Common use of Conditions and Closing Clause in Contracts

Conditions and Closing. The Closing shall occur on or before November 13, 2020, or on such other date as may be determined by the Corporation (the “Closing Date”). The Closing (including the closing of this Subscription) is conditional upon and subject to: (a) payment by the Subscriber (in form acceptable to the Corporation) of the Subscription Amount in immediately available funds; (b) the Subscriber having properly completed, signed and delivered to the Corporation this Subscription Agreement, including any applicable Schedules, and all other documentation contemplated by this Subscription Agreement; (c) the Corporation accepting the Subscriber’s subscription, in whole or in part; (d) the Corporation having obtained all necessary approvals and consents, including regulatory approvals and approvals from the TSX Venture Exchange for the Offering; (e) the Corporation having obtained approval of the terms of the Offering from a majority of the disinterested shareholders of the Corporation; (f) the issue and sale of the Debenture and Warrants being exempt from the requirement to file a prospectus or deliver an offering memorandum (as defined in Applicable Securities Laws, including Ontario Securities Commission Rule 14-501 - Definitions) and the requirement to deliver an offering memorandum under Applicable Securities Laws relating to the sale of the Debenture and the Warrants, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or deliver an offering memorandum; and (g) the representations and warranties of the Subscriber being true and correct as at the Closing Time. The Subscriber acknowledges and agrees that as the sale of the Subscriber’s Debenture and Warrants will not be qualified by a prospectus, such sale is subject to the condition that the Subscriber (or, if applicable, any others for whom the Subscriber is contracting hereunder) sign and return to the Corporation all relevant documentation required by Applicable Securities Laws.

Conditions and Closing. 1. If the Subscriber is subscribing under the Crowdfunding Exemption, subject to Section 4.1(a) and Section 4.4, the closing shall occur no later than 90 days after the date the Offering Document is certified in item 13 thereof (the "Crowdfunding Closing"). (a) The Crowdfunding Closing is conditional upon and subject to the Issuer having received subscriptions for aggregate proceeds equal to the size of the minimum Offering, if any, as described in the Offering Document. SAMPLE 2. If the Subscriber is subscribing under the Offering Memorandum Exemption, subject to Section 4.2(a) and Section 4.4, closing(s) shall occur on or before November 13any such dates as described in the Offering Memorandum term sheet (the "OM Closing", 2020and together with the Crowdfunding Closing, or the "Retail Closing"). DO NOT COPY (a) The OM Closing is conditional upon and subject to the Issuer having received subscriptions for aggregate proceeds equal to the size of the minimum Offering, if any, as described in the Offering Memorandum. 3. If the Subscriber is subscribing under the AI Exemptions, subject to Section 4.3(a) and Section 4.4, closing(s) shall occur on any such other date dates as may be determined by the Corporation Issuer in its sole discretion (the “"AI Closing", and together with the Retail Closing, a "Closing"). (a) The AI Closing Date”)is conditional upon and subject to the Issuer having received subscriptions for aggregate proceeds equal to the size of the minimum Offering, if any, as described on the Deal Page. 4. The Closing (including the closing of this Subscription) is Any and all Closings are conditional upon and subject to: (a) payment by the Subscriber (in form acceptable to the Corporation) of the Subscription Amount in immediately available fundsIssuer having obtained any necessary approvals, waivers, and consents; (b) the Subscriber having properly completed, signed and delivered to the Corporation this Subscription Agreement, including any applicable Schedules, and all other documentation contemplated by this Subscription Agreement; (c) the Corporation accepting the Subscriber’s subscription, in whole or in part; (d) the Corporation having obtained all necessary approvals and consents, including regulatory approvals and approvals from the TSX Venture Exchange for the Offering; (e) the Corporation having obtained approval of the terms of the Offering from a majority of the disinterested shareholders of the Corporation; (f) the issue and sale of the Debenture and Warrants Securities being exempt from the requirement to file a prospectus or deliver an offering memorandum (as defined in Applicable Securities Laws, including Ontario Securities Commission Rule 14-501 - Definitions) and the requirement to deliver an offering memorandum under Applicable Securities Laws applicable securities legislation relating to the sale of the Debenture and the WarrantsSecurities, or the Corporation Issuer having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or deliver an offering memorandum, unless the Subscriber has received the Offering Memorandum and executed the receipt of delivery thereof; (c) the Subscriber having delivered all the documents set out in Section 3; and (gd) the representations Subscriber has made the Payment. 5. At Closing, this Subscription Agreement will have been duly executed and warranties delivered by the Issuer and will constitute a legal, valid, and binding agreement of the Subscriber being true and correct as at the Closing TimeIssuer enforceable against it in accordance with its terms. 6. The Subscriber acknowledges that if the Issuer issues the Securities through way of certificate or other similar instrument representing the Securities, that it will be available for delivery upon request, but will be held in trust for the Subscriber by the Issuer in the Issuer's corporate records, provided that the Subscriber has satisfied the requirements of Section 3 hereof and agrees that the Issuer has accepted this Agreement. SAMPLE 7. Within 30 days of a Closing, FrontFundr as obligated as a "registrant", as such term is defined in applicable securities legislation, will on behalf of the sale Issuer, deliver or cause to be delivered to the Subscriber, a confirmation setting out the following: (i) the date of the Subscriber’s Debenture 's Payment and Warrants will not be qualified the date of the Closing, (ii) the quantity and description of the Securities purchased by a prospectusthe Subscriber, such sale is subject (iii) the price per Security paid by the Subscriber, and (iv) the total commission, fee and any other amounts paid by the Issuer to the condition that the Subscriber (or, if applicable, FrontFundr or any others for whom the Subscriber is contracting hereunder) sign and return to the Corporation all relevant documentation required by Applicable Securities Lawsother party in respect of this Subscription under this Offering.

Conditions and Closing. 4.1 The Closing shall occur on or before November 13, 2020, or on such other date as may be determined by the Corporation Issuer, but in any event no later than July 9, 2021, or such other date as may be mutually agreed to by the Issuer and the Subscriber (the “Closing Date”). The Issuer may, at its discretion, elect to close the Offering in one or more closings, in which event, subject to the other terms and conditions set forth in this Agreement, the Issuer may agree with one or more purchasers (including the Subscriber to this Agreement) to complete delivery of the Shares and Warrants to such purchaser(s) against payment therefor at any time on or prior to or after the Closing Date. 4.2 The Closing (including the closing of this Subscription) is conditional upon and subject to: (a) payment by each of the Subscriber (Warrant Certificate and the Spacecom Convertible Debenture being in form and substance acceptable to the Corporation) of the Subscription Amount in immediately available funds;Subscriber, acting reasonably; and (b) the Subscriber having properly completed, signed and delivered to the Corporation this Subscription Agreement, including any applicable Schedules, and all other documentation contemplated by this Subscription Agreement; (c) the Corporation accepting the Subscriber’s subscription, in whole or in part; (d) the Corporation Issuer having obtained all necessary approvals and consents, including regulatory approvals and approvals from the TSX Venture Exchange for the Offering;; and (e) the Corporation having obtained approval of the terms of the Offering from a majority of the disinterested shareholders of the Corporation; (fc) the issue and sale of the Debenture Shares and Warrants being exempt from the requirement to file a prospectus or deliver an offering memorandum (as defined in Applicable Securities Laws, including Ontario Securities Commission Rule 14-501 - Definitions) and the requirement to deliver an offering memorandum under Applicable Securities Laws applicable securities legislation relating to the sale of the Debenture Shares and the Warrants, or the Corporation Issuer having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or deliver an offering memorandum; and (d) the Securities being subject to a hold period of no more than four months and a day from the Closing Date pursuant to applicable Canadian securities laws; and (e) the Subscriber having received an opinion of Xxxx & Berlis, pursuant to an engagement of such firm by the Subscriber to be arranged and facilitated by the Issuer and Issuer’s Counsel, dated the Closing Date, with respect to the application of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions adopted by the Canadian Securities Administrators (“MI 61-101”) to the transactions contemplated by this Agreement, in form and substance acceptable to the Subscriber, acting reasonably, as well as a further opinion of Issuer’s Counsel, dated the Closing Date, with respect to the certain corporate and securities matters customary for a transaction of this nature, in form and substance acceptable to the Subscriber, acting reasonably; and (f) the Subscriber having received evidence reasonably satisfactory to the Subscriber that an aggregate minimum principal amount of at least $7,000,000 under the Offering (excluding the Subscription herein) has closed on or before the Closing Date and that the proceeds thereof have been received by the Issuer; and (g) the Issuer having provided to the Subscriber representations and warranties satisfactory to the Subscriber in its entire discretion, as contemplated by Section 9.1; and (h) the Subscriber having received such other closing documents reasonably requested by the Subscriber as are customary for a transaction of this nature; and (i) the Subscriber and the Issuer having entered into mutually acceptable commercial agreements for the engagement of the Subscriber being true as an exclusive satellite capacity provider, including: (i) a signed and correct binding Master Service Agreement (“MSA”) for the supply of satellite capacity, including an exclusivity commitment from the Issuer in favour of the Subscriber for the provision of satellite capacity in connection with all future projects of the Issuer, (ii) a signed and binding Service Order pursuant to the MSA for the supply of managed services for 120 sites of the Issuer's Network as at a Service (NAAS) contract with Orange Cameroon SA in Cameroon; and (iii) a signed and binding Service Order pursuant to the Closing Time. The MSA for the supply of satellite capacity to 2,000 sites of the Issuer NAAS contract with Orange DRC SA located in the Democratic Republic of Congo (the “DRC Contract”); and (j) the Subscriber acknowledges and agrees the Issuer having entered into a mutually acceptable lock-box arrangement pursuant to which the Subscriber shall be assured that the sum of $4,000,000 shall be applied by the Issuer toward the fulfilment by the Issuer of its obligations under the DRC Contract; and (k) the Subscriber and the Issuer having entered into a mutually acceptable participation agreement with respect to any subsidiaries of Issuer in Africa pursuant to which the Subscriber shall be entitled to participate, on the same terms and conditions as any third- party investor (the “Investor”), in the event of any sale by the Issuer of all or any part of its operations to any Investor, whether through the sale of assets or shares or through any other means; and (l) the Subscriber and the Issuer having entered into a mutually acceptable right of first refusal agreement pursuant to which the Subscriber shall be entitled to match any offer received by the Issuer from time to time for the financing of all or any part of its operations in Africa. 4.3 If any of the conditions to Closing set forth in Section 4.2 is not satisfied in accordance with its terms on or prior to the Closing Date, then unless such condition is mutually waived by the Subscriber and the Issuer, the Closing shall not occur and neither the Subscriber nor the Issuer shall have any liability towards the other or towards any third party as a result of the non-fulfilment of such condition. 4.4 At Closing, the Issuer will deliver to the Subscriber a certificate, in physical or electronic form, representing the Shares and a certificate representing the Warrants (the "Warrant Certificate") purchased by the Subscriber and registered in the name of the Subscriber or its nominee, or as directed by the Subscriber’s Debenture and Warrants will not be qualified by a prospectus, such sale is subject to the condition that the Subscriber (or, if applicable, any others for whom the Subscriber is contracting hereunder) sign and return to the Corporation all relevant documentation required by Applicable Securities Laws.

Conditions and Closing. 4.1 The Closing closing of the sale of the Securities to the Subscriber (the “Closing”) shall occur on or before November 13August 10, 20202012, or on such other date as may be determined by the Corporation Issuers in their sole discretion (the “Closing Date”). . 4.2 The Closing (including the closing of this Subscription) is conditional upon and subject to: (a) payment by the Subscriber (in form acceptable to the Corporation) of the Subscription Amount in immediately available funds; (b) the Subscriber having properly completed, signed and delivered to the Corporation this Subscription Agreement, including any applicable Schedules, and all other documentation contemplated by this Subscription Agreement; (c) the Corporation accepting the Subscriber’s subscription, in whole or in part; (d) the Corporation Issuers having obtained all necessary approvals and consents, including regulatory approvals and approvals from the TSX Venture Exchange for the Offering;; and (e) the Corporation having obtained approval of the terms of the Offering from a majority of the disinterested shareholders of the Corporation; (fb) the issue and sale of the Debenture and Warrants Securities being exempt from the requirement to file a prospectus or deliver an offering memorandum (as defined in Applicable Securities Laws, including Ontario Securities Commission Rule 14-501 - Definitions) and the requirement to deliver an offering memorandum under Applicable Securities Laws applicable securities legislation relating to the sale of the Debenture and the WarrantsSