents, including but not limited to the Owned Real Property, and no other property or assets are necessary for the conduct of the business of the Corporation and the Subsidiaries as currently conducted. Any and all of the agreements and other documents and instruments pursuant to which each of the Corporation and Subsidiaries holds the material property and assets thereof (including any interest in, or right to earn an interest in, any Intellectual Property (as hereinafter defined)) are valid and subsisting agreements, documents and instruments in full force and effect, enforceable in accordance with the terms hereofthereof, and such material properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, and all material leases, licenses and other agreements pursuant to which the Corporation or any Subsidiary derives the interests thereof in such property are in good standing. The Corporation does not know of any claim or the basis for any claim that might or could materially and adversely affect the right of the Corporation or any Subsidiary to use, transfer or otherwise exploit their respective assets, none of the properties (iiior any interest in, or right to earn an interest in, any property) of the Corporation or any Subsidiary is subject to any right of first refusal or purchase or acquisition right, and neither the Corporation nor any Subsidiary has a responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property and assets thereof; (i) with respect to each of the Leased Premises, the Corporation and the Subsidiaries, as applicable, occupies the Leased Premises and has the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which the Corporation or a Subsidiary occupies the Leased Premises is in good standing and in full force and effect, except where failure to be so would not reasonably be expected to result in a Material Adverse Effect. The performance of obligations pursuant to and in compliance with the terms of this Agreement and the completion of the transactions described herein by the Corporation, will not afford any of the parties to such leases or any other person the right to terminate such leases or result in any additional or more onerous obligations under such leases. The Corporation has provided the Underwriter with true and complete copies of all leases in respect of the Leased Premises; (j) neither the Corporation nor any of the Subsidiaries owns any real property, other than the Owned Real Property; (k) no legal or governmental proceedings or inquiries are pending to which the Corporation or any Subsidiary is a party or to which the property thereof is subject that would result in the revocation or modification of any certificate, authority, permit or license necessary to conduct the business now owned or operated by the Corporation or any Subsidiary which, if the subject of an unfavourable decision, ruling or finding could reasonably be expected to have a Material Adverse Effect and, to the knowledge of the Corporation, no such legal or governmental proceedings or inquiries have been threatened against or are contemplated with respect to the Corporation or any Subsidiary or with respect to the properties or assets thereof; (l) there are no actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding, pending or, to the best of the Corporation’s knowledge, threatened against or affecting the Corporation or any Subsidiary, or the directors, officers or employees thereof, at law or in equity or before or by any commission, board, bureau or agency of any kind whatsoever and, to the best of the Corporation’s knowledge, there is no basis therefore and neither the Corporation nor any Subsidiary is subject to any judgment, order, writ, injunction, decree, award, rule, policy or regulation of any governmental authority, which, either separately or in the aggregate, may have a Material Adverse Effect or that would materially adversely affect the ability of the Corporation to perform its obligations under this Agreement and the Warrant Indenture; (m) at the Closing Time or Option Closing Date, as applicable, all consents, approvals, permits, authorizations or filings as may be required to be made or obtained by the Corporation under Canadian Securities Laws necessary for the execution and delivery of this Agreement by and the Corporation Warrant Indenture, the creation, issuance and sale of the Warrants and Additional Warrants and the consummation by it of the transactions contemplated hereby and thereby, will have been made or obtained, as applicable (including without limitationother than the filing of reports required under applicable Canadian Securities Laws within the prescribed time periods, which documents shall be filed as soon as practicable after the issuance Closing Date and, in any event, within such deadline imposed by applicable Canadian Securities Laws); (n) the authorized and issued and outstanding share capital of the Class A Common Stock) Corporation conforms to the description thereof contained in the Offering Documents. All of the issued and outstanding shares of the Corporation have been duly and validly authorized by and issued as fully paid and non-assessable, and none of the outstanding common shares of the Corporation were issued in violation of the pre-emptive or similar rights of any securityholder of the Corporation; (o) at the Closing Time, all necessary corporate action on will have been taken by the part Corporation to create, allot and authorize the issuance of, as applicable, the Units, Unit Shares, Warrants, Additional Units, Additional Shares, Additional Warrants, Underwriter’s Warrants and, upon the due conversion of the Warrants, the Additional Warrants and the Underwriter’s Warrants in accordance with the provisions thereof, the Warrant Shares and Underwriter’s Warrants Shares and all such securities will be validly issued as fully paid and non-assessable securities in the capital of the Corporation, and all such securities shall have the attributes corresponding in all material respects to the description thereof set forth in this Agreement; (p) the terms and the number of options to purchase Common Shares granted by the Corporation currently outstanding, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant stock options and warrants, conforms to the transactions description thereof contained in the Offering Documents and, other than as contemplated herebyby this Agreement or otherwise disclosed in the Prospectus, no person, firm or corporation has any agreement or option, right or privilege (contractual or otherwise) capable of becoming an agreement (including convertible or exchangeable securities and warrants) for the purchase or acquisition from the Corporation or any Subsidiary of any interest in any Common Shares or other securities of the Corporation or any Subsidiary whether issued or unissued; (q) there are no contracts or agreements between either the Corporation or a Subsidiary and any person granting such person the right to require the Corporation or the Subsidiary to file a registration statement under U.S. Securities Laws or, except as contemplated by this Agreement, a prospectus under Canadian Securities Laws, with respect to any securities of the Corporation or any Subsidiary owned or to be owned by such person that require the Corporation or a Subsidiary to include such securities in the securities qualified for distribution under the Offering Documents; (r) except in relation to Epican Medicinals Ltd. and 9371-8633 Quebec Inc., there are no voting trusts or agreements, shareholders’ agreements, buy- sell agreements, rights of first refusal agreements, agreements relating to restrictions on transfer, pre-emptive rights agreements, tag-along agreements, drag-along agreements or proxies relating to any of the securities of the Corporation or the Subsidiaries, to which the fullest extent Corporation or any of the Subsidiaries is a party; (s) the Unit Shares, Additional Shares, Warrant Shares and Underwriter’s Warrant Shares to be issued as described in this Agreement and in the Offering Documents have been, or prior to the Closing Time will be, duly authorized and reserved for issuance and, when issued, delivered and paid for in full, will be validly issued and fully paid shares in the capital of the Corporation’s Board , and will not have been issued in violation of Directors’ power and authority and to the extent permitted by law, shall not be or subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” pre-emptive rights or other form contractual rights to purchase securities issued by the Corporation; (t) the Transfer Agent, at its principal office in Vancouver, British Columbia, is duly appointed as the registrar and transfer agent of anti-takeover laws the Corporation with respect to the Common Shares, and regulations” the Warrant Agent, at its principal office in Vancouver, British Columbia, will be, at the Closing Date, duly appointed as warrant agent with respect to the Warrants and Additional Warrants; (u) at the Closing Time, each of any jurisdiction that may purport to be applicable to this Agreement or and the transactions contemplated hereby (collectivelyWarrant Indenture shall have been duly authorized and executed and delivered by the Corporation and upon such execution and delivery, “Takeover Laws”), (iv) this Agreement constitutes each shall constitute a legal, valid and binding obligation of the Corporation and each shall be enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, moratorium or similar laws relating to or limiting affecting creditors’ rights generally, general principles of equity, and the qualifications that equitable remedies may only be granted in the discretion of a court of competent jurisdiction and except that rights of indemnity, contribution, waiver and the ability to sever unenforceable terms may be limited under applicable Laws; (v) no authorization, approval, consent, licence, permit, order or filing of, or with, any Government Authority or court, domestic or foreign, (other than those which have already been obtained or will be obtained prior to the execution, Closing Date and except for post-closing filings to be made with the TSX and post-closing distribution reports to be filed and other post-closing filings to be made with certain securities regulatory authorities) is required for the valid sale and delivery of the Units or for the execution and delivery or performance of this Agreement, the Warrant Indenture and the Offering Documents by the Corporation; (w) each of the execution and delivery of this Agreement and the Warrant Indenture, the performance by the Corporation of its obligations hereunder and thereunder, the sale of the Units hereunder by the Corporation and the consummation by the Corporation of the transactions contemplated hereby hereunder and thereunder, (i) do not and will not (A) conflict with or result in a breach or violation of the Certificate of Incorporation any of the Corporation terms or the Bylaws of the Corporation or (B) conflict withprovisions of, or constitute a default under (or an event which with whether after notice or lapse of time or both would become a defaultboth), (A) underany statute, rule, Law or give regulation applicable to others the Corporation; (B) the constating documents, by-laws or resolutions of the Corporation which are in effect at the date hereof; (C) any rights of terminationmortgage, amendmentnote, acceleration or cancellation ofindenture, any contract, agreement, indenture instrument, lease or instrument other document to which the Corporation or any Subsidiary is a party, party or by which it is bound; or (CD) result in a violation of any lawjudgment, rule, regulation, order, judgment decree or decree applicable to order binding the Corporation or by which any the property or asset assets of the Corporation is bound or affectedany Subsidiaries; and (ii) do not affect the rights, except with respect duties and obligations of any parties to clauses (B) any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected other document to have a material adverse effect on which the Corporation or its business, financial condition or results of operations.any o

