Common use of Closing and Conditions Clause in Contracts

Closing and Conditions. 7.1 The closing of the purchase by TAVIX of the Securities shall be completed in accordance with the terms and conditions of the Rights Offering. 7.2 The obligation of TAVIX to subscribe for Subscription Receipts hereunder is subject to the following conditions being satisfied in full at the time such subscription is required under Section 2.2: (a) Catalyst shall have entered into the Snowflake Purchase Agreement in the form provided to TAVIX, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the consent of TAVIX, such consent not to be unreasonably withheld); (b) The Standby Purchasers shall have entered into the Standby Purchase Agreement in the form provided to TAVIX, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the consent of TAVIX, such consent not to be unreasonably withheld) and the Standby Purchasers shall remain contractually obligated and financially able to purchase and fully pay for any Subscription Receipts required to be purchased by the Standby Purchasers under the Standby Purchase Agreement; (c) there shall not be any claims, litigation, investigations or proceedings, including appeals and applications for review, in progress, or to the knowledge of Catalyst, pending, commenced or threatened, including, without limitation before any Governmental Entity, that would reasonably be expected, if determined adverse to Catalyst, to have a material adverse effect on the power or ability of Catalyst to consummate the Rights Offering; (d) Catalyst will have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other governmental and regulatory bodies required in connection with the Rights Offering and the purchase of Standby Subscription Receipts by the Standby Purchasers as contemplated by the Standby Purchase Agreement; (e) the Rights being listed on the TSX; and (f) the TSX having conditionally approved the listing of the Standby Subscription Receipts and the Common Shares underlying the Standby Subscription Receipts, subject to the filing of customary documents with the TSX. 7.3 Catalyst agrees it will use its reasonable commercial efforts to cause the conditions set out in Section 7.2 to be fulfilled or complied with on or before the Closing Date.

Closing and Conditions. 7.1 6.1 The closing of the purchase by TAVIX the Standby Purchaser and sale by Lorus of the Securities shall Standby Units to be purchased by the Standby Purchaser hereunder will be completed at the Toronto offices of MxXxxxxx Txxxxxxx LLP at 8:00 a.m. (Toronto time) (the “Closing Time”) on the Closing Date or at such other time and/or on such other date and/or at such other place as Lorus and the Standby Purchaser may agree upon in writing. On such date, and upon payment being made by the Standby Purchaser in accordance with Section 2.5 and Section 2.9, definitive certificates representing the terms number of Shares and conditions Warrants that is equal to the number of Standby Units to be purchased by the Standby Purchaser hereunder will be delivered to the Standby Purchaser by Lorus, such certificate to be registered in the name of the Rights OfferingStandby Purchaser or one or more designees of the Standby Purchaser, as applicable. 7.2 6.2 The obligation of TAVIX the Standby Purchaser to subscribe for Subscription Receipts hereunder complete the closing of the transactions set out in this Agreement is subject to the following conditions being satisfied in full at the time such subscription is required under Section 2.2full: (a) Catalyst shall have entered into the Snowflake Purchase Agreement in the form provided to TAVIX, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the consent of TAVIX, such consent not to be unreasonably withheld); (b) The Standby Purchasers shall have entered into the Standby Purchase Agreement in the form provided to TAVIX, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the consent of TAVIX, such consent not to be unreasonably withheld) and the Standby Purchasers shall remain contractually obligated and financially able to purchase and fully pay for any Subscription Receipts required to be purchased by the Standby Purchasers under the Standby Purchase Agreement; (c) there shall There will not be any claims, litigation, investigations or proceedings, including (without limitation) appeals and applications for review, in progress, or to the knowledge of CatalystLorus, pending, commenced or threatened, including, without limitation before by any Person that have a reasonable likelihood of success in the judgment of the Standby Purchaser or by any Governmental Entity, that would reasonably be expected, if determined adverse to Catalyst, to have a material adverse effect on the power or ability in respect of Catalyst to consummate the Rights OfferingOffering that are material to Lorus on a consolidated basis; (db) Catalyst Lorus will have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other governmental and regulatory bodies Governmental Entities required in connection with the Rights Offering and the purchase of Standby Subscription Receipts Units by the Standby Purchasers Purchaser as contemplated by the Standby Purchase this Agreement; (ec) the Rights being listed on the TSX; and (f) the The TSX having conditionally shall have approved the listing of the Standby Subscription Receipts Rights and the Common Shares underlying issuable upon exercise of the Standby Subscription ReceiptsRights and Underlying Shares issuable upon exercise of the Warrants, subject to the filing of customary documents with the TSX; (d) The Rights Offering will have been conducted in accordance with applicable Laws, including Securities Laws; and (e) The Standby Purchaser and any Substituted Standby Purchaser will have received at the Closing Time a certificate dated the Closing Date, addressed to the Standby Purchaser and any Substituted Purchaser and signed by the Chief Executive Officer and the Acting Chief Financial Officer of Lorus, certifying for and on behalf of Lorus that: (i) Lorus has complied with all covenants and satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) the representations and warranties of Lorus contained herein are true and correct as of the Closing Time; (iii) except as may have been disclosed in the Final Prospectus or a Prospectus Amendment filed with the relevant Securities Commissions, there has been no Material Adverse Change (actual, anticipated, proposed or prospective) in the business, affairs, operations, assets, financial condition, liabilities (contingent or otherwise) or capital of Lorus and its subsidiaries taken as a whole from the date hereof to and including the Closing Date; and (iv) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of Lorus has been issued and no proceedings for such purpose are pending or, to the knowledge of such officers, contemplated or threatened. 7.3 Catalyst 6.3 Lorus agrees that the conditions contained in Section 6.2 will be complied with so far as the same relate to acts to be performed or to be caused to be performed by Lorus and that it will use its commercially reasonable commercial efforts to cause such conditions to be complied with. 6.4 The obligation of Lorus to complete the conditions closing of the transactions set out in this Agreement is subject to the following conditions being satisfied in full: (a) The Standby Purchaser will have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other Governmental Entities required in connection with the purchase of the Standby Units as contemplated by this Agreement; (b) There will be no inquiry, investigation (whether formal or informal) or other proceeding commenced by a Governmental Entity pursuant to applicable Laws in relation to Lorus or any of its subsidiaries or in relation to any of the directors and officers of Lorus, any of which suspends or ceases trading (which suspension or cessation of trading is continuing) in the Rights or Shares or operates to prevent or restrict the lawful distribution of the Securities (which prevention or restriction is continuing); and (c) There will be no order issued by a Governmental Entity pursuant to applicable Laws and no change of Law, either of which suspends or ceases trading in the Rights or Shares (which suspension or cessation of trading is continuing) or operates to prevent or restrict the lawful distribution of the Rights or Shares issuable upon the exercise of the Rights or Shares issuable upon exercise of the Rights (which prevention or restriction is continuing). 6.5 The Standby Purchaser agrees that the conditions contained in Section 7.2 6.4 will be complied with so far as the same relate to acts to be fulfilled performed or to be caused to be performed by the Standby Purchaser and that it will use its commercially reasonable efforts to cause such conditions to be complied with on or before the Closing Datewith.

Closing and Conditions. 7.1 The closing of the purchase by TAVIX the Standby Purchasers and sale by Catalyst of the Securities Standby Subscription Receipts to be purchased by the Standby Purchasers hereunder shall be completed at the Vancouver offices of Blake, Cxxxxxx & Gxxxxxx LLP at 6:00 a.m. (Vancouver time) on the Closing Date or at such other time and/or on such other date and/or at such other place as Catalyst and the Standby Purchasers may agree upon in writing. On such date, and upon payment being made by the Standby Purchasers in accordance with Section 2.5, definitive certificates representing the terms and conditions number of Subscription Receipts that is equal to the number of Standby Subscription Receipts to be purchased by each of the Rights OfferingStandby Purchasers hereunder shall be delivered to each of the Standby Purchasers by Catalyst and such certificates shall be registered in the name of each of the Standby Purchasers, one or more designees of the Standby Purchasers or as each of the Standby Purchasers may otherwise direct, as applicable. Catalyst shall contemporaneously pay the standby commitment fee pursuant to Section 2.7(b) to the Standby Purchasers. 7.2 The obligation of TAVIX the Standby Purchasers to subscribe for Subscription Receipts hereunder complete the closing of the transactions set out in this Agreement is subject to the following conditions being satisfied in full at the time such subscription is required under Section 2.2full: (a) Catalyst shall have entered into the Snowflake Purchase Agreement in the form provided to TAVIXthe Standby Purchasers, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the prior consent of TAVIXthe Standby Purchasers, such consent not to be unreasonably withheld); (b) The Standby Purchasers TAVIX shall have entered into the Standby Purchase TAVIX Oversubscription Agreement in the form provided to TAVIXthe Standby Purchasers, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the prior consent of TAVIXthe Standby Purchasers, such consent not to be unreasonably withheld) and the Standby Purchasers TAVIX shall remain contractually obligated and financially able to purchase have purchased and fully pay paid for any Subscription Receipts required to be purchased by the Standby Purchasers under the Standby Purchase AgreementTAVIX thereunder; (c) there shall not be any claims, litigation, investigations or proceedings, including appeals and applications for review, in progress, or to the knowledge of Catalyst, pending, commenced or threatened, including, without limitation before any Governmental Entity, that would reasonably be expected, if determined adverse to Catalyst, to have a material adverse effect on the power or ability of Catalyst to consummate the Rights Offering; (d) Catalyst will have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other governmental and regulatory bodies required in connection with the Rights Offering and the purchase of Standby Subscription Receipts by the Standby Purchasers as contemplated by the Standby Purchase this Agreement; (e) the Rights being listed on the TSX; and; (f) the TSX having conditionally approved the listing of the Standby Subscription Receipts and the Common Shares underlying the Standby Subscription Receipts, subject to the filing of customary documents with the TSX; (g) the Standby Purchasers shall have received copies of directors’ and officers’ questionnaires (in the form attached as Exhibit A to this Agreement) completed and executed by each of the officers and each of the directors of Catalyst no later than two weeks following the filing of the Preliminary Prospectus, the contents of which shall not disclose, in the reasonable judgment of the Standby Purchasers, the existence of an undisclosed material fact pursuant to Section 4.1; (h) the Standby Purchasers shall have received a legal opinion dated as of the Closing Date from Canadian counsel to Catalyst in the form attached as Exhibit B to this Agreement (who may rely on the opinion of counsel acceptable to them as to matters governed by the laws of jurisdictions other than the Provinces of British Columbia, Alberta, Ontario and Quebec or the laws of Canada applicable therein, and who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers of Catalyst); (i) the Standby Purchasers shall have received a legal opinion dated as of the Closing Date from U.S. counsel to Catalyst in the form attached as Exhibit C to this Agreement (who may rely on the opinion of counsel acceptable to them as to matters governed by the laws of jurisdictions other than the laws of the United States, and who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers of Catalyst); (j) the Standby Purchasers shall have received opinions addressed to the Standby Purchasers, Catalyst, each of the Standby Purchasers’ counsel and Catalyst’s counsel, in form and substance satisfactory to the Standby Purchasers, acting reasonably, dated in the case of each of the Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment, as of the respective date of filing thereof (or such other date as mutually agreed to by Catalyst and the Standby Purchasers), to the effect that the French language version of the Preliminary Prospectus, the Final Prospectus or any Prospectus Amendment, as the case may be, including, unless an applicable translation exemption is obtained, all documents incorporated by reference, including all financial information, is in all material respects a complete and accurate translation of the English language version thereof; (k) an opinion of Quebec counsel, dated the Closing Date and acceptable in form and substance to each of the Standby Purchasers’ counsel, acting reasonably, as to compliance of the Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment, if applicable, with the laws of the Province of Quebec relating to the use of the French language; (l) the Standby Purchasers shall have received at Closing a certificate or certificates dated the Closing Date and signed on behalf of Catalyst by the Chief Executive Officer and the Chief Financial Officer of Catalyst or such other officers of Catalyst acceptable to the Standby Purchasers, acting reasonably, addressed to the Standby Purchasers certifying for and on behalf of Catalyst (and without personal liability) after having made due enquiry and after having carefully examined the Prospectus, including all documents incorporated by reference that: (i) since the respective dates as of which information is given in the Final Prospectus as amended by any Prospectus Amendment (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Catalyst and its subsidiaries on a consolidated basis, and (B) no transaction has been entered into by any of Catalyst or its subsidiaries which is material to Catalyst and its subsidiaries on a consolidated basis, other than as disclosed in the Final Prospectus or any Prospectus Amendment, as the case may be, (ii) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Common Shares or any other securities of Catalyst has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any of the Canadian Securities Laws or by any regulatory authority, (iii) Catalyst has duly complied with the terms, conditions and covenants of this Agreement on its part to be complied with up until Closing, and (iv) the representations and warranties of Catalyst contained in this Agreement are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Date after giving effect to the transactions contemplated by this Agreement. (m) the Standby Purchasers shall have received (i) a long-form “comfort letter” from the external auditors to Catalyst dated as of the date of the Final Prospectus (with the requisite procedures to be completed by the auditors within two Business Days of the date of the Final Prospectus) addressed to the Standby Purchasers, in customary form and satisfactory in substance to the Standby Purchasers, acting reasonably, with respect to, inter alia, the financial and accounting data (both audited and unaudited) contained in or incorporated by reference in the Prospectus; and (ii) a bringdown letter in respect of the comfort letter dated as of the Closing Date (with a “cut-off date” no earlier than two Business Days before the Closing Date); (n) the terms of the Rights Offering shall not have been changed from those set out herein; (o) Catalyst shall have entered into a subscription receipt agreement providing for the creation and issue of subscription receipts of Catalyst containing customary terms and conditions for subscription receipts of this nature, such terms and conditions being satisfactory to the Standby Purchasers acting reasonably, including, for greater certainty, a condition to the conversion of such subscription receipts that Catalyst has not agreed to any amendment of the Snowflake Purchase Agreement or waiver (explicitly or by implication) of any term, condition, right or benefit under the Snowflake Purchase Agreement, in any such case where the absence of such term, condition, right or benefit, or its failure to be satisfied, would have a material adverse effect on the value of the Snowflake Acquisition to Catalyst (except for amendments or waivers made with the prior consent of the Standby Purchasers, such prior consent not to be unreasonably withheld), a covenant of Catalyst that it shall allow the Standby Purchasers and their advisors to conduct all due diligence investigations which the Standby Purchasers reasonably require (including due diligence investigations in connection with the Snowflake Acquisition) for the period prior to the conversion of the Subscription Receipts and a right to terminate in favour of the Standby Purchasers if any condition contained in the Snowflake Purchase Agreement, the fulfillment or satisfaction of which is outside the control of Catalyst, including without limitation, the conditions set out in sections 7.1.2, 7.1.3 and 7.2.6 thereof, has not been and has become incapable of being satisfied prior to the closing date specified therein; and (p) Catalyst shall not have waived or agreed to waive (explicitly or by implication) any term, condition, right or benefit under the Snowflake Purchase Agreement, where the absence of such term, condition, right or benefit, or its failure to be satisfied, would have a material adverse effect on the value of the Snowflake Acquisition to Catalyst (except for waivers made with the prior consent of the Standby Purchasers, such prior consent not to be unreasonably withheld). 7.3 Catalyst agrees it will use its reasonable commercial efforts to cause the conditions set out in Section 7.2 to be fulfilled or complied with on or before the Closing Date.

Closing and Conditions. 7.1 6.1 The closing of the purchase by TAVIX the Standby Purchasers and sale by Carmanah of the Securities shall Standby Rights Shares to be purchased by the Standby Purchasers hereunder will be completed at the Vancouver offices of Xxxxxx Xxxxxx Xxxxxxx LLP at 10:00 a.m. (Eastern time) (the “Closing Time”) on the Closing Date or at such other time and/or on such other date and/or at such other place as Carmanah and the Standby Purchasers may agree upon in writing. For greater certainty, the purchase of Rights Shares by the Standby Purchasers pursuant to the Basic Subscription Privilege and the Additional Subscription Privilege, if any, will occur pursuant to and via the Agent, and not pursuant to the closing procedure hereunder. On such date, and upon payment being made by the Standby Purchasers in accordance with Section 2.4, definitive certificates representing the terms and conditions number of Shares that is equal to the number of Standby Rights Shares to be purchased by each Standby Purchaser hereunder, or other evidence of issuance of the Standby Rights OfferingShares to the Standby Purchasers, in a form satisfactory to the Standby Purchasers, acting reasonably, will be delivered to such Standby Purchaser by Carmanah, such certificate to be registered in the name of such Standby Purchaser or one or more designees of such Standby Purchaser, as applicable, and the Standby Fee provided for in Section 2.6 will be paid to the Standby Purchasers. 7.2 6.2 The obligation of TAVIX each Standby Purchaser to subscribe for Subscription Receipts hereunder complete the closing of the transactions set out in this Agreement is subject to the following conditions being satisfied in full at the time such subscription is required under Section 2.2full: (a) Catalyst shall have entered into the Snowflake Purchase Agreement in the form provided to TAVIX, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the consent of TAVIX, such consent not to be unreasonably withheld); (b) The Standby Purchasers shall have entered into the Standby Purchase Agreement in the form provided to TAVIX, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the consent of TAVIX, such consent not to be unreasonably withheld) and the Standby Purchasers shall remain contractually obligated and financially able to purchase and fully pay for any Subscription Receipts required to be purchased by the Standby Purchasers under the Standby Purchase Agreement; (c) there shall There will not be any claims, litigation, inquiries, investigations or proceedings, including (without limitation) appeals and applications for review, in progress, or to the knowledge of CatalystCarmanah, pending, commenced or threatened, including, without limitation before by any Person that have a reasonable likelihood of success in the judgment of the Standby Purchasers or by any Governmental Entity, in respect of the Rights Offering or transactions contemplated hereby, that would reasonably be expected, if determined are materially adverse to Catalyst, to have Carmanah on a material adverse effect on the power or ability of Catalyst to consummate the Rights Offering;consolidated basis. (db) Catalyst Carmanah will have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other governmental and regulatory bodies Governmental Entities required in connection with the Rights Offering and the purchase of Standby Subscription Receipts Rights Shares by the Standby Purchasers as contemplated by the Standby Purchase this Agreement;. (ec) the Rights being listed on the TSX; and (f) the The TSX having conditionally shall have approved the listing of the Rights Shares and Standby Subscription Receipts and the Common Shares underlying the Standby Subscription ReceiptsRights Shares, subject to the filing of customary documents with the TSX. 7.3 Catalyst (d) The Rights Offering and other transactions contemplated hereby will have been conducted in accordance with applicable Laws, including Securities Laws. (e) The Form F-7 will have been filed as provided herein and will have become and remain effective, and no stop order suspending the effectiveness thereof, or any part thereof, will have been issued and no proceeding for that purpose will have been initiated or threatened by the SEC and no notice of objection of the SEC to the use of the Form F-7 or any amendment thereto will have been received. (f) The issuance of the Standby Purchaser Common Shares will be exempt from the registration or qualification requirements of or will have been qualified for sale under the 1933 Act and applicable state securities laws. (g) The terms of the Rights Offering will not have been changed without the written consent of the Standby Purchasers. (h) There will be no inquiry, investigation (whether formal or informal) or other proceeding commenced by a Governmental Entity pursuant to applicable Laws in relation to Carmanah or any of its subsidiaries or in relation to any of the directors and officers of Carmanah, any of which suspends or ceases trading (which suspension or cessation of trading is continuing) in the Rights or Shares or operates to prevent or restrict the lawful distribution of the Securities (which prevention or restriction is continuing). (i) There will be no order issued by a Governmental Entity pursuant to applicable Laws and no change of Law, either of which suspends or ceases trading in the Rights or Shares (which suspension or cessation of trading is continuing) or operates to prevent or restrict the lawful distribution of the Rights, Rights Shares or Standby Rights Shares (which prevention or restriction is continuing). (j) There will have been no merger, consolidation, or sale or encumbrance of all or substantially all of the assets, of Carmanah or its subsidiaries. (k) The Standby Purchasers will have received, with respect to such matters as are listed on Schedule B hereto, a legal opinion dated as of the Closing Date from counsel to Carmanah. (l) Each Standby Purchaser will have received at the Closing Time a certificate dated the Closing Date, addressed to such Standby Purchaser and signed by an executive officer of Carmanah, certifying for and on behalf of Carmanah that: (i) since the respective dates as of which information is given in the Final Prospectus as amended by any Prospectus Amendment there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Carmanah and its subsidiaries on a consolidated basis, other than as disclosed in the Final Prospectus or any Prospectus Amendment, as the case may be; (ii) no order, ruling or determination, having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of Carmanah having been issued by any Securities Commission that is continuing in effect and no inquiry, investigation (whether formal or informal) or other proceedings for that purpose having been instituted or are pending or, to the knowledge of such officers, having been contemplated or threatened under any of the Securities Laws or by any Securities Commission or other Governmental Entity; (iii) Carmanah has duly complied in all material respects with the terms, conditions and covenants of this Agreement on its part to be complied with up until the Closing Time; and (iv) the representations and warranties of Carmanah contained in this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as the Closing Date after giving effect to the transactions contemplated by this Agreement, except for such representations and warranties which are stated to be qualified as to materiality, in which case such representations and warranties will be true and correct as of the Closing Time; and all such matters will in fact be true and correct as at the Closing Time. 6.3 Carmanah agrees that the conditions contained in Section 6.2 will be complied with so far as the same relate to acts to be performed or to be caused to be performed by Carmanah and that it will use its commercially reasonable commercial efforts to cause such conditions to be complied with. 6.4 The obligation of Carmanah to complete the conditions closing of the transactions set out in this Agreement is subject to the following conditions being satisfied in full: (a) Each Standby Purchaser will have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other Governmental Entities required in connection with the purchase of the Standby Rights Shares as contemplated by this Agreement. (b) The TSX shall have approved the listing of the Rights Shares and Standby Rights Shares, subject to the filing of customary documents with the TSX. (c) The Rights Offering and other transactions contemplated hereby will have been conducted in accordance with applicable Laws, including Securities Laws. (d) The Form F-7 will have been filed as provided herein and will have become and remain effective, and no stop order suspending the effectiveness thereof, or any part thereof, will have been issued and no proceeding for that purpose will have been initiated or threatened by the SEC and no notice of objection of the SEC to the use of the Form F-7 or any amendment thereto will have been received. (e) The issuance of the Standby Purchaser Common Shares will be exempt from the registration or qualification requirements of or will have been qualified for sale under the 1933 Act and applicable state securities laws. (f) There will be no inquiry, investigation (whether formal or informal) or other proceeding commenced by a Governmental Entity pursuant to applicable Laws in relation to Carmanah or any of its subsidiaries or in relation to any of the directors and officers of Carmanah, any of which suspends or ceases trading (which suspension or cessation of trading is continuing) in the Rights or Shares or operates to prevent or restrict the lawful distribution of the Securities (which prevention or restriction is continuing). (g) There will be no order issued by a Governmental Entity pursuant to applicable Laws and no change of Law, either of which suspends or ceases trading in the Rights or Shares (which suspension or cessation of trading is continuing) or operates to prevent or restrict the lawful distribution of the Rights, Rights Shares or Standby Rights Shares (which prevention or restriction is continuing). 6.5 Each Standby Purchaser agrees that the conditions contained in Section 7.2 6.4 will be complied with so far as the same relate to acts to be fulfilled performed or to be caused to be performed by the Standby Purchaser and that it will use its commercially reasonable efforts to cause such conditions to be complied with on or before the Closing Datewith.

Closing and Conditions. 7.1 6.1 The closing of the purchase by TAVIX the Standby Purchasers and sale by Maudore of the Securities Standby Purchaser Shares to be purchased by the Standby Purchasers hereunder shall be completed at the offices of Blake, Xxxxxxx & Xxxxxxx LLP, 600 de Xxxxxxxxxxx Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxx, XX X0X 0X0, Xxxxxx at 8:30 a.m. (Montreal time) on the Closing Date or at such other time and/or on such other date and/or at such other place as Maudore and the Standby Purchasers may agree upon in writing. On such date, and upon payment being made by the Standby Purchasers in accordance with Section 2.4, definitive certificates representing the terms and conditions number of Common Shares that is equal to the number of Standby Purchaser Shares to be purchased by each of the Rights OfferingStandby Purchasers hereunder shall be delivered to each of the Standby Purchasers by Maudore and such certificates shall be registered in the name of each of the Standby Purchasers or one or more designees of each of the Standby Purchasers, as applicable. 7.2 6.2 The obligation of TAVIX the Standby Purchasers to subscribe for Subscription Receipts hereunder complete the closing of the transactions set out in this Agreement is subject to the following conditions being satisfied in full at the time such subscription is required under Section 2.2full: (a) Catalyst shall have entered into the Snowflake Purchase Agreement in the form provided to TAVIX, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the consent of TAVIX, such consent not to be unreasonably withheld); (b) The Standby Purchasers shall have entered into the Standby Purchase Agreement in the form provided to TAVIX, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the consent of TAVIX, such consent not to be unreasonably withheld) and the Standby Purchasers shall remain contractually obligated and financially able to purchase and fully pay for any Subscription Receipts required to be purchased by the Standby Purchasers under the Standby Purchase Agreement; (c) there shall not be any claims, litigation, investigations or proceedings, including appeals and applications for review, in progress, or to the knowledge of CatalystMaudore, pending, commenced or threatened, including, without limitation before threatened in respect of the Rights Offering by any Governmental Entity, Person that would reasonably be expected, if determined adverse to Catalyst, to have a reasonable likelihood of success in the judgment of the Standby Purchaser and that are material adverse effect on the power or ability of Catalyst to consummate the Rights OfferingMaudore; (db) Catalyst will Maudore shall have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other governmental and regulatory bodies required in connection with the Rights Offering and the purchase of Standby Subscription Receipts Purchaser Shares by the Standby Purchasers as contemplated by the Standby Purchase this Agreement; (ec) the Rights being listed on the TSX; and (f) the TSX having conditionally TSXV shall have approved the listing of the Rights, the Standby Subscription Receipts Shares and the Common Shares underlying issuable upon the Standby Subscription Receiptsexercise of the Rights, subject to the filing of customary documents with the TSXTSXV; (d) since the respective dates as of which information is given in the Final Prospectus, as amended by any Prospectus Amendment, there shall not have been any material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Maudore other than as disclosed in the Final Prospectus or any Prospectus Amendment, as the case may be; (e) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Common Shares or any other securities of Maudore shall have been issued by any Securities Commission that is continuing in effect and no proceedings for that purpose shall have been instituted or be pending or, to the knowledge of Maudore, been contemplated or threatened under any of the Securities Laws or by any Securities Commission; (f) Maudore shall have duly complied in all material respects with the terms, conditions and covenants of this Agreement on its part to be complied with up until the Closing Date; and (g) the representations and warranties of Maudore contained in this Agreement shall be true and correct in all material respects as of the Closing Date, except to the extent that any failure to be true and correct in all material respects does not result in a Material Adverse Change. 7.3 Catalyst 6.3 Maudore agrees it that the conditions contained in Section 6.2 will be complied with so far as the same relates to acts to be performed or to be caused to be performed by Maudore and that Maudore will use its commercially reasonable commercial efforts to cause such conditions to be complied with. 6.4 Provided that Maudore has used its commercially reasonable efforts to comply with (or cause to be complied with) such conditions, the conditions obligation of Maudore to complete the closing of the transactions set out in Section 7.2 this Agreement is subject to the following conditions being satisfied in full: (a) Maudore shall have obtained all necessary approvals, orders, rulings and consents of all relevant securities regulatory authorities and other governmental and regulatory bodies required in connection with the Rights Offering and the purchase of Standby Purchaser Shares by the Standby Purchasers as contemplated by this Agreement; (b) the TSXV shall have approved the listing of the Rights, the Standby Shares and the Common Shares issuable upon the exercise of the Rights, subject to the filing of customary documents with the TSXV; (c) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Common Shares or any other securities of Maudore shall have been issued by any Securities Commission that is continuing in effect and no proceedings for that purpose shall have been instituted or be pending or, to the knowledge of Maudore, been contemplated or threatened under any of the Securities Laws or by any Securities Commission; (d) the Standby Purchasers shall have duly complied in all material respects with the terms, conditions and covenants of this Agreement on their part to be fulfilled or complied with on or before up until the Closing Date; and (e) the representations and warranties of the Standby Purchasers contained in this Agreement shall be true and correct in all material respects as of the Closing Date, except to the extent that any failure to be true and correct in all material respects does not result in a Material Adverse Change.

Closing and Conditions. 7.1 6.1 The closing of the purchase by TAVIX the Standby Purchasers and sale by RBC of the Securities shall Standby Units to be purchased by the Standby Purchasers hereunder will be completed at the Vancouver offices of Bxxxxx Xxxxxx Gervais LLP at 10:00 a.m. (Eastern time) (the “Closing Time”) on the Closing Date or at such other time and/or on such other date and/or at such other place as RBC and the Standby Purchasers may agree upon in writing. On such date, and upon payment being made by the Standby Purchasers in accordance with Section 2.5 and Section 2.9, definitive certificates representing the terms number of Shares and conditions Warrants that is equal to the number of Standby Units to be purchased by each Standby Purchaser hereunder, or other evidence of issuance of the Rights OfferingStandby Units to the Standby Purchasers, in a form satisfactory to the Standby Purchasers, acting reasonably, will be delivered to such Standby Purchaser by RBC, such certificate to be registered in the name of such Standby Purchaser or one or more designees of such Standby Purchaser, as applicable. 7.2 6.2 The obligation of TAVIX each Standby Purchaser to subscribe for Subscription Receipts hereunder complete the closing of the transactions set out in this Agreement is subject to the following conditions being satisfied in full at the time such subscription is required under Section 2.2full: (a) Catalyst shall have entered into the Snowflake Purchase Agreement in the form provided to TAVIX, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the consent of TAVIX, such consent not to be unreasonably withheld); (b) The Standby Purchasers shall have entered into the Standby Purchase Agreement in the form provided to TAVIX, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the consent of TAVIX, such consent not to be unreasonably withheld) and the Standby Purchasers shall remain contractually obligated and financially able to purchase and fully pay for any Subscription Receipts required to be purchased by the Standby Purchasers under the Standby Purchase Agreement; (c) there shall There will not be any claims, litigation, investigations or proceedings, including (without limitation) appeals and applications for review, in progress, or to the knowledge of CatalystRBC, pending, commenced or threatened, including, without limitation before by any Person that have a reasonable likelihood of success in the judgment of the Standby Purchasers or by any Governmental Entity, in respect of the Rights Offering that would reasonably be expected, if determined are materially adverse to Catalyst, to have RBC on a material adverse effect on the power or ability of Catalyst to consummate the Rights Offering;consolidated basis. (db) Catalyst RBC will have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other governmental and regulatory bodies Governmental Entities required in connection with the Rights Offering and the purchase of Standby Subscription Receipts Units by the Standby Purchasers as contemplated by the Standby Purchase this Agreement;. (ec) the Rights being listed on the TSX; and (f) the The TSX having conditionally shall have approved the listing of the Standby Subscription Receipts Rights and the Common Shares underlying issuable upon exercise of the Standby Subscription ReceiptsRights and Underlying Shares issuable upon exercise of the Warrants, subject to the filing of customary documents with the TSX. 7.3 Catalyst (d) The Rights Offering will have been conducted in accordance with applicable Laws, including Securities Laws. (e) The issuance of Standby Units, and the Shares and Warrants underlying the Rights will be exempt from the registration or qualification requirements of or will have been qualified for sale in the United States and the Blue Sky States. (f) The terms of the Rights Offering will not have been changed without the written consent of the Standby Purchasers. (g) Such Standby Purchaser will have received, with respect to such matters as are listed on Schedule A, a legal opinion dated as of the Closing Date from counsel to RBC. (h) Each Standby Purchaser and any Substituted Standby Purchaser will have received at the Closing Time a certificate dated the Closing Date, addressed to such Standby Purchaser and any Substituted Purchaser and signed by an executive officer of RBC, certifying for and on behalf of RBC that: (i) since the respective dates as of which information is given in the Final Prospectus as amended by any Prospectus Amendment there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of RBC and its subsidiaries on a consolidated basis, other than as disclosed in the Final Prospectus or any Prospectus Amendment, as the case may be; (ii) no order, ruling or determination, having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of RBC having been issued by any Securities Commission that is continuing in effect and no inquiry, investigation (whether formal or informal) or other proceedings for that purpose having been instituted or are pending or, to the knowledge of such officers, having been contemplated or threatened under any of the Securities Laws or by any Securities Commission or other Governmental Entity; (iii) RBC has duly complied in all material respects with the terms, conditions and covenants of this Agreement on its part to be complied with up until the Closing Time; and (iv) the representations and warranties of RBC contained in this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as the Closing Date after giving effect to the transactions contemplated by this Agreement, except for such representations and warranties which are stated to be qualified as to materiality, in which case such representations and warranties will be true and correct as of the Closing Time; and all such matters will in fact be true and correct as at the Closing Time. 6.3 RBC agrees that the conditions contained in Section 6.2 will be complied with so far as the same relate to acts to be performed or to be caused to be performed by RBC and that it will use its commercially reasonable commercial efforts to cause such conditions to be complied with. 6.4 The obligation of RBC to complete the conditions closing of the transactions set out in this Agreement is subject to the following conditions being satisfied in full: (a) each Standby Purchaser will have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other Governmental Entities required in connection with the purchase of the Standby Units as contemplated by this Agreement; (b) the TSX shall have approved the listing of the Rights and the Shares issuable upon exercise of the Rights and Underlying Shares issuable upon exercise of the Warrants, subject to the filing of customary documents with the TSX. (c) the Rights Offering will have been conducted in accordance with applicable Laws, including Securities Laws. (d) the issuance of Standby Units, and the Shares and Warrants underlying the Rights will be exempt from the registration or qualification requirements of or will have been qualified for sale in the United States and the Blue Sky States. (e) there will be no inquiry, investigation (whether formal or informal) or other proceeding commenced by a Governmental Entity pursuant to applicable Laws in relation to RBC or any of its subsidiaries or in relation to any of the directors and officers of RBC, any of which suspends or ceases trading (which suspension or cessation of trading is continuing) in the Rights or Shares or operates to prevent or restrict the lawful distribution of the Securities (which prevention or restriction is continuing); and (f) there will be no order issued by a Governmental Entity pursuant to applicable Laws and no change of Law, either of which suspends or ceases trading in the Rights or Shares (which suspension or cessation of trading is continuing) or operates to prevent or restrict the lawful distribution of the Rights or Shares issuable upon the exercise of the Rights or Shares issuable upon exercise of the Rights (which prevention or restriction is continuing). 6.5 Each Standby Purchaser agrees that the conditions contained in Section 7.2 6.4 will be complied with so far as the same relate to acts to be fulfilled performed or to be caused to be performed by the Standby Purchaser and that it will use its commercially reasonable efforts to cause such conditions to be complied with on or before the Closing Datewith.

Closing and Conditions. 7.1 8.1 The closing of the purchase by TAVIX the Standby Purchasers and sale by the Corporation of the Securities shall Standby Shares to be purchased by the Standby Purchasers hereunder will be completed at the office of Dentons Canada LLP at 10:00 a.m. (Toronto time) (the “Closing Time”) on the Closing Date or at such other time and/or on such other date and/or at such other place as the Corporation and the Standby Purchasers may agree upon in writing. On such date, and upon payment being made by the Standby Purchasers for the Standby Shares in accordance with Section 3.2, the terms and conditions Corporation will issue the Standby Shares to the Standby Purchasers or one or more designees of the Rights OfferingStandby Purchasers, as applicable. 7.2 8.2 The obligation of TAVIX the Standby Purchasers to subscribe for Subscription Receipts hereunder complete the transactions set out in this Agreement is subject to the following conditions being satisfied in full at the time such subscription is required under Section 2.2full: (a) Catalyst shall have entered into the Snowflake Purchase Agreement in the form provided to TAVIX, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the consent of TAVIX, such consent not to be unreasonably withheld); (b) The Standby Purchasers shall have entered into the Standby Purchase Agreement in the form provided to TAVIX, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the consent of TAVIX, such consent not to be unreasonably withheld) and the Standby Purchasers shall remain contractually obligated and financially able to purchase and fully pay for any Subscription Receipts required to be purchased by the Standby Purchasers under the Standby Purchase Agreement; (c) there shall will not be any claims, litigation, investigations or proceedings, including appeals and applications for review, proceedings in progress, or to the knowledge of Catalystthe Corporation, pending, commenced or threatenedthreatened in respect of the Rights Offering that, includingshould they succeed, without limitation before any Governmental Entity, that would reasonably be expected, if determined adverse to Catalyst, to result in a Material Adverse Change; (b) the Corporation will have a material adverse effect on made all necessary filings with the power or ability of Catalyst to consummate Regulatory Authorities in connection with the Rights Offering; (c) the Exchange will have conditionally accepted the issuance of the Rights, the Rights Shares and the Standby Shares, subject to receipt of customary final documentation; (d) Catalyst the representations and warranties of the Corporation will have be true and accurate as of the Closing Time as if made and/or obtained all necessary filings, approvals, orders, rulings on and consents as of all relevant securities regulatory authorities and other governmental and regulatory bodies required in connection with the Rights Offering and the purchase of Standby Subscription Receipts by the Standby Purchasers as contemplated by the Standby Purchase Agreementsuch time; (e) the terms of the Rights being listed on the TSXOffering will not have been changed; and (f) the TSX having conditionally approved the listing completion of the Standby Subscription Receipts and the Common Shares underlying the Standby Subscription Receipts, subject to the filing of customary documents Rights Offering in accordance with the TSXRights Offering Circular. 7.3 Catalyst 8.3 The Corporation agrees that the conditions contained in Section 8.2 will be complied with so far as such conditions relate to acts to be performed or to be caused to be performed by the Corporation and that it will use its commercially reasonable commercial efforts to cause such conditions to be complied with. 8.4 Provided that the conditions Corporation has used commercially reasonable efforts to comply with (or cause to be complied with) such conditions, the Corporation’s obligation to complete the transactions set out in Section 7.2 this Agreement is subject to the following conditions being satisfied in full: (a) there will be fulfilled no inquiry, investigation (whether formal or complied with on informal) or before other proceeding commenced in relation to the Closing DateCorporation or any of its subsidiaries or in relation to any of the Corporation’s directors and officers, any of which suspends or ceases trading in the Rights or Rights Shares or operates to prevent or restrict the lawful distribution of the Rights or Rights Shares; and (b) there will be no order issued by a Governmental Entity and no change of Law, either of which suspends or ceases trading in the Rights or Rights Shares or operates to prevent or restrict the lawful distribution of the Rights or Rights Shares.

Closing and Conditions. 7.1 (a) The closing of the issuance by the Company and the purchase by TAVIX the Backstopper of the Securities Backstopped Shares hereunder shall be completed at the offices of Stikeman Elliott LLP in Toronto, Ontario at 8:00 a.m. (Toronto time) on the Closing Date or at such other time and/or on such other date and/or at such other place as the Company and the Backstopper may agree upon in writing (the “Closing Time”). (b) Subject to and in accordance with the terms and conditions of this Agreement, on the Rights OfferingClosing Date, the Backstopper shall pay, in immediately available funds by wire transfer to an account designated by the Company or by certified cheque payable to the Company, an amount equal to the aggregate Issue Price that is payable for the Backstopped Shares and the Company shall deliver to the Backstopper Common Shares representing (i) the Backstopped Shares paid for in accordance with the foregoing, and (ii) the Common Shares to which the Backstopper is entitled pursuant to Section 3(i), all in accordance with the instructions provided by the Backstopper. 7.2 (c) The obligation respective obligations of TAVIX each of the Company and the Backstopper to subscribe for Subscription Receipts hereunder is complete transactions contemplated hereby are subject to the following conditions being satisfied in full at on or before the time such subscription is required under Section 2.2:Closing Date (other than any conditions that, by their terms, cannot be satisfied until the Closing Date): (ai) Catalyst the Recapitalization shall have entered into the Snowflake Purchase Agreement been completed in the form provided to TAVIX, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made accordance with the consent of TAVIX, such consent not to be unreasonably withheld)its terms; (b) The Standby Purchasers shall have entered into the Standby Purchase Agreement in the form provided to TAVIX, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the consent of TAVIX, such consent not to be unreasonably withheld) and the Standby Purchasers shall remain contractually obligated and financially able to purchase and fully pay for any Subscription Receipts required to be purchased by the Standby Purchasers under the Standby Purchase Agreement; (cii) there shall not be any claims, litigation, investigations or proceedings, including appeals and applications for review, in progress, or to the knowledge of Catalystthe Company or the Backstopper, pending, commenced pending or threatened, including, without limitation by or before any Governmental Entity, that would in relation to the Rights Offering or the Securities, any of which is reasonably likely to be expectedsuccessful against the Company and which suspends or ceases trading in the Rights or the Common Shares or operates to prevent or restrict the lawful distribution of the Securities (which suspension, if determined adverse cessation, prevention or restriction, as the case may be, is continuing); (iii) there shall not be any order issued by a Governmental Entity pursuant to CatalystLaws, nor shall there be any change of Law, in either case which suspends or ceases trading in the Rights or the Common Shares or operates to have a material adverse effect prevent or restrict the lawful distribution of the Securities (which suspension, cessation, prevention or restriction, as the case may be, is continuing); and (iv) the listing and posting on the power or ability TSX of Catalyst to consummate the Common Shares issuable upon exercise of the Rights Offering;or otherwise issuable in payment of the amounts described in Section 3(i) shall have been approved by the TSX, subject to receipt of final documentation. (d) Catalyst The obligation of the Backstopper to complete the purchase of the Backstopped Shares is subject to the following conditions being satisfied in full on or before the Closing Date, which conditions are for the exclusive benefit of the Backstopper, any of which may be waived, in whole or in part, by the Backstopper: (i) all actions required to be taken by or on behalf of the Company, including the passing of all requisite resolutions of the directors of the Company and all requisite filings with any Governmental Entity will have occurred on or prior to the Closing Date, so as to validly authorize the Rights Offering (including the execution and filing of the Registration Statement) and to create and issue the Securities, in each case having the attributes contemplated in the Information Circular and the Registration Statement, and the Company will have taken all requisite actions, including the passing of all requisite resolutions of the directors of the Company, and have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other governmental and regulatory bodies Governmental Entities required in connection with the Rights Offering and the other transactions contemplated herein, including the purchase of Standby Subscription Receipts Backstopped Shares by the Standby Purchasers Backstopper; (ii) the Backstopper shall have received legal opinions dated as of the Closing Date satisfactory to the Backstopper, acting reasonably, collectively confirming that: (A) the Common Shares issuable upon exercise of the Rights or otherwise issuable in payment of the amounts described in Section 3(i) shall be duly authorized, validly issued and fully paid and non-assessable; (B) the issuance of the Rights and the issuance of the Common Shares issuable upon exercise of the Rights or otherwise issuable in payment of the amounts described in Section 3(i) shall comply with Canadian Securities Laws; and (C) the issuance of the Rights and the Common Shares issuable upon exercise of the Rights (except those issuable in payment of the amounts described in Section 3(i)) shall be freely tradable in Canada (provided that the trade is not a “control distribution” as defined in Canadian Securities Laws, no unusual effort is made to prepare the market or to create a demand for the security that is the subject of the trade, no extraordinary commission or consideration is paid to a person or company in respect of the trade, and if the selling security holder is an insider or officer of the Company, the selling security holder has no reasonable grounds to believe that the Company is in default of Canadian Securities Laws); (iii) all terms and conditions of the Rights Offering included in the Information Circular and the Registration Statement and any other related document prepared by the Company for distribution or circulation shall have been acceptable to the Backstopper and shall not have been changed in any material respect unless otherwise agreed to in writing by the Company and the Backstopper; (iv) the Backstopper will have received at Closing a certificate dated the Closing Date and signed by an officer of the Company certifying that: (A) no order, ruling or determination, having been issued by any Governmental Entity, or change of Law, in any such case, having the effect of preventing, restricting or suspending the sale or distribution of the Rights, or suspending or ceasing the trading of the Common Shares or any other securities of the Company (including, without limitation, the Rights) that is continuing in effect and no inquiry, investigation (whether formal or informal) or other proceedings for that purpose having been instituted or are pending or, to the knowledge of such officers, having been contemplated or threatened under any of the Applicable Securities Laws or by any Governmental Entity; (B) the Company has duly complied in all material respects with the terms, conditions and covenants of this Agreement on its part to be complied with up until Closing; and (C) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Date, in each case after giving effect to the transactions contemplated by this Agreement, except for such representations and warranties which are stated to be qualified as to materiality, in which case such representations and warranties will be true and correct as of the Standby Purchase Closing Time, and all such matters will in fact be true and correct as at the Closing Time; provided that such certificate or certificates may be revised to reflect that any representation or warranty which for any reason was not true and correct as at the Plan Effective Time, and identified as such by the Company at the Plan Effective Time (along with the reason such representation or warranty was not true and correct at such time) in the certificate to be delivered to the Backstopper pursuant to Section 13(a) of the Recapitalization Agreement;, can continue at Closing to not be true and correct for that reason; and (v) no Material Adverse Change shall have occurred after the date hereof and prior to the Closing Time. (e) The obligations of the Company to complete the issuance of the Rights and the Common Shares issuable upon the exercise of the Rights or otherwise issuable in payment of the amounts described in Section 3(i) is subject to the following condition being listed satisfied in full on or before the TSXClosing Date, which condition is for the exclusive benefit of the Company, which may be waived, in whole or in part, by the Company: (i) the Company will have received at Closing a certificate dated the Closing Date and signed by an officer of the Backstopper certifying that: (A) the Backstopper has duly complied in all material respects with the terms, conditions and covenants of this Agreement on its part to be complied with up until Closing; and (B) the representations and warranties of the Backstopper contained in this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Date, in each case after giving effect to the transactions contemplated by this Agreement, except for such representations and warranties which are stated to be qualified as to materiality, in which case such representations and warranties will be true and correct as of the Closing Time. (f) the TSX having conditionally approved the listing Each of the Standby Subscription Receipts Company and the Common Shares underlying the Standby Subscription Receipts, subject to the filing of customary documents with the TSX. 7.3 Catalyst Backstopper agrees that it will use its commercially reasonable commercial efforts to cause the conditions set out forth in this Section 7.2 6 to be fulfilled or complied with satisfied on or before the Closing DateDate to the extent that such conditions relate to acts to be performed or caused to be performed by such party.

Closing and Conditions. 7.1 6.1 The closing of the purchase by TAVIX the Standby Purchasers and sale by Ceres of the Securities Standby Purchaser Shares to be purchased by the Standby Purchasers hereunder shall be completed at the offices of Blake, Xxxxxxx & Xxxxxxx LLP, 000 Xxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX X0X 0X0, Xxxxxx at 9:00 a.m. (Toronto time) on the Closing Date or at such other time and/or on such other date and/or at such other place as Ceres and the Standby Purchasers may agree upon in writing. On such date, and upon payment being made by the Standby Purchasers in accordance with Section 2.6, definitive certificates representing (a) the terms and conditions number of Common Shares that is equal to the number of Standby Purchaser Shares to be purchased by each of the Rights OfferingStandby Purchasers hereunder, and (b) the number of Standby Warrants to be issued to each of the Standby Purchasers hereunder, shall be delivered to each of the Standby Purchasers by Ceres and such certificates shall be registered in the name of each of the Standby Purchasers or one or more designees of each of the Standby Purchasers, as applicable. 7.2 6.2 The obligation of TAVIX the Standby Purchasers to subscribe for Subscription Receipts hereunder complete the closing of the transactions set out in this Agreement is subject to the following conditions being satisfied in full at the time such subscription is required under Section 2.2full: (a) Catalyst shall have entered into the Snowflake Purchase Agreement in the form provided to TAVIX, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the consent of TAVIX, such consent not to be unreasonably withheld); (b) The Standby Purchasers shall have entered into the Standby Purchase Agreement in the form provided to TAVIX, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the consent of TAVIX, such consent not to be unreasonably withheld) and the Standby Purchasers shall remain contractually obligated and financially able to purchase and fully pay for any Subscription Receipts required to be purchased by the Standby Purchasers under the Standby Purchase Agreement; (c) there shall not be any claims, litigation, investigations or proceedings, including appeals and applications for review, in progress, or to the knowledge of CatalystCeres, pending, commenced or threatened, including, without limitation before threatened in respect of the Rights Offering or this Agreement by any Governmental Entity, Person that would reasonably be expected, if determined adverse to Catalyst, to have a reasonable likelihood of success in the judgment of any of the Standby Purchasers and that are material adverse effect on the power or ability of Catalyst to consummate the Rights OfferingCeres; (db) Catalyst will Ceres shall have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other governmental and regulatory bodies required in connection with the Rights Offering and Offering, the purchase of Standby Subscription Receipts Purchaser Shares by the Standby Purchasers and the issue of Standby Warrants to the Standby Purchasers as contemplated by the Standby Purchase this Agreement; (e) the Rights being listed on the TSX; and (fc) the TSX having conditionally shall have approved the listing of the Rights, the Standby Subscription Receipts Shares, the Common Shares issuable upon the exercise of the Rights and the Common Shares underlying issuable upon the exercise of the Standby Subscription ReceiptsWarrants, subject to the filing of customary documents with the TSX; (d) the TSX shall have conditionally approved the issuance of the Standby Warrants, subject to the filing of customary documents with the TSX and the approvals contemplated by Section 2.4; (e) the Standby Purchasers shall have received a certificate or certificates dated the Closing Date and signed on behalf of Ceres by a senior officer of Ceres addressed to the Standby Purchasers certifying for and on behalf of Ceres after having made due enquiry and after having carefully examined the Final Prospectus, as amended by any Prospectus Amendment, including all documents incorporated by reference, that: (i) since the respective dates as of which information is given in the Final Prospectus, as amended by any Prospectus Amendment, there has not have been any material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Ceres other than as disclosed in the Final Prospectus or any Prospectus Amendment, as the case may be; (ii) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Common Shares or any other securities of Ceres has been issued by any Securities Commission that is continuing in effect and no proceedings for that purpose have been instituted or be pending or, to the knowledge of Ceres, been contemplated or threatened under any of the Securities Laws or by any Securities Commission; (iii) Ceres has duly complied in all material respects with the terms, conditions and covenants of this Agreement on its part to be complied with up until the Closing Date; and (iv) (A) the representations and warranties of Ceres contained in this Agreement which are qualified by materiality shall be true and correct in all respects as at the Closing Date with the same force and effect as if made at and as of the Closing Date after giving effect to the transactions contemplated by this Agreement (except to the extent that any such representations and warranties expressly speak of an earlier date, in which case, such representations and warrants shall be true and correct in all respects as of such earlier date), and (B) all other representations and warranties of Ceres contained in this Agreement are true and correct in all material respects as of the Closing Date with the same force and effect as if made at and as of the Closing Date after giving effect to the transactions contemplated by this Agreement (except to the extent that any such representations and warranties expressly speak of an earlier date, in which case, such representations and warrants shall be true and correct in all respects as of such earlier date); (f) the Registration Statement on Form F-7 shall have become effective and no stop order suspending the effectiveness thereof shall have been issued by the SEC; (g) the Standby Purchasers shall have received, with respect to such matters as are listed on Schedule E, a legal opinion dated as of the Closing Date from counsel to Ceres; (h) a Material Adverse Change shall not have occurred; (i) Ceres shall have entered into a registration rights agreement with VN Capital to qualify for distribution to the public in Canada any portion of the Common Shares acquired through the Offering held by VN Capital, subject to a minimum number of Common Shares and in a form satisfactory to Ceres and VN Capital, both acting reasonably; and (j) in the case of Highbridge and Whitebox, a minimum aggregate subscription of $45,000,000 in the Offering. 7.3 Catalyst 6.3 Provided that Ceres has used its best efforts to comply with (or cause to be complied with) such conditions, the obligation of Ceres to complete the closing of the transactions set out in this Agreement is subject to the following conditions being satisfied in full: (a) Ceres shall have obtained all necessary approvals, orders, rulings and consents of all relevant securities regulatory authorities and other governmental and regulatory bodies required in connection with the Rights Offering, the purchase of Standby Purchaser Shares by the Standby Purchasers and the issue of Standby Warrants to Standby Purchasers as contemplated by this Agreement; (b) the TSX shall have approved the listing of the Rights, the Standby Shares, the Common Shares issuable upon the exercise of the Rights and the Common Shares issuable upon the exercise of the Standby Warrants, subject to the filing of customary documents with the TSX; (c) the TSX shall have conditionally approved the issuance of the Standby Warrants, subject to the filing of customary documents with the TSX and the approvals contemplated by Section 2.4; (d) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Common Shares or any other securities of Ceres shall have been issued by any Securities Commission that is continuing in effect and no proceedings for that purpose shall have been instituted or be pending or, to the knowledge of Ceres, been contemplated or threatened under any of the Securities Laws or by any Securities Commission; (e) Ceres shall have received a certificate or certificates dated the Closing Date and signed on behalf of a senior officer of each of the Standby Purchasers addressed to Ceres certifying for and on behalf of each Standby Purchaser, respectively, after having made due enquiry, that: (i) such Standby Purchaser has duly complied in all material respects with the terms, conditions and covenants of this Agreement on their part to be complied with up until the Closing Date; and (ii) (A) the representations and warranties of such Standby Purchaser contained in this Agreement which are qualified by materiality shall be true and correct in all respects as at the Closing Date with the same force and effect as if made at and as of the Closing Date after giving effect to the transactions contemplated by this Agreement (except to the extent that any such representations and warranties expressly speak of an earlier date, in which case, such representations and warrants shall be true and correct in all respects as of such earlier date), and (B) all other representations and warranties of such Standby Purchaser contained in this Agreement are true and correct in all material respects as of the Closing Date with the same force and effect as if made at and as of the Closing Date after giving effect to the transactions contemplated by this Agreement (except to the extent that any such representations and warranties expressly speak of an earlier date, in which case, such representations and warrants shall be true and correct in all respects as of such earlier date). 6.4 Ceres agrees it that the conditions contained in Section 6.2 will be complied with so far as the same relates to acts to be performed or to be caused to be performed by Ceres and that Ceres will use its commercially reasonable commercial efforts to cause the such conditions set out in Section 7.2 to be fulfilled or complied with on or before the Closing Datewith.

Closing and Conditions. 7.1 The closing of the purchase by TAVIX the Standby Purchasers and sale by PERC of the Securities shall Subscription Receipts to be purchased by the Standby Purchasers hereunder will be completed at the Toronto offices of Torys LLP at 8:30 a.m. (Toronto time) (the “Closing Time”) on the Closing Date or at such other time and/or on such other date and/or at such other place as PERC and the Standby Purchasers may agree upon in writing. On such date, and upon payment being made by the Standby Purchasers in accordance with Section 2.5, definitive certificates representing the terms and conditions number of Subscription Receipts that is equal to the Rights Offering.number of Subscription Receipts to be purchased by the Standby Purchasers hereunder will be delivered to the Standby Purchasers by PERC, such certificates to be registered in the name of CDS & Co. 7.2 The obligation of TAVIX each Standby Purchaser to subscribe for Subscription Receipts hereunder complete the closing of the transactions set out in this Agreement is subject to the following conditions being satisfied in full at which conditions are for the time exclusive benefit of each such subscription is required under Section 2.2Standby Purchaser, any of which may be waived with respect to such Standby Purchaser, in whole or in part, by such Standby Purchaser on its own behalf, in its sole and absolute discretion: (a) Catalyst shall have entered into the Snowflake Purchase Agreement in the form provided to TAVIX, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the consent of TAVIX, such consent not to be unreasonably withheld); (b) The Standby Purchasers shall have entered into the Standby Purchase Agreement in the form provided to TAVIX, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the consent of TAVIX, such consent not to be unreasonably withheld) and the Standby Purchasers shall remain contractually obligated and financially able to purchase and fully pay for any Subscription Receipts required to be purchased by the Standby Purchasers under the Standby Purchase Agreement; (c) there shall There will not be any claims, litigation, investigations or proceedings, including (without limitation) appeals and applications for review, in progress, or to the knowledge of CatalystPERC, pending, commenced or threatened, including, without limitation before by any Person that have a reasonable likelihood of success in the judgment of such Standby Purchaser or by any Governmental Entity, that would reasonably be expected, if determined adverse to Catalyst, to have a material adverse effect on the power or ability in respect of Catalyst to consummate the Rights Offering;Offering that are material to PERC on a consolidated basis. (b) There will be no inquiry, investigation (whether formal or informal) or other proceeding commenced by a Governmental Entity pursuant to applicable Laws in relation to PERC or any of its subsidiaries or in relation to any of the directors and officers of PERC, any of which suspends or ceases trading (which suspension or cessation of trading is continuing) in the Rights, the Subscription Receipts or Common Shares or operates to prevent or restrict the lawful distribution of the Securities, the Standby Subscription Receipts or the Common Shares underlying the Standby Subscription Receipts (which prevention or restriction is continuing). (c) There will be no order issued by a Governmental Entity pursuant to applicable Laws and no change of Law, either of which suspends or ceases trading in the Rights, the Subscription Receipt or Common Shares (which suspension or cessation of trading is continuing) or operates to prevent or restrict the lawful distribution of the Rights, the Subscription Receipts issuable upon exercise of the Rights or Common Shares underlying the Subscription Receipts (which prevention or restriction is continuing). (d) Catalyst The Form F-7 will have made and/or obtained all necessary filingsbeen filed as provided herein and will have become and remain effective, approvalsand no stop order suspending the effectiveness thereof, ordersor of any part thereof, rulings will have been issued and consents of all relevant securities regulatory authorities and other governmental and regulatory bodies required in connection with the Rights Offering and the purchase of Standby Subscription Receipts no proceeding for that purpose will have been initiated or threatened by the Standby Purchasers as contemplated by SEC and no notice of objection of the Standby Purchase Agreement;SEC to the use of the Form F-7 or any amendment thereto will have been received. (e) The issuance of Standby Subscription Receipts, the Standby Purchaser Rights Offering Subscription Receipts and the Common Shares underlying the Subscription Receipts will be exempt from the registration or qualification requirements of or will have been qualified for sale in the Standby Purchaser Blue Sky States. (f) The Rights and the Common Shares being listed on the TSX; and. (fg) the The TSX having conditionally approved the listing of the Standby Subscription Receipts, the Subscription Receipts issuable upon the exercise of the Rights and the Common Shares underlying the Subscription Receipts and the Standby Subscription Receipts, subject to the filing of customary documents with the TSX. (h) The terms of the Rights Offering will not have been changed. (i) Such Standby Purchaser will have received, with respect to such matters as are listed on Schedule C, a legal opinion dated as of the Closing Date from counsel to PERC (who may rely on the opinion of counsel acceptable to them as to matters governed by the laws of jurisdictions other than the Province of Ontario, and who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers of PERC). (j) Such Standby Purchaser will have received at the Closing Time a certificate or certificates dated the Closing Date and signed on behalf of PERC by the Chief Executive Officer and the Chief Financial Officer of PERC or such other officers of PERC acceptable to such Standby Purchaser, acting reasonably, in form and content satisfactory to such Standby Purchaser, acting reasonably, addressed to such Standby Purchaser certifying for and on behalf of PERC after having made due enquiry, with respect to the following matters: (i) its constating documents; (ii) the resolutions of its board of directors relevant to the approval of the Prospectus and the signing and filing thereof, the allotment, issue and sale of the Securities, the Standby Subscription Receipts and the Common Shares underlying the Standby Subscription Receipts and the authorization of this Agreement and the transactions contemplated herein; and (iii) the incumbency and signatures of certain of its authorized signing officers. (k) PERC will have performed or complied with, in all material respects, each of its covenants contained in this Agreement and each of its representations and warranties will be true and correct in all material respects and such Standby Purchaser will have received at the Closing Time a certificate or certificates dated the Closing Date and signed on behalf of PERC by the Chief Executive Officer and the Chief Financial Officer of PERC or such other officers of PERC acceptable to such Standby Purchaser, acting reasonably, addressed to such Standby Purchaser certifying for and on behalf of PERC after having made due enquiry and after having carefully examined the Prospectus, including (without limitation) all documents incorporated by reference that: (i) since the respective dates as of which information is given in the Final Prospectus as amended by any Prospectus Amendment there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of PERC and its subsidiaries on a consolidated basis, other than as disclosed in the Final Prospectus or any Prospectus Amendment, as the case may be; (ii) no order, ruling or determination, having the effect of suspending the sale or ceasing the trading of the Common Shares or any other securities of PERC having been issued by any Securities Commission that is continuing in effect and no inquiry, investigation (whether formal or informal) or other proceedings for that purpose having been instituted or are pending or, to the knowledge of such officers, having been contemplated or threatened under any of the Securities Laws or by any Securities Commission or other Governmental Entity; (iii) PERC has duly complied in all material respects with the terms, conditions and covenants of this Agreement on its part to be complied with up until the Closing Time; and (iv) the representations and warranties of PERC contained in this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Date after giving effect to the transactions contemplated by this Agreement, except for such representations and warranties which are stated to be qualified as to materiality, in which case such representations and warranties will be true and correct as of the Closing Time, and all such matters will in fact be true and correct as at the Closing Time. 7.3 Catalyst PERC agrees that the conditions contained in Section 7.2 will be complied with so far as the same relates to acts to be performed or to be caused to be performed by PERC and that it will use its commercially reasonable commercial efforts to cause such conditions to be complied with. 7.4 Provided that PERC has used its best efforts to comply with (or cause to be complied with) such conditions, the conditions obligation of PERC to complete the closing of the transactions set out in Section 7.2 this Agreement is subject to the following conditions being satisfied in full which conditions are for the exclusive benefit of PERC, any of which may be waived, in whole or in part, by PERC, in its sole and absolute discretion: (a) There will be no inquiry, investigation (whether formal or informal) or other proceeding commenced by a Governmental Entity pursuant to applicable Laws in relation to PERC or any of its subsidiaries or in relation to any of the directors and officers of PERC, any of which suspends or ceases trading (which suspension or cessation of trading is continuing) in the Rights, the Subscription Receipts or Common Shares or operates to prevent or restrict the lawful distribution of the Securities, the Standby Subscription Receipts or the Common Shares underlying the Standby Subscription Receipts (which prevention or restriction is continuing). (b) There will be no order issued by a Governmental Entity pursuant to applicable Laws and no change of Law, either of which suspends or ceases trading in the Rights, the Subscription Receipts or Common Shares (which suspension or cessation of trading is continuing) or operates to prevent or restrict the lawful distribution of the Rights, the Subscription Receipts issuable upon the exercise of the Rights or the Common Shares underlying the Subscription Receipts (which prevention or restriction is continuing). (c) Each of the Standby Purchasers will have performed or complied with, in all material respects, each of its covenants contained in this Agreement and each of its representations and warranties will be true and correct and PERC will have received at the Closing Time a certificate or certificates dated the Closing Date and signed on behalf of each Standby Purchaser by such officers of the Standby Purchaser acceptable to PERC, acting reasonably, addressed to PERC certifying for and on behalf of the Standby Purchaser after having made due enquiry that: (i) the Standby Purchaser has duly complied in all material respects with the terms, conditions and covenants of this Agreement on its part to be fulfilled or complied with on or before up until the Closing DateTime; and (ii) the representations and warranties of the Standby Purchaser contained in this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Date after giving effect to the transactions contemplated by this Agreement, except for such representations and warranties which are stated to be qualified as to materiality, in which case such representations and warranties will be true and correct as of the Closing Time, and all such matters will in fact be true and correct as at the Closing Time. 7.5 Each of the Standby Purchasers agrees that the conditions contained in Section 7.4 will be complied with so far as the same relates to acts to be performed or to be caused to be performed by such Standby Purchaser and that it will use its commercially reasonable efforts to cause such conditions to be complied with.

Closing and Conditions. 7.1 The closing of the purchase by TAVIX the Standby Purchasers and sale by ATS of the Securities Standby Shares to be purchased by the Standby Purchasers hereunder shall be completed at the offices of Blake, Cxxxxxx & Gxxxxxx LLP, Suite 2000, Xxxxxxxx Xxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0 at 8:30 a.m. (Toronto time) on the Closing Date or at such other time and/or on such other date and/or at such other place as ATS and the Standby Purchasers may agree upon in writing. On such date, and upon payment being made by the Standby Purchasers in accordance with Section 2.5, definitive certificates representing the terms and conditions number of Common Shares that is equal to the number of Standby Shares to be purchased by each of the Rights OfferingStandby Purchasers hereunder shall be delivered to each of the Standby Purchasers by ATS and such certificates shall be registered in the name of each of the Standby Purchasers or one or more designees of each of the Standby Purchasers, as applicable. ATS shall contemporaneously pay the Standby Commitment fee pursuant to Section 2.6 to the Standby Purchasers. 7.2 The obligation of TAVIX the Standby Purchasers to subscribe for Subscription Receipts hereunder complete the closing of the transactions set out in this Agreement is subject to the following conditions being satisfied in full at the time such subscription is required under Section 2.2full: (a) Catalyst shall have entered into the Snowflake Purchase Agreement in the form provided to TAVIX, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the consent of TAVIX, such consent not to be unreasonably withheld); (b) The Standby Purchasers shall have entered into the Standby Purchase Agreement in the form provided to TAVIX, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the consent of TAVIX, such consent not to be unreasonably withheld) and the Standby Purchasers shall remain contractually obligated and financially able to purchase and fully pay for any Subscription Receipts required to be purchased by the Standby Purchasers under the Standby Purchase Agreement; (c) there There shall not be any claims, litigation, investigations or proceedings, including appeals and applications for review, in progress, or to the knowledge of CatalystATS, pending, commenced or threatened, including, without limitation before by any Person that have a reasonable likelihood of success in the judgment of the Standby Purchaser or by any Governmental Entity, that would reasonably be expected, if determined adverse to Catalyst, to have a material adverse effect on the power or ability in respect of Catalyst to consummate the Rights OfferingOffering that are material to ATS on a consolidated basis; (db) Catalyst ATS will have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other governmental and regulatory bodies required in connection with the Rights Offering and the purchase of Standby Subscription Receipts Shares by the Standby Purchasers as contemplated by the Standby Purchase this Agreement; (ec) The Rights and the Rights Common Shares being listed on the TSX; and; (fd) the The TSX having conditionally approved the listing of the Standby Subscription Receipts Shares and the Common Shares underlying issuable upon the Standby Subscription Receiptsexercise of the Rights, subject to the filing of customary documents with the TSX.; (e) The terms of the Rights Offering shall not have been changed; (f) The Standby Purchasers shall receive, with respect to such matters as are listed on Schedule B, a legal opinion dated as of the Closing Date from counsel to ATS (who may rely on the opinion of counsel acceptable to them as to matters governed by the laws of jurisdictions other than the Province of Alberta, British Columbia, Ontario and Quebec, and who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers of ATS); (g) The Standby Purchasers shall have received at Closing a certificate or certificates dated the Closing Date and signed on behalf of ATS by the Chief Executive Officer and the Chief Financial Officer of ATS or such other officers of ATS acceptable to the Standby Purchasers, acting reasonably, addressed to the Standby Purchasers certifying for and on behalf of ATS after having made due enquiry and after having carefully examined the Prospectus, including all documents incorporated by reference that: (i) since the respective dates as of which information is given in the Final Prospectus as amended by any Prospectus Amendment there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of ATS and its subsidiaries on a consolidated basis, other than as disclosed in the Final Prospectus or any Prospectus Amendment, as the case may be; (ii) No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Common Shares or any other securities of ATS having been issued by any Securities Commission that is continuing in effect and no proceedings for that purpose having been instituted or are pending or, to the knowledge of such officers, having been contemplated or threatened under any of the Securities Laws or by any Securities Commission; (iii) ATS has duly complied in all material respects with the terms, conditions and covenants of this Agreement on its part to be complied with up until Closing; and (iv) the representations and warranties of ATS contained in this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Date after giving effect to the transactions contemplated by this Agreement, except for such representations and warranties which are stated to be qualified as to materiality, in which case such representations and warranties shall be true and correct as of the Closing Time; 7.3 Catalyst ATS agrees that the conditions contained in Section 7.2 will be complied with so far as the same relates to acts to be performed or to be caused to be performed by ATS and that it will use its commercially reasonable commercial efforts to cause such conditions to be complied with. 7.4 Provided that ATS has used its best efforts to comply with (or cause to be complied with) such conditions, the conditions obligation of ATS to complete the closing of the transactions set out in Section 7.2 this Agreement is subject to the following conditions being satisfied in full: (a) there shall be fulfilled no inquiry, investigation (whether formal or complied with on informal) or before other proceeding commenced by a Governmental Entity pursuant to applicable Laws in relation to ATS or any of its subsidiaries or in relation to any of the Closing Datedirectors and officers of ATS, any of which suspends or ceases trading (which suspension or cessation of trading is continuing) in the Rights or Common Shares or operates to prevent or restrict the lawful distribution of the Securities (which prevention or restriction is continuing); (b) there shall be no order issued by a Governmental Entity pursuant to applicable Laws and no change of Law, either of which suspends or ceases trading in the Rights or Common Shares (which suspension or cessation of trading is continuing) or operates to prevent or restrict the lawful distribution of the Rights or Common Shares issuable upon exercise of the Rights (which prevention or restriction is continuing).

Closing and Conditions. 7.1 6.1 The closing of the purchase by TAVIX the Standby Purchasers and sale by RBC of the Securities shall Standby Units to be purchased by the Standby Purchasers hereunder will be completed at the Vancouver offices of Xxxxxx Xxxxxx Gervais LLP at 10:00 a.m. (Eastern time) (the “Closing Time”) on the Closing Date or at such other time and/or on such other date and/or at such other place as RBC and the Standby Purchasers may agree upon in writing. On such date, and upon payment being made by the Standby Purchasers in accordance with Section 2.5 and Section 2.9, definitive certificates representing the terms number of Shares and conditions Warrants that is equal to the number of Standby Units to be purchased by each Standby Purchaser hereunder, or other evidence of issuance of the Rights OfferingStandby Units to the Standby Purchasers, in a form satisfactory to the Standby Purchasers, acting reasonably, will be delivered to such Standby Purchaser by RBC, such certificate to be registered in the name of such Standby Purchaser or one or more designees of such Standby Purchaser, as applicable. 7.2 6.2 The obligation of TAVIX each Standby Purchaser to subscribe for Subscription Receipts hereunder complete the closing of the transactions set out in this Agreement is subject to the following conditions being satisfied in full at the time such subscription is required under Section 2.2full: (a) Catalyst shall have entered into the Snowflake Purchase Agreement in the form provided to TAVIX, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the consent of TAVIX, such consent not to be unreasonably withheld); (b) The Standby Purchasers shall have entered into the Standby Purchase Agreement in the form provided to TAVIX, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the consent of TAVIX, such consent not to be unreasonably withheld) and the Standby Purchasers shall remain contractually obligated and financially able to purchase and fully pay for any Subscription Receipts required to be purchased by the Standby Purchasers under the Standby Purchase Agreement; (c) there shall There will not be any claims, litigation, investigations or proceedings, including (without limitation) appeals and applications for review, in progress, or to the knowledge of CatalystRBC, pending, commenced or threatened, including, without limitation before by any Person that have a reasonable likelihood of success in the judgment of the Standby Purchasers or by any Governmental Entity, in respect of the Rights Offering that would reasonably be expected, if determined are materially adverse to Catalyst, to have RBC on a material adverse effect on the power or ability of Catalyst to consummate the Rights Offering;consolidated basis. (db) Catalyst RBC will have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other governmental and regulatory bodies Governmental Entities required in connection with the Rights Offering and the purchase of Standby Subscription Receipts Units by the Standby Purchasers as contemplated by the Standby Purchase this Agreement;. (ec) the Rights being listed on the TSX; and (f) the The TSX having conditionally shall have approved the listing of the Standby Subscription Receipts Rights and the Common Shares underlying issuable upon exercise of the Standby Subscription ReceiptsRights and Underlying Shares issuable upon exercise of the Warrants, subject to the filing of customary documents with the TSX. 7.3 Catalyst (d) The Rights Offering will have been conducted in accordance with applicable Laws, including Securities Laws. (e) The issuance of Standby Units, and the Shares and Warrants underlying the Rights will be exempt from the registration or qualification requirements of or will have been qualified for sale in the United States and the Blue Sky States. (f) The terms of the Rights Offering will not have been changed without the written consent of the Standby Purchasers. (g) Such Standby Purchaser will have received, with respect to such matters as are listed on Schedule A, a legal opinion dated as of the Closing Date from counsel to RBC. (h) Each Standby Purchaser and any Substituted Standby Purchaser will have received at the Closing Time a certificate dated the Closing Date, addressed to such Standby Purchaser and any Substituted Purchaser and signed by an executive officer of RBC, certifying for and on behalf of RBC that: (i) since the respective dates as of which information is given in the Final Prospectus as amended by any Prospectus Amendment there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of RBC and its subsidiaries on a consolidated basis, other than as disclosed in the Final Prospectus or any Prospectus Amendment, as the case may be; (ii) no order, ruling or determination, having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of RBC having been issued by any Securities Commission that is continuing in effect and no inquiry, investigation (whether formal or informal) or other proceedings for that purpose having been instituted or are pending or, to the knowledge of such officers, having been contemplated or threatened under any of the Securities Laws or by any Securities Commission or other Governmental Entity; (iii) RBC has duly complied in all material respects with the terms, conditions and covenants of this Agreement on its part to be complied with up until the Closing Time; and\ (iv) the representations and warranties of RBC contained in this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as the Closing Date after giving effect to the transactions contemplated by this Agreement, except for such representations and warranties which are stated to be qualified as to materiality, in which case such representations and warranties will be true and correct as of the Closing Time; and all such matters will in fact be true and correct as at the Closing Time. 6.3 RBC agrees that the conditions contained in Section 6.2 will be complied with so far as the same relate to acts to be performed or to be caused to be performed by RBC and that it will use its commercially reasonable commercial efforts to cause such conditions to be complied with. 6.4 The obligation of RBC to complete the conditions closing of the transactions set out in this Agreement is subject to the following conditions being satisfied in full: (a) each Standby Purchaser will have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other Governmental Entities required in connection with the purchase of the Standby Units as contemplated by this Agreement; (b) the TSX shall have approved the listing of the Rights and the Shares issuable upon exercise of the Rights and Underlying Shares issuable upon exercise of the Warrants, subject to the filing of customary documents with the TSX. (c) the Rights Offering will have been conducted in accordance with applicable Laws, including Securities Laws. (d) the issuance of Standby Units, and the Shares and Warrants underlying the Rights will be exempt from the registration or qualification requirements of or will have been qualified for sale in the United States and the Blue Sky States. (e) there will be no inquiry, investigation (whether formal or informal) or other proceeding commenced by a Governmental Entity pursuant to applicable Laws in relation to RBC or any of its subsidiaries or in relation to any of the directors and officers of RBC, any of which suspends or ceases trading (which suspension or cessation of trading is continuing) in the Rights or Shares or operates to prevent or restrict the lawful distribution of the Securities (which prevention or restriction is continuing); and (f) there will be no order issued by a Governmental Entity pursuant to applicable Laws and no change of Law, either of which suspends or ceases trading in the Rights or Shares (which suspension or cessation of trading is continuing) or operates to prevent or restrict the lawful distribution of the Rights or Shares issuable upon the exercise of the Rights or Shares issuable upon exercise of the Rights (which prevention or restriction is continuing). 6.5 Each Standby Purchaser agrees that the conditions contained in Section 7.2 6.4 will be complied with so far as the same relate to acts to be fulfilled performed or to be caused to be performed by the Standby Purchaser and that it will use its commercially reasonable efforts to cause such conditions to be complied with on or before the Closing Datewith.

Closing and Conditions. 7.1 The closing of 4.1 Except as otherwise expressly provided herein, full title to, and possession of, the purchase by TAVIX of the Securities Assets shall be completed in accordance with transferred from Transformis to ODI and/or its nominee at the terms and conditions of the Rights OfferingClosing. 7.2 4.2 The obligation of TAVIX ODI to subscribe for Subscription Receipts hereunder consummate the transactions contemplated hereby is subject to the satisfaction at or prior to the Closing of the following conditions being satisfied conditions: 4.2.1 There shall be no breach by Transformis of any of its covenants herein to be performed in full whole or part at or prior to the time Closing and the representations and warranties of Transformis contained herein shall be true and correct in all material respects as of the Closing, and Transformis shall have delivered to ODI a certificate of [Xxxx Xxxxxxxx] to such subscription is required under Section 2.2effect; and 4.2.2 ODI and its accountants and attorneys shall have conducted a diligence investigation of all matters related to Transformis' Business and Assets deemed relevant by ODI or such accountants or attorneys to such diligence investigation, and the results of such diligence investigation shall have been satisfactory to ODI. 4.2.3 Transformis shall have delivered to ODI all of the following items: (a) Catalyst shall Possession of the Assets shall, as far as practical, have entered into been given to ODI, including possession of all copies of the Snowflake Purchase Agreement Software, the original (or copy if the original is not available) of each of the Contracts which Transformis holds in its possession and any relevant documents of title to the Assets and the Intellectual Property of such Assets, including but not limited to any documentation evidencing the transfer of ownership in the form provided Intellectual Property of the Software from Transformis to TAVIX, ODI which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made is registered with the consent of TAVIX, such consent not to be unreasonably withheld);U.S. Patent and Trademark Office or any other government agency; and (b) The Standby Purchasers shall have entered into A xxxx of sale evidencing the Standby Purchase Agreement in transfer of the form provided to TAVIX, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the consent of TAVIX, such consent not to be unreasonably withheld) Assets and the Standby Purchasers shall remain contractually obligated other property and financially able assets provided for in this Agreement, in form and substance satisfactory to purchase and fully pay for any Subscription Receipts required to be purchased by the Standby Purchasers under the Standby Purchase Agreement;ODI; and (c) there shall not An original Novation Consent (in the form attached hereto as Exhibit B and as appropriate to be any claimsstamped and registered if required) with respect to each of the Contracts listed on Exhibit A executed by the appropriate party, litigationTransformis, investigations or proceedings, including appeals and applications for review, in progress, or to the knowledge of Catalyst, pending, commenced or threatened, including, without limitation before any Governmental Entity, that would reasonably be expected, if determined adverse to Catalyst, to have a material adverse effect on the power or ability of Catalyst to consummate the Rights Offering;ODI; and (d) Catalyst will have made and/or obtained all necessary filings, approvals, orders, rulings An employment and consents of all relevant securities regulatory authorities and other governmental and regulatory bodies required non-competition agreement executed by Xxxx Xxxxxxxx substantially in connection with the Rights Offering and the purchase of Standby Subscription Receipts by the Standby Purchasers form attached hereto as contemplated by the Standby Purchase Agreement;Exhibit C; and (e) An employment and non-competition agreement executed by Xxxx Xxxxx substantially in the Rights being listed on the TSXform attached hereto as Exhibit D; and (f) An employment and non-competition agreement executed by Xxxx Xxxxx substantially in the TSX having conditionally approved form attached hereto as Exhibit E; and (g) Such consents, assurances, transfers and other documents or actions as may be necessary or as ODI may reasonably require to vest in ODI good and marketable title to, ownership of and the listing full benefit of the Standby Subscription Receipts Assets, including but not limited to any required consents and other items; and (h) All the Common Shares underlying books, records and documents of Transformis pertaining to the Standby Subscription ReceiptsAssets as ODI reasonably requests; provided, however, that if Transformis is required by law or regulation to keep the originals of any such books, records and documents, it may deliver copies thereof to ODI; and (i) All consents, assignments, and/or estoppel certificates in such form, from such third parties, and with respect to such Assets to be assigned to ODI at Closing as ODI may specify on or before Closing; and (j) True and complete copies of the limited liability company agreement and any other constitutional documents of Transformis, certified as such by the secretary, or other equivalent officer of Transformis; and (k) A certificate of good standing and a certificate of formation or existence (or equivalent documentation) as of the Closing Date or a reasonably recent date before the Closing Date from the jurisdiction of organization of Transformis; and (l) Such other assurances, certificates, documents, consents or legal opinions as ODI may reasonably require in connection with the transactions contemplated hereby. 4.3 The obligation of Transformis to consummate the transaction contemplated hereby is subject to the filing satisfaction at or prior to the Closing of customary documents the following conditions: 4.3.1 There shall be no breach by ODI of any of its covenants herein to be performed in whole or part at or prior to the Closing and the representations and warranties of ODI contained herein shall be true and correct in all material respects as of the Closing; and 4.3.2 ODI shall have delivered all of the following items: (a) To Transformis, the cash consideration specified in Clauses 3.1.1; and (b) To Xxxx Xxxxxxxx, an employment and non-competition agreement with him executed by ODI substantially in the TSXform attached hereto as Exhibit C; and (c) To Xxxx Xxxxx, an employment and non-competition agreement with him executed by ODI substantially in the form attached hereto as Exhibit D; and (d) To Xxxx Xxxxx, an employment and non-competition agreement with him executed by ODI substantially in the form attached hereto as Exhibit E. (e) To each of Messrs. Xxxxxxxx, Xxxxx and Xxxxx, a xxxxx of the respective options, set forth in the foregoing employment and non-competition agreements, effective upon the start date of employment with ODI. 7.3 Catalyst agrees it will use its reasonable commercial efforts 4.4 Subject to cause Clause 4.2, the Closing of the purchase and sale provided for herein shall take place on the Closing Date in a location in Massachusetts, U.S.A. to be mutually agreed by the parties. 4.5 If any of the conditions of Closing set out forth in Section 7.2 to be fulfilled or complied with on or before sections 4.1, 4.2, and 4.3 are not satisfied by the Closing Date, the non-breaching party may at its option: 4.5.1 defer the Closing to a date not more than thirty (30) days after the Closing Date (and so that the provisions of this Clause 4.5 shall apply to the Closing as deferred) 4.5.2 proceed to Closing so far as practicable (without prejudice to its rights hereunder) or 4.5.3 terminate this Agreement. 4.6 Transformis shall pay all sales, use and other transfer taxes of any kind and nature including without limitation, all stamp duty that arises in connection with this Agreement and any other transaction contemplated by it ("Taxes").