Representations and Warranties of the Corporation. The Corporation represents and warrants to each of the Underwriters, and acknowledges that the Underwriters are relying upon such representations and warranties in entering into this Agreement and purchasing the Offered Securities, that: (ia) it the Corporation and each of its subsidiaries is a corporation duly incorporated and is organized and validly existing in good standing under the laws of its jurisdiction of incorporation, is duly qualified to carry on its business and is in good standing in each jurisdiction in which the State conduct of Delawareits business or the ownership, (ii) it leasing or operation of its property and assets requires such qualification, except where such failure to qualify would not have a material adverse effect, and has all requisite corporate power and authority to enter into carry on its business, to own, lease and perform this Agreement operate its property and to consummate assets and, in the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part case of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated herebyexecute, to the fullest extent of the Corporation’s Board of Directors’ power deliver and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to perform its obligations under this Agreement or the transactions contemplated hereby Agreement; (collectively, “Takeover Laws”), (ivb) this Agreement constitutes a has been duly authorized, executed and delivered by the Corporation; the Subscription Receipt Agreement will have been duly authorized, executed and delivered by the Corporation at the Offering Closing Date; the Trust Indenture will have been duly authorized, executed and delivered by the Corporation at the Offering Closing Date; and this Agreement, the Subscription Receipt Agreement and the Trust Indenture when so executed shall constitute legal, valid and binding obligation obligations of the Corporation enforceable against the Corporation in accordance with its their terms, except as enforcement subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally, the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction and that rights to indemnity and waiver of contribution may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any applicable law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.;

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Subscriber as follows and acknowledges that the Subscriber is relying on such representations and warranties in connection with the transactions contemplated herein: (ia) it the Corporation is a valid and subsisting corporation duly incorporated and is existing in good standing under the laws of the State of Delawarejurisdiction in which it is incorporated, (ii) it continued or amalgamated and the Corporation has all requisite the corporate power and authority to enter into own its property and perform this to conduct its business as it is currently conducted; (b) each of the Subscription Agreement and the Ancillary Rights Agreement (the “Transaction Documents”) has been duly authorized, executed and delivered by the Corporation. The Corporation has full right, power and authority to consummate execute and deliver the transactions contemplated hereby Transaction Documents and to issue perform its obligations hereunder and thereunder. All actions required to be taken for the Class A Common Stock in accordance with the terms hereofdue and proper authorization, (iii) the execution and delivery by it of this Agreement by the Corporation Transaction Documents and the consummation by it of the transactions contemplated hereby (including without limitationand thereby has been, or prior to the issuance of the Class A Common Stock) Closing Time will have been duly authorized by all necessary corporate action on the part and validly taken and each of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement Transaction Documents constitutes a legal, valid and binding obligation of the Corporation legally binding upon it and enforceable against the Corporation in accordance with its terms, except as enforcement such enforceability may be limited by equitable principles applicable bankruptcy or by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating affecting the rights and remedies of creditors generally as well as to or limiting creditors’ rights generally, and general principles of equity; (vc) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the Transaction Documents, the issuance and sale of the Offered Shares and the consummation of the transactions contemplated hereby will by the Transaction Documents shall not (Ai) conflict with or result in a breach or violation of the Certificate of Incorporation any of the Corporation terms or the Bylaws of the Corporation or (B) conflict withprovisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Corporation pursuant to others any rights indenture, mortgage, deed of terminationtrust, amendment, acceleration loan agreement or cancellation of, any agreement, indenture other agreement or instrument to which the Corporation is a partyparty or by which the Corporation is bound or to which any of the property or assets of the Corporation is subject, (ii) result in any violation of the provisions of the articles or by-laws or similar organizational documents of the Corporation or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority; (d) the Corporation has two wholly-owned subsidiaries, Canamex Resources US Inc. and Canamex Guyana Inc.; (e) the Corporation is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the best of the Corporation’s knowledge no such actions, suits or proceedings have been threatened as at the date hereof, except as disclosed in the Information; (f) the Offered Shares will, at the time of issue, be duly allotted, validly issued, fully paid and non- assessable and will be free of all liens, charges and encumbrances; (g) the Corporation is authorized to issue, among other things, an unlimited number of Common Shares, of which, as of November 16, 2012, 80,353,450 Common Shares are issued and outstanding as fully paid and non-assessable shares; (h) no Person has any agreement, option, right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement for the purchase, acquisition, subscription for or issue of any of the unissued shares or other securities of the Corporation, except for: (i) as of November 16, 2012, an aggregate of 5,625,000 Common Shares reserved for issue pursuant to outstanding options; (ii) as of November 16, 2012, an aggregate of 40,157,520 Common Shares reserved for issue pursuant to outstanding warrants; and (iii) Resource Capital Fund V LP (“RCF”) has previously been accorded a right to maintain its 15% interest in the Corporation pursuant to a verbal agreement which, for the avoidance of controversy, the Corporation may elect to offer to RCF on an on-going basis. (i) the issue of the Offered Shares will not be subject to any pre-emptive right or other contractual right to purchase securities granted by the Corporation or to which the Corporation is subject except for the rights of RCF referred to in Subsection 5.1(h)(iii); (j) the Corporation is a reporting issuer, or the equivalent thereof, in the provinces of British Columbia, Alberta and Québec. The Corporation is not currently in default of any requirement of the Securities Laws of such jurisdictions and the Corporation is not included on a list of defaulting reporting issuers maintained by any of the Securities Commissions of such jurisdictions; (k) the Corporation’s issued and outstanding Common Shares are listed and posted for trading on the TSXV and the OTCQX and no order ceasing or suspending trading in any securities of the Corporation or the trading of any of the Corporation’s issued securities is currently outstanding and no proceedings for such purpose are, to the best knowledge of the Corporation, pending or threatened; (l) none of the offering and sale of the Offered Shares, the execution and delivery of the Transaction Documents, the compliance by the Corporation with the provisions of the Transaction Documents or the consummation of the transactions contemplated herein and therein including, without limitation, the issue of the Offered Shares for the consideration and upon the terms and conditions set forth herein do or will require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Person, except (A) such as have been obtained, or (B) such as may be required under applicable Securities Laws, instruments, rules and policies and the policies of the TSXV and will be obtained by the Closing Date, or (C) result in a violation respect of any law, rule, regulation, order, judgment or decree applicable issuance of securities by the Corporation to the Subscriber pursuant to the Ancillary Rights Agreement, such approvals as may be required therefor and as will be obtained by the respective closing dates thereof; (m) the Corporation is in compliance with all timely disclosure obligations under applicable Securities Laws and, without limiting the generality of the foregoing, there has not occurred any material adverse change, financial or by which any property otherwise, in the assets, liabilities (contingent or asset otherwise), business, condition (financial or otherwise), capital or prospects of the Corporation which has not been publicly disclosed; (n) the Corporation is, in all material respects, conducting its business in compliance with all applicable laws, rules and regulations of each jurisdiction in which its business is bound carried on and is licensed, registered or affectedqualified in all jurisdictions in which it owns, except leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and the Corporation has not received a notice of non-compliance, nor knows of, any facts that could give rise to a notice of non-compliance with respect to clauses (B) any such laws, regulations or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to permits which could have a an adverse material adverse effect on the Corporation and will at the Closing Time be valid, subsisting and in good standing; (o) the Corporation is not (i) in violation of its articles, by-laws or its business, financial condition or results of operations.similar organizational documents;

Representations and Warranties of the Corporation. The Corporation represents and warrants to the Underwriters that each of the following representations and warranties is true and correct on the date of this Agreement: (ia) it the Corporation is a corporation duly incorporated organized and is validly existing in good standing under the laws of the State of Delawarejurisdiction in which it was incorporated, (ii) it has all requisite corporate power and authority and is duly qualified and holds all necessary material permits, licences and authorizations necessary or required to carry on its business as now conducted and to own, lease or operate its properties and assets and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up, and the Corporation has all requisite power and authority to enter into into, execute, deliver and perform this Agreement file, as applicable, each of the Transaction Documents, and to consummate carry out its obligations hereunder and thereunder; (b) each of the execution and delivery of the Transaction Documents, the performance by the Corporation of its obligations hereunder and thereunder, the issue and sale of the Offered Shares and the consummation of the transactions contemplated hereby by the Transaction Documents, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both) (A) any statute, rule or regulation applicable to the Corporation or the Subsidiaries including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation or the Subsidiaries which are in effect at the date hereof; (C) any Material Agreement or other document to which the Corporation or any Subsidiary is a party or by which the Corporation or any Subsidiary is bound; or (D) any judgment, decree or order binding the Corporation or any Subsidiary or any of their respective properties or assets; (c) other than as disclosed in the Prospectuses in relation to the general security interest granted to Oxford Finance LLC under the Credit Facility, the Corporation does not beneficially own or exercise control or direction over 10% or more of the outstanding shares or membership interests of any company other than the Subsidiaries disclosed in writing to the Underwriters and the Corporation beneficially owns, directly or indirectly, the applicable interest in such Subsidiaries as disclosed in writing to the Underwriters free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, all of such shares or membership interests, as applicable, have been duly authorized and validly issued and are outstanding as fully paid securities, as applicable, and such shares and membership interests are subject to no further call for contribution and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from the Corporation or the Subsidiaries of any interest in any of such shares or membership interests or for the issue or allotment of any unissued securities in the capital of any of the Subsidiaries or any other security convertible into or exchangeable for any such securities; provided that, under operating agreements entered into prior to the date hereof, TMS has granted certain minority shareholders of certain Subsidiaries the right to tender such ownership interests in exchange for shares of TMS or a successor public company, on terms determined under the terms of the operating agreements; (d) the Material Subsidiaries represent all of the Subsidiaries with over $1,250,000 in trailing 12 months revenue as of December 31, 2020; (e) each Subsidiary is a corporation or limited liability company duly organized and validly existing under the laws of its governing jurisdiction in which it was incorporated or formed, as applicable, has all requisite corporate or limited liability power, as applicable, and authority and is duly qualified and holds all necessary material permits, licences and authorizations necessary or required to carry on its business as now conducted and to issue own, lease or operate its properties and assets and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up; (f) none of the Class A Common Stock Corporation or the Subsidiaries is (A) in accordance default or in breach of the constating documents or resolutions of its directors or shareholders or (B) in default of any material obligations under any Material Agreement or other document to which the Corporation or any Subsidiary is a party or by which the Corporation or any Subsidiary is bound; (g) except where no Material Adverse Effect would result, each of the Corporation and the Subsidiaries is licensed, registered or qualified as an extra-provincial, foreign corporation, foreign limited liability company or an extra-provincial partnership, as the case may be, in all jurisdictions where the character of the property or assets thereof owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and is carrying on the business thereof in compliance with the terms hereofall applicable laws, rules and regulations of each such jurisdiction; (iiih) all consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for (i) the execution and delivery of this Agreement the Transaction Documents; (ii) the issuance of the Offered Shares; and (iii) the completion of the Offering, have been made or obtained, as applicable, subject only to filing of the Prospectus Supplements, satisfaction by the Corporation of the Standard Listing Conditions and any post-Closing filings required by Applicable Securities Laws; (i) none of the Corporation or the Subsidiaries has approved, is contemplating, or has entered into any agreement in respect of, and none of the Corporation or the Subsidiaries has any knowledge of: (A) except in the ordinary course of business or as disclosed in writing to the Underwriters, the purchase of any property material to the Corporation or the Subsidiaries or assets or any interest therein or the sale, transfer or other disposition of any property of the Corporation or the Subsidiaries or assets or any interest therein currently owned, directly or indirectly, by the Corporation or the Subsidiaries whether by asset sale, transfer or sale of shares or otherwise; or (B) the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of the Corporation or the Subsidiaries) of the Corporation or the Subsidiaries; (j) the Financial Statements (i) have been prepared in accordance with IFRS, consistently applied throughout the periods referred to therein, (ii) contain no misrepresentation and present fully, fairly and correctly, in all material respects, the financial position of the Corporation and the Subsidiaries as at such dates thereof and the results of the operations and the changes in the financial position of the Corporation and the Subsidiaries for the periods then ended, and (iii) contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation and the Subsidiaries, and there has been no change in accounting policies or practices of the Corporation and the Subsidiaries subsequent to the date of the Interim Financial Statements; (k) except as disclosed in the Prospectuses, each of the Corporation and the Subsidiaries maintains a system of internal controls sufficient to provide reasonable assurance that access to assets is permitted only in accordance with management’s general or specific authorization; and, except as disclosed in the Prospectuses, the Corporation maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the U.S. Exchange Act) that comply with the requirements of the U.S. Exchange Act and such disclosure controls and procedures are effective; (l) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) Subsidiaries have been duly authorized paid, except as would not have a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation and the Subsidiaries have been filed with all necessary corporate action on appropriate Governmental Authorities, except for any remittance filings that would not have a Material Adverse Effect, and all such returns, declarations, remittances and filings are complete and accurate in all material respects and no material fact or facts have been omitted therefrom which would make any of them misleading. To the part knowledge of the Corporation, including but not limited no examination of any tax return of the Corporation or the Subsidiaries is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable, by the Corporation or the Subsidiaries; (m) except as disclosed in the Prospectuses, there are no rights, warrants or options to all actions necessary acquire, or instruments convertible into or exchangeable for, any securities in the capital of the Corporation or the Subsidiaries that are outstanding and no person is entitled to ensure that any pre-emptive or any similar rights to subscribe for any Common Shares or other securities of the acquisition Corporation or any of the Subsidiaries (except as set forth in the Investor Rights Agreement and as disclosed to the Underwriters with respect to the side letter agreement dated October 15, 2018 among TMS, Advanced TMS Health Centers, Inc. and S▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇); provided that, under operating agreements entered into prior to the date hereof, TMS has granted certain minority shareholders of certain Subsidiaries the right to tender such shares Class A Common Stock in exchange for shares of TMS or a successor public company, on terms determined under the terms of the operating agreements; (n) except as disclosed in the Prospectuses, there are no persons with registration rights or other similar rights granted by the Corporation to have any securities of the Corporation registered or qualified for distribution pursuant to any Applicable Securities Laws or the transactions contemplated herebylaws, rules or regulations of any other country, other than as set forth in the Registration Rights Agreements; (o) neither the Corporation nor any Subsidiary has declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of its shares (except for distributions made by Subsidiaries to certain physician partners in respect of TMS Centers that are co-owned by such physician partners) and has not directly or indirectly redeemed, purchased or otherwise acquired any of its securities or agreed to do so or otherwise effected any return of capital with respect to such securities; (p) there are no legal or governmental actions, suits, judgments, investigations, charges or proceedings pending to which the Corporation, the Subsidiaries or, to the fullest extent knowledge of the Corporation, any of the directors, officers or employees of the Corporation or the Subsidiaries is a party or to which the Corporation’s Board of Directorsor the Subsidiaries’ power and authority and property or assets are subject which if finally determined adversely to the extent permitted by lawCorporation or the Subsidiaries would be expected to result in a Material Adverse Effect and, shall not be to the knowledge of the Corporation, no such proceedings have been threatened against or are contemplated with respect to the Corporation, the Subsidiaries and/or any of their respective directors, officers or employees, or with respect to the property and assets of the Corporation or any Subsidiary (taken as a whole) and none of the Corporation or any Subsidiary is subject to any “moratorium,” “control share acquisition,” “judgment, order, writ, injunction, decree or award of any Governmental Authority, which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (q) each of the Corporation and the Subsidiaries has conducted and is conducting its business combination,” “fair price” in compliance in all material respects with all applicable laws and regulations of each jurisdiction in which it carries on business or other form of holds assets (including all applicable federal, state, provincial, municipal and local environmental anti-takeover pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, including all Governmental Authorities), holds all Permits under all such laws and regulations” is in compliance in all material respects with all terms of such Permits, and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or Permits, which would have a Material Adverse Effect; (r) the Corporation does not have knowledge of any legislation, or proposed legislation published by a legislative body, which it anticipates will cause a Material Adverse Effect; (s) each of the Corporation and the Subsidiaries, as applicable, owns or has the right to use under licence, sub-licence or otherwise all Intellectual Property used by the Corporation and/or the Subsidiaries in their respective businesses; (t) any and all of the agreements and other documents and instruments pursuant to which the Corporation or a Subsidiary holds the material property and assets thereof (including any interest in, or right to earn an interest in, any such property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof. None of the Corporation or any of the Subsidiaries is in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all material leases, licences and claims pursuant to which the Corporation or a Subsidiary derives the interests thereof in such property and assets are in good standing in all material respects and there has been no material default under any such lease, licence or claim. The material properties (or any interest in, or right to earn an interest in, any property) of each of the Corporation and the Subsidiaries are not subject to any right of first refusal or purchase or acquisition right; (u) each of the Corporation and the Subsidiaries holds all of the permits, licences and like authorizations necessary for it to carry on its business in each jurisdiction where such business is carried on that may purport are material to be applicable to this Agreement or the transactions contemplated hereby conduct of the business of each of the Corporation and the Subsidiaries (collectively, the “Takeover LawsPermits”); all such Permits are valid and subsisting and in good standing and each of the Corporation and the Subsidiaries are in material compliance with each such Permit; (v) the Transaction Documents have been authorized and have been (or will be, at the time of filing thereof) executed and delivered by the Corporation and constitute (ivor will constitute, at the time of filing thereof) this Agreement constitutes a legal, valid and binding obligation obligations of the Corporation Corporation, enforceable against the Corporation in accordance with its their respective terms, except as enforcement thereof may be limited by equitable principles or by bankruptcythe Enforceability Qualifications; (w) at the Closing Time, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement all necessary corporate action will have been taken by the Corporation to validly issue the Offered Shares, which upon issuance in accordance with the terms of such securities, shall be validly issued as fully paid and non-assessable securities in the consummation by the Corporation capital of the transactions contemplated hereby will not Corporation; (Ax) result in a violation of the Certificate of Incorporation authorized capital of the Corporation or consists of an unlimited number of Common Shares and an unlimited number of preferred shares, and as at the Bylaws close of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect business on the Corporation or its businessBusiness Day immediately preceding the date hereof, financial condition or results of operations.16,094,135 Common Shares (and no preferred shares) were issued and outstanding as fully p

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants as follows to the Agent and acknowledges that the Agent is relying upon such representations and warranties in connection with their execution and delivery of this Agreement and the completion of the Offering that: (ia) it the Corporation is a corporation duly incorporated and organized and is existing in good standing a valid and subsisting corporation under the laws of British Columbia, and has all requisite power, capacity and authority to carry on its business as now conducted in each of the State jurisdictions it carries on business and to own, lease or operate its assets and properties and to offer, issue and sell the Offered Shares and neither the Corporation nor, to the knowledge of Delawarethe Corporation, any other person, has taken any steps or proceedings, voluntary or otherwise, requiring or authorizing the Corporation’s dissolution or winding up, and (ii) it has all requisite full corporate right, power and authority to enter into and perform execute this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, carry out its obligations hereunder; (iiib) the execution Corporation is the direct or indirect registered and delivery beneficial owner of all of the issued and outstanding shares and other voting securities of each Cresco Subsidiary, in each case, except as disclosed or incorporated by reference in the Prospectus, free and clear of all encumbrances, liens, mortgages, hypothecations, security interests, charges or adverse interests whatsoever, and no person, firm, corporation or entity has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Corporation or any Cresco Subsidiary of any of the shares or other securities of any Cresco Subsidiary; (c) this Agreement by has been or will be on the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been Closing Date duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and Corporation (to the extent permitted by law, shall not be subject it is a party to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws the particular document) and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, will constitute valid and binding obligation obligations of the Corporation (to the extent it is a party to the particular document) legally binding upon the Corporation, if and as applicable, and enforceable against the Corporation in accordance with its their respective terms, except as enforcement subject to the fact that enforceability may be limited by equitable principles or affected by bankruptcy, insolvency, reorganizationarrangement, liquidation, moratorium, reorganization or other similar laws of general application relating to or limiting affecting the enforcement of creditors’ rights generally, by general principles of equity, including, without limitation, the fact that equitable remedies (such as specific performance and injunctive relief) may only be awarded in the discretion of a court, applicable statutes of limitations and that the ability to sever unenforceable terms may be limited by applicable law; (vd) each Cresco Subsidiary is a corporation incorporated, amalgamated, continued or organized and validly existing under the executionlaws of its jurisdiction of incorporation, delivery amalgamation, continuation or organization and performance has all requisite power, capacity and authority to carry on its business as now conducted in each of this Agreement by the jurisdictions it carries on business and to own, lease or operate its assets and properties and none of the Cresco Subsidiaries nor, to the knowledge of the Corporation, any other person, has taken any steps or proceedings, voluntary or otherwise, requiring or authorizing such Cresco Subsidiaries’ dissolution or winding up; (e) other than in respect of U.S. Marijuana Laws, the Corporation and each of the consummation Cresco Subsidiaries (i) has conducted and is conducting its business in compliance with all applicable laws of each jurisdiction in which its business is carried on, other than acts of non-compliance that individually or in the aggregate would not have a material adverse effect, and, to the knowledge of the Corporation, there are no facts that would give rise to a notice of material non- compliance with any such Applicable Laws, (ii) is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business where such license, registration or qualification is necessary to enable its business to be carried on as it is now conducted and Assets and Properties to be owned, leased or operated, except where the failure to be so licensed, registered or qualified would not have a material adverse effect, and all such material licenses, registrations or qualifications are valid and existing and in good standing; (f) the Corporation is a reporting issuer in each of the Qualifying Provinces, is not in default in any material respect of any requirement under the Applicable Securities Laws and is not on the list of defaulting issuers maintained by the Canadian Securities Regulators; (g) no approval, authorization, consent or other order of, and no filing, registration or recording with, any governmental authority, Canadian Securities Regulator or lenders to the Corporation is required of the Corporation in connection with the execution and delivery of, or with the performance by the Corporation of its obligations under, this Agreement except (i) those which have been obtained or those which may be required and shall be obtained prior to the Closing Time under Applicable Securities Laws or the rules, by-laws and regulations of the CSE, and (ii) such post-Closing notice filings with Canadian Securities Regulators and the CSE as may be required in connection with the Offering, including under Applicable Securities Laws in the United States and related post- Closing notice filings as may be required in connection with the issue and sale of Offered Shares in the United States or to or for the account or benefit of U.S. Persons; (h) each of the execution and delivery of this Agreement, the performance by the Corporation of its obligations hereunder and thereunder, including the offer, issue and sale of the Offered Shares and the consummation of the transactions contemplated hereby in this Agreement, do not and will not (A) conflict with or result in a breach or violation of the Certificate of Incorporation any of the Corporation terms or the Bylaws of the Corporation or (B) conflict withprovisions of, or constitute a default (or an event which with under, whether after notice or lapse of time or both would become a defaultboth, (i) underany statute, rule or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree regulation applicable to the Corporation or by which any property Cresco Subsidiary, including Applicable Securities Laws; (ii) the constating documents or asset resolutions of the Corporation or any Cresco Subsidiary; (iii) any material mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or other document to which the Corporation or any Cresco Subsidiary is bound a party or affectedby which it is bound; or (iv) any judgment, except with respect to decree or order binding the Corporation or its assets and properties or any Cresco Subsidiary or its assets and properties; or except, in the case of clauses (Biii) and (iv) above, for such breach, violation or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that default which has not had and would not reasonably be expected to have a material adverse effect; affect the rights, duties and obligations of any parties to any material indenture, agreement or instrument to which the Corporation or any Subsidiary is a party, nor give a party the right to terminate any such indenture, agreement or instrument by virtue of the application of terms, provisions or conditions in such indenture, agreement or instrument, except as would not reasonably be expected to have a material adverse effect; (i) at the Closing, the Offered Shares will have been duly created, authorized, allotted and reserved for issuance and, at the Closing Time, after payment of applicable consideration: (i) the Offered Shares will be duly and validly issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation; (ii) the Offered Shares will not have been issued in violation of or subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Corporation; (j) the Subordinate Voting Shares have the attributes and characteristics and conform in all material respects with the descriptions thereof contained in the Prospectus; (k) the Subordinate Voting Shares are listed and posted for trading on the CSE and, prior to the Closing Time, all necessary notices and filings will have been made with and all necessary consents, approvals, authorizations will have been obtained by the Corporation from the CSE to ensure that, subject to fulfilling the CSE's standard listing conditions, the Offered Shares will be listed and posted for trading on the CSE upon their issuance; (l) (i) no default exists under and no event has occurred which, after notice or lapse of time or both, or otherwise, constitutes a default under or breach, by the Corporation, any Subsidiary of the Corporation, or any other person, of any material obligation, agreement, covenant or condition contained in any material contract to which the Corporation or any Subsidiary of the Corporation is a party; and (ii) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Subordinate Voting Shares or any other security of the Corporation has been issued or made by any Canadian Securities Regulator or stock exchange or any other regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Corporation, are contemplated or threatened by any such authority or under any Applicable Securities Laws, or except, in the case of clause (i) which has not had and would not reasonably be expected to have a material adverse effect; (m) except as disclosed or incorporated by reference in the Prospectus in respect of the Corporation or disclosed in writing to the Agents, the Corporation is not currently party to any agreement in respect of: (A) the purchase of any material assets and properties or any interest therein or the sale, transfer or other disposition of any material assets and properties or any interest therein currently owned, directly or indirectly, by the Corporation whether by asset sale, transfer of shares or otherwise; or (B) the change of control of the Corporation (whether by sale or transfer of shares or sale of all or substantially all of the assets and properties of the Corporation or otherwise); (n) the Financial Information (i) has been prepared in accordance with IFRS consistently applied throughout the periods referred to therein, (ii) present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise as required by IFRS) of the Corporation and its Subsidiaries on a consolidated basis as at such dates and the results of its operations and its cash flows for the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation and its Subsidiaries on a consolidated basis in accordance with IFRS, and (iii) have been audited (in the case of the annual financial statements comprising the Financial Information) or will have been reviewed by the time of the filing of the Prospectus (in the case of the interim financial statements comprising the Financial Information) by independent public accountants within the meaning of Applicable Securities Laws and the rules of the Chartered Professional Accountants of Canada, and there has been no change in accounting policies or practices of the Corporation since January 1, 2020 except as disclosed in the Financial Information. Except as set out in the Financial Information or as incurred in the ordinary course of business since September 30, 2020 and as would not individually or on the aggregate have a material adverse effect, the Corporation does not have any outstanding indebtedness or any liabilities or obligations including any unfunded obligation under any employee plan, whether accrued, absolute, contingent or otherwise as of the date of the applicable financial statements; (o) there are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of the Corporation or its businessSubsidiaries with unconsolidated entities and there are no other material liabilities of the Corporation or its Subsidiaries (absolute, accrued, contingent or otherwise), except as disclosed in the Financial Information or incurred in the ordinary course of business since the date of the last interim Financial Information; (p) Cresco maintains a system of internal accounting controls sufficient to provide reasonable assurances that, (A) transactions are executed in accordance with management’s general or specific authorization, and (B) transactions are recorded as necessary to permit preparation of financial condition statements in conformity with IFRS and to maintain accountability for assets; (q) all taxes (including income tax, sales tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or results withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, "Taxes") due and payable by each of operations.the Corporation and the Cresco Subsidiaries have been paid, other than any immaterial amounts as may have failed to have been remitted when due. All tax returns, declarations, remittances and filings required to be filed by each of the Corporation and the Cresco Subsidiaries have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate, in all material respects, and no material fact or facts have been omitted therefrom which would make any of them materially misleading. No examination of any tax return of the Corporation or any of the Cresco Subsidiaries is currently in progress to the knowledge of Corporation and there are no material issues or disputes outstanding with any governmental authority respecting any taxes that have been paid, or may be payable, by the Corporation. There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to the Corporation or any Cresco Subsidiary; (r) neither Corporation nor any of the Cresco Subsidiaries have (i) made an assignment in favour of its creditors nor a proposal in bankruptcy to their respective creditors or any class thereof, nor has any petition for a receiving order been presented in respect of them, or (ii) initiated proceedings with respect to a compromise or arrangement with their respective creditors or for their winding up, liquidation or dissolution. No receiver has been appointed in respect of the Corporation or any of their respective assets and properties and no execution or distress has been levied upon any of their assets and properties; (s) the Corporation and the Cresco Subsidiaries have each established on their books and records reserves that are adequate for the payment of all Taxes not yet due and payable and there are no liens for Taxes on the assets and properties of the Corporation or the Cresco Subsidiaries (other than liens for Taxes that are not yet due and payable or that are being contested in good faith), and, to the knowledge of the Corporation, there are no audits pending of the tax returns of the Corporation or any Cresco Subsidiary (whether federal, state, provincial, local or foreign) and there are no claims which have been asserted relating to any such tax returns, in each case which would reasonably be expected to have a material adverse effect; (t) ▇▇▇▇▇▇ LLP, who audited the audited consolidated financial statements of the Corporation for the financial year ended December 31, 2019, are independent public accountants and there has not been any “disagreement” or “reportable event” (within the respective meanings of NI 51-102) with the current auditors or any former auditors of the Corporation; (u) the audit committee’s responsibilities and composition comply with National Instrument 52-110 - Audit Committees of the Canadian Securities Administrators, as such instrument applies to “venture issuers”; (v) the authorized share structure of the Corporation consists of: (i) an unlimited number of super voting shares in the capital of the Corporation; (ii) an unlimited number of subordinate vot

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Agents, and acknowledges that the Agents are relying upon each of such representations and warranties in entering into the transactions contemplated hereby, as follows: (ia) it each of the Corporation and the Subsidiaries: (A) is a corporation duly incorporated incorporated, continued or amalgamated and validly existing under the laws of the jurisdiction in which it was incorporated, continued or amalgamated, as the case may be; (B) has all requisite corporate or limited liability company power and authority and is existing duly qualified and holds all necessary permits, licences and authorizations necessary or required to carry on its business as now conducted to own, lease or operate its properties (including the Owned Real Property) and assets; (C) where required, has been duly qualified as an extra-provincial corporation or foreign corporation for the transaction of business and is in good standing under the laws Laws of each jurisdiction in which it owns or leases property, or conducts business unless, in each case, the State of Delawarefailure to do so would not individually or in the aggregate, have a Material Adverse Effect; and (iiD) it no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up; (b) the Corporation has all requisite corporate power or limited liability company power, authority and authority capacity to enter into and perform this Agreement each of the Transaction Documents and to consummate perform the transactions contemplated herein and therein, including, without limitation, to issue the Units, the Warrants and the Broker Warrants and the Unit Shares, the Warrant Shares and the Broker Warrant Shares issuable upon exercise thereof, as applicable; (c) other than the Subsidiaries, upon closing of the Offering, the Corporation has no direct or indirect subsidiary nor any investment or any proposed investment in any person which in either case is or could be material to the business and affairs of the Corporation; (d) neither the Corporation nor any of the Subsidiaries is (i) in violation of its constating documents, or (ii) in default of the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, joint venture, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it or its property may be bound, except for any such violations or defaults that would not result in a Material Adverse Effect; (e) to the knowledge of the Corporation, no counterparty to any material obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, mortgage, loan agreement, note, lease or other agreement or instrument to which the Corporation or any Subsidiary is a party is in default in the performance or observance thereof, except where such violation or default in performance would not have a Material Adverse Effect; (f) the Corporation (either directly or indirectly through a Subsidiary) owns all of the issued and outstanding securities of each Subsidiary, free and clear of all encumbrances, claims or demands whatsoever and no person has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement, for the purchase from any person (other than the Corporation) of any interest in any of the shares in the capital of any Subsidiary. All of the issued and outstanding shares of the Subsidiaries are outstanding as fully paid and non- assessable shares; (g) other than in respect of certain United States federal laws relating to the cultivation, distribution, processing or possession of marijuana in the United States and the proceeds or use of proceeds therefrom to be disclosed in the Offering Documents and other related judgments, orders or decrees, each of the Corporation and the Subsidiaries has conducted and is conducting its business in compliance with all Applicable Laws and regulations of each jurisdiction in which it carries on business, except where the failure to so comply would not have a Material Adverse Effect, and each of the Corporation and the Subsidiaries holds all material requisite licences, registrations, qualifications, permits and consents necessary or appropriate for carrying on its business as currently carried on and all such licences, registrations, qualifications, permits and consents are valid and subsisting and in good standing in all material respects. Without limiting the generality of the foregoing, neither Corporation nor any Subsidiary has received a written notice of non-compliance, nor does the Corporation know of, nor have reasonable grounds to know of, any facts that could give rise to a notice of non- compliance with any such laws, regulations or permits which would have a Material Adverse Effect. Other than as disclosed in the Prospectus, neither the Corporation nor any Subsidiary is required to obtain any permits or licences from Health Canada or any similar federal, provincial, state or municipal regulatory body or self- regulatory body in connection with the current conduct of its business and all revenues of the Corporation derived therefrom, other than in respect of certain United States federal laws relating to the cultivation, distribution or possession of marijuana in the United States to be disclosed in the Offering Documents and other related judgments, orders or decrees; (h) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or, to the knowledge of the Corporation, are pending, contemplated or threatened by any regulatory authority; (i) other than the Leased Premises, each of the Corporation and the Subsidiaries is the absolute legal and beneficial owner of, and has good and marketable title to, all of the material properties and assets thereof, and no other property or assets are necessary for the conduct of the business of the Corporation and the Subsidiaries as currently conducted. Any and all of the agreements and other documents and instruments pursuant to which each of the Corporation or the Subsidiaries holds the property and assets thereof (including any interest in, or right to earn an interest in, any Intellectual Property) are valid and subsisting agreements, documents and instruments in full force and effect, enforceable in accordance with the terms thereof, and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, and all material leases, licenses and other agreements pursuant to which the Corporation or any Subsidiary derives the interests thereof in such property are in good standing. The Corporation does not know of any claim or the basis for any claim that might or could materially and adversely affect the right of the Corporation or any Subsidiary to use, transfer or otherwise exploit their respective assets, none of the properties (or any interest in, or right to earn an interest in, any property) of the Corporation or any Subsidiary is subject to any right of first refusal or purchase or acquisition right, and neither the Corporation nor any Subsidiary has a responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property and assets thereof; (j) neither the Corporation nor any of the Subsidiaries owns any real property, other than the Owned Real Property; (k) no legal or governmental proceedings or inquiries are pending to which the Corporation or any Subsidiary is a party or to which the property thereof is subject that would result in the revocation or modification of any certificate, authority, permit or license necessary to conduct the business now owned or operated by the Corporation or any Subsidiary which, if the subject of an unfavourable decision, ruling or finding could reasonably be expected to have a Material Adverse Effect and, to the knowledge of the Corporation, no such legal or governmental proceedings or inquiries have been threatened against or are contemplated with respect to the Corporation or any Subsidiary or with respect to the properties or assets thereof; (l) there are no actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding, pending or, to the best of the Corporation’s knowledge, threatened against or affecting the Corporation or any Subsidiary, or the directors, officers or employees thereof, at law or in equity or before or by any commission, board, bureau or agency of any kind whatsoever and, to the best of the Corporation’s knowledge, there is no basis therefor and neither the Corporation nor any Subsidiary is subject to any judgment, order, writ, injunction, decree, award, rule, policy or regulation of any governmental authority, which, either separately or in the aggregate, may have a Material Adverse Effect or that would materially adversely affect the ability of the Corporation to perform its obligations under the Transaction Documents; (m) at the Closing Time all consents, approvals, permits, authorizations or filings as may be required to be made or obtained by the Corporation under Canadian Securities Laws necessary for the execution and delivery of the Transaction Documents, and the creation, issuance and sale, as applicable, of the Units and the consummation of the transactions contemplated hereby and thereby will have been made or obtained, as applicable, (other than the filing of reports required under applicable Canadian Securities Laws within the prescribed time periods, which documents shall be filed as soon as practicable after the Closing Date and, in any event, within such deadline imposed by applicable Canadian Securities Laws); (n) the authorized and issued share capital of the Corporation consists of an unlimited number of Common Shares, of which as at the date hereof (prior to completion of the Offering), 36,811,425 Common Shares are issued and outstanding. As of the date hereof, (i) options to acquire an aggregate of 5,686,250 Common Shares were issued and outstanding under the Corporation’s stock option plan, (ii) warrants to acquire an aggregate of 3,809,011 Common Shares were issued and outstanding pursuant to the conversion of special warrants issued by the Corporation in the July 2018 Financing, (iii) compensation warrants to acquire an aggregate of 183,431 Common Shares were issued and outstanding in connection with the July 2018 Financing, and there are no other outstanding securities of the Corporation convertible or exchangeable into Common Shares as of the date hereof. To the knowledge of the Corporation, there is not any agreement which, in any manner, affects the voting control of any securities of the Corporation or any of its Subsidiaries; (o) there are no contracts or agreements between either the Corporation or a Subsidiary and any person granting such person the right to require the Corporation or the Subsidiary to file a registration statement under U.S. Securities Laws or, except as contemplated by this Agreement, a prospectus under Canadian Securities Laws, with respect to any securities of the Corporation or any Subsidiary owned or to be owned by such person that require the Corporation or a Subsidiary to include such securities in the securities qualified for distribution under the Offering Documents; (p) there are no voting trusts or agreements, shareholders’ agreements, buy sell agreements, rights of first refusal agreements, agreements relating to restrictions on transfer, pre-emptive rights agreements, tag-along agreements, drag-along agreements or proxies relating to any of the securities of the Corporation or the Subsidiaries, to which the Corporation or any of the Subsidiaries is a party; (q) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to: (i) authorize the execution, delivery and performance of the Transaction Documents; (ii) authorize the execution, delivery and filing, as applicable, of the Offering Documents; (iii) validly create and issue the Class A Common Stock Warrants and the Broker Warrants; (iv) grant the Over-Allotment Option; (v) issue and sell the Additional Units, Additional Shares and/or Additional Warrants upon exercise of the Over-Allotment Option; (vi) validly reserve for issuance and issue and sell the Unit Shares; (vii) validly reserve for issuance and issue and sell the Warrant Shares; and (viii) validly reserve for issuance and issue and sell the Broker Warrant Shares; (r) the Unit Shares have been, or prior to the Closing Time will be, duly and validly authorized and allotted for issuance by the Corporation and, upon exercise of the Warrants in accordance with their terms, the terms hereofUnit Shares will be validly issued as fully paid and non-assessable Common Shares; (s) the Warrants to be issued and sold have been, or prior to the Closing Time will be, duly and validly authorized and created by the Corporation and, upon payment of the issue price therefor, the Warrants will be validly issued; (iiit) the Warrant Shares issuable upon exercise of the Warrants have been, or prior to the Closing Time will be, duly and validly authorized and allotted for issuance by the Corporation and, upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (u) the Broker Warrants to be issued have been, or prior to the Closing Time will be, duly and validly authorized for issuance and created by the Corporation and, at the Closing Time, the Broker Warrants will be validly issued; (v) the Broker Warrant Shares issuable upon exercise of the Broker Warrants have been, or prior to the Closing Time will be, duly and validly authorized, created and allotted for issuance, as applicable, by the Corporation and, upon exercise of the Broker Warrants in accordance with their terms, the Broker Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (w) the forms of the certificates, if any, representing the Unit Shares, the Warrants, and the Broker Warrants have been, or prior to the Closing Time will be, duly approved by the Corporation and comply with applicable corporate laws and Canadian Securities Laws, including the rules and policies of the CSE; (x) the execution and delivery of this Agreement each of the Transaction Documents, the performance by the Corporation of its obligations hereunder or thereunder, the issue and sale of the Units hereunder and the consummation by it of the transactions contemplated hereby in this Agreement, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (including whether after notice or lapse of time or both): (A) any Laws applicable to the Corporation including, without limitation, the issuance Securities Laws; (B) the constating documents, by-laws or resolutions of the Class A Common StockCorporation which are in effect at the date hereof; (C) any Material Agreement, contract, agreement, instrument, Debt Instrument, lease or other document to which the Corporation is a party or by which it is bound which, either separately or in the aggregate, may have been duly authorized by all necessary corporate action on a Material Adverse Effect; or (D) any judgment, decree or order binding the part Corporation or the property or assets of the Corporation; (y) upon execution and delivery thereof, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent each of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, Transaction Documents shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes constitute a legal, valid and binding obligation of the Corporation and each shall be enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar moratorium and other laws relating to or limiting creditors’ affecting the rights generallyof creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable Law; (vz) the executionFinancial Statements contain no misrepresentations and present fairly, delivery and performance of this Agreement by in all material respects, the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation financial condition of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute on a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.consolidated b

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants that (i) it to the Purchaser that: CORPORATE ORGANIZATION - The Corporation is a corporation duly incorporated and is validly existing in good standing under the laws of the State of Delaware, (ii) it CBCA and has all requisite necessary corporate power power, authority, capacity and authority right, to enter into and perform this Agreement and to consummate complete the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the hereby. ENFORCEABILITY OF AGREEMENT - Upon due execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitationPurchaser, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes shall be a legal, legally valid and binding obligation of agreement enforceable by the Corporation enforceable Purchaser against the Corporation in accordance with its terms, except as enforcement may subject, however, to the usual limitations with respect to enforcement, imposed by law in connection with bankruptcy or similar proceedings and the availability of equitable remedies. CONFLICTING PROVISIONS - The Corporation is not a party to, bound or affected by or subject to, any agreement, charter or by-law provision, statute, regulation, judgement, order, decree or law which would be limited by equitable principles or by bankruptcyviolated, insolvencycontravened, reorganization, moratoriumbreached by, or similar laws relating to under which default would occur as a result of, the execution and delivery or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement and which default, violation, contravention or breach would constitute a Material Adverse Effect or would prevent the Corporation from consummating the transactions contemplated hereby. CONSENTS - No consent, waiver, approval, authorization, exemption, registration, license or declaration of or by, or filing (other than pursuant to the Securities Laws) with, or notification to any governmental agency or other regulatory authority or administrative agency or commission is required to be made or obtained by the Corporation in connection with (i) the execution and delivery by the Corporation of this Agreement, or (ii) the consummation by the Corporation of any of the transactions contemplated hereby will not provided for herein, except for or in connection with the regulatory approvals referred to in paragraphs (b) and (c) of section 3 of Schedule "A) result " hereto. PUBLIC DISCLOSURE The Corporation has complied in a violation all material respects with its obligation to file all forms, reports, statements, schedules and documents required to be filed with the Securities Authorities since April 12, 1994 (collectively, the "Reports"), each of which Reports complied in all material respects with the applicable requirements of the Certificate of Incorporation Securities Laws, as in effect on the date so filed. Except for the financial statements of the Corporation as at and for the periods ended March 31, 1995 and June 30, 1995 which have been restated, none of such Reports (including any financial statements, schedules, documents or exhibits included or incorporated by reference therein) or the Bylaws prospectus of the Corporation or (B) conflict withdated April 12, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable 1994 when filed pursuant to the Corporation Securities Laws contained any misrepresentation (as defined in the OSA). All such Reports, (including any financial statements, schedules, documents or exhibits included or incorporated by which any property or asset reference therein) and the prospectus of the Corporation is bound dated April 12, 1994 complied in all material respects with all applicable requirements of law. The audited consolidated financial statements of the Corporation (including any related notes thereto) for the fiscal year ended December 31, 1996 which have previously been furnished to the Purchaser, have been prepared in accordance with Canadian generally accepted accounting principles, applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Corporation and its subsidiaries at the date thereof and the consolidated results of its operations and changes in cash flows for the period indicated. Except as and to the extent set forth on or affectedcontemplated by the consolidated balance sheet of the Corporation and its subsidiaries at December 31, 1996, including the notes to the financial statements of the Corporation for its fiscal year then ended, neither the Corporation nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet or in the notes thereto prepared in accordance with Canadian generally accepted accounting principles, except with respect to clauses (B) for liabilities or (C) for any conflictsobligations incurred in the ordinary course of business since December 31, defaults1996 which could not, accelerationsindividually or in the aggregate, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on Material Adverse Effect. ABSENCE OF CHANGES - Since December 31, 1996, except as set forth in the Reports, there has not been: any change in the financial condition, operations (including inventories) or prospects of the Corporation constituting a Material Adverse Effect; or its businessany damage, financial destruction, loss, labour trouble or other event, development or condition of any character (whether or results of operationsnot covered by insurance) constituting a Material Adverse Effect.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants that to the Purchaser as follows: (ia) it The Corporation is a corporation duly incorporated validly existing and is existing in good standing under the laws of the State Republic of Delawarethe ▇▇▇▇▇▇▇▇ Islands. The Corporation has the legal capacity, (ii) it has all requisite corporate power and authority to enter into and perform all of its obligations under this Agreement. (b) This Agreement has been duly and to consummate the transactions contemplated hereby validly authorized, executed and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement delivered by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation Corporation, enforceable against the Corporation in accordance with its terms. (c) The execution, delivery and performance by the Corporation of this Agreement will not (with or without notice or lapse of time, or both) (i) result in any violation of any provision of its articles of incorporation or bylaws, (ii) conflict with or constitute breach of, or default under, or result in the creation or imposition of any lien, encumbrance, security interest, pledge, mortgage, charge, other claim, contract, lease, license, indenture, agreement, commitment or other legally binding arrangement to which it is a party or by which any material amount of its assets may be bound or (iii) result in any violation of any applicable law, statute, rule or regulation or order of any governmental authority, except as enforcement may be limited by equitable principles or by bankruptcywould not have a material adverse effect on the Corporation and its subsidiaries, insolvency, reorganization, moratoriumtaken as a whole, or similar laws relating its ability to consummate the transactions contemplated hereby. (d) No material consent, approval, license, permit, order or limiting creditors’ rights generallyauthorization of, and (v) or registration, declaration or filing with, any federal, state, local or foreign governmental authority is required in connection with the Corporation’s execution, delivery and performance of this Agreement by the Corporation and the or its consummation by the Corporation of the transactions contemplated hereby will not (A) result in hereby, except such as have been obtained or as may be required under federal and state securities laws with respect to the Corporation’s obligations under the Registration Rights Agreement. Other than pursuant to the agreements for the Concurrent Stock Purchases, there are no contracts, agreements or understandings between the Corporation and any person granting such person the right to require the Corporation to file, after the date hereof, a violation registration statement under the Securities Act with respect to any securities of the Certificate Corporation. (e) The Shares have been duly authorized and, upon issuance against payment therefore hereunder, will be validly issued, fully paid and non-assessable. (f) On the Closing Date (and as a condition to the effectiveness of Incorporation this Agreement), the Corporation is concurrently issuing to other investors, including an affiliate of ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, a total number of shares of Common Stock equal, together with the Shares to be issued and purchased by the Purchaser under this Agreement, to 54,054,055, against payment in cash of $3.70 per share (the “Concurrent Stock Purchases”). (g) The authorized capital of the Corporation or consists of (i) 750,000,000 shares of Common Stock of which 54,556,263 are outstanding immediately prior to the Bylaws consummation of the issuance and sale of Shares hereunder and in the Concurrent Stock Purchases and (ii) 100,000,000 shares of Preferred Stock, par value $0.01 per share, none of which are outstanding. Other than as disclosed on Schedule A to this Agreement and the Concurrent Stock Purchases, there are no outstanding commitments of the Corporation to issue any capital stock or (B) conflict withrights to acquire capital stock and the Corporation does not have any contingent or other obligation to purchase, redeem or constitute a default (otherwise acquire any shares of its capital stock or an event which with notice or lapse any interest therein. The issuance, sale and delivery of time or both would become a default) underthe shares of Common Stock being purchased hereunder are not subject to any preemptive rights, or give to others any rights of terminationfirst refusal or other similar right in favor or any person or entity. (h) Except as specifically provided in this Article IV, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, does not make any representation or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable warranty to the Corporation Purchaser, express or by which any property or asset of the Corporation is bound or affectedimplied, except with respect to clauses (B) the Corporation, including with respect to any projections, forecasts, estimates or (C) for any conflictsbudgets of future revenues, defaultsfuture results of operations, accelerationsfuture cash flows, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, future financial condition or results future business or operations of operationsthe company or the business.

Representations and Warranties of the Corporation. The Corporation hereby acknowledges, represents and warrants that to the Stockholders as follows: (ia) it The Corporation is a corporation duly incorporated organized, validly existing and is existing in good standing under the laws of the State of Delaware, (ii) it has all requisite Delaware with full corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby hereby. The Corporation's authorized capital stock consists of One Thousand Five Hundred (1,500) shares of Common Stock, of which 203.9273 shares are issued and outstanding. True and correct copies of the Certificate of Incorporation and the Restated By-laws of the Corporation are annexed hereto as SCHEDULES B and C, respectively. (b) The Corporation has full power and authority (corporate or otherwise) to issue execute, deliver and perform this Agreement, and the Class A Common Stock execution, delivery and performance of this Agreement will not result in accordance (i) the breach of or default under, with or without the terms hereofgiving of notice or passage of time, or both, its Certificate of Incorporation, By-Laws, any mortgage, indenture, contract, agreement or other arrangement to which it is a party or by which it or its properties may be bound, (ii) the violation of any law, statute, rule, decree, order, judgment or regulation binding upon it, or (iii) (except as contemplated by this Agreement) the execution creation or imposition of any lien or encumbrance on any of its properties or assets. (c) This Agreement and delivery of this Agreement by the Corporation and the consummation by it of the all transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power Corporation and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes constitute a legal, valid and binding obligation of the Corporation enforceable against the Corporation it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance . The Board of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation Directors of the Corporation or the Bylaws of has adopted appropriate resolutions authorizing the Corporation or to enter into this Agreement and undertaking to fulfill all the terms of this Agreement. (Bd) conflict withThe Corporation owns of record the patent applications listed on SCHEDULE D annexed hereto; provided, or constitute a default (or an event which with notice or lapse of time or both would become a default) underhowever, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which that the Corporation is a party, makes no representation or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except warranty with respect to clauses (B) the patentability of any invention claimed on such SCHEDULE D or (C) for the validity or enforceability of any conflicts, defaults, accelerations, terminations, cancellations or violations, patent that would not reasonably may be expected issued to have a material adverse effect on the Corporation or its business, financial condition or results of operationsCorporation.

Representations and Warranties of the Corporation. (a) The Corporation represents and warrants that (i) it is a corporation duly incorporated organized, validly existing and is existing in good standing under the laws of the State of Delaware, Delaware and has all requisite corporate power and authority to carry out its obligations under this Warrant. (iib) it The Corporation has all requisite corporate power and authority to enter into this Warrant; and carry out and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with its obligations under the terms hereof, (iii) the execution and delivery of this Agreement Warrant. The execution, delivery and performance by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have this Warrant has been duly authorized by all necessary requisite corporate action on action. The Corporation has duly authorized, executed and delivered this Warrant, and this Warrant constitutes the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation Corporation, enforceable against the Corporation in accordance with its terms, except as enforcement enforceability may be limited by equitable principles or by applicable bankruptcy, insolvency, reorganizationmoratorium and other laws of general application affecting the rights and remedies of creditors generally, moratoriumthe exercise of judicial or administrative discretion in accordance with general equitable principles, or similar laws relating to or limiting creditors’ rights generallypublic policy. All Warrant Stock that may be issued upon the exercise of this Warrant and all securities, if any, issuable upon conversion of the Warrant Stock, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws. (vc) the The execution, delivery and performance of this Agreement Warrant, the issuance, sale and delivery of the Warrant Stock, and compliance with the provisions hereof and thereof by the Corporation do not and will not, with or without the consummation by passage of time or the Corporation giving of notice or both, violate, conflict with or result in any breach of any of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation terms, conditions or the Bylaws of the Corporation or (B) conflict withprovisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to others any rights right of termination, amendmentcancellation or acceleration), acceleration or cancellation ofresult in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation, under: (a) the provisions of any note, bond, mortgage, indenture, loan, license, agreement, indenture lease or other instrument to which or obligation that is binding on the Corporation is a partyor any of its assets, (b) the Certificate of Incorporation or the By-Laws of the Corporation, or (Cc) result in a violation any provision of any law, rulestatute, regulationrule or regulation or any ruling, writ, injunction, order, judgment or decree applicable of any court, administrative agency or other governmental body. The issuance of neither the Warrant nor the Warrant Stock is subject to preemptive or other similar statutory or contractual rights, which have not been duly and effectively waived. (d) No authorization, consent, approval or other order of, declaration to, or filing with, any governmental agency or body is required to be made or obtained by the Corporation for or in connection with the valid and lawful authorization, execution and delivery by the Corporation of this Warrant or for or in connection with the valid and lawful authorization, issuance, sale and delivery of the Warrant Stock. (e) Subject to the accuracy of the representations and warranties of the original holder of this Warrant set forth herein, the provisions of Section 5 of the Act are inapplicable to the offering, issuance, sale and delivery of this Warrant, and no consent, approval, qualification or registration or filing under any state securities laws is required in connection therewith, except such exemptive filings which are not required to be made until after the issuance hereof. (f) The Corporation is acquiring the Warrants or Warrant Stock for its own account, for investment and not for, with a view to, or in connection with, any distribution or public offering thereof within the meaning of the Act. (g) The Corporation understands that the Warrants and Warrant Stock have not been, and will not be, registered under the Act or any state securities law, by reason of their issuance in a transaction exempt from the registration requirements of the Act and such laws, that the Warrants and Warrant Stock must be held indefinitely unless they are subsequently registered under the Act and such laws or a subsequent disposition thereof is exempt from registration, that the Warrants and Warrant Stock shall bear a legend to such effect, and that appropriate transfer instructions may be issued. The Corporation further understands that such exemption depends upon, among other things, the bona fide nature of the Corporation’s investment intent expressed herein. (h) The Corporation has not been formed for the specific purpose of acquiring the Warrants or the Warrant Stock. The Corporation understands the term “accredited investor” as used in Regulation D promulgated under the Act and represents and warrants to the Corporation that the Corporation is an “accredited investor” for purposes of acquiring the Warrants or Warrant Stock being acquired by which any property or asset it hereunder. (i) The Corporation has sufficient knowledge and experience in business and financial matters and with respect to investment in securities of privately held companies so as to enable it to analyze and evaluate the merits and risks of the investment contemplated hereby and is capable of protecting its interest in connection with this transaction. The Corporation is able to bear the economic risk of such investment, including a complete loss of the investment. (j) The Corporation acknowledges that the Corporation and its representatives have had the opportunity to ask questions and receive answers from officers and representatives of the Corporation concerning the transactions contemplated by this Warrant, and to obtain any additional information which the Corporation possesses or can acquire that is bound necessary to verify the accuracy of the information regarding the Corporation herein set forth or affectedotherwise desired in connection with its purchase of the Warrants or Warrant Stock being acquired by it hereunder; provided, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violationshowever, that would not reasonably be expected to no investigation made heretofore or hereafter by or on behalf of such Corporation shall have a material adverse any effect on the representations and warranties of the Corporation or its businesshereunder, financial condition or results each of operationswhich will survive any such investigation. (k) The Corporation understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to Corporation) promulgated by the Securities and Exchange Commission under the Act depends upon the satisfaction of various conditions and that such exemption is not currently available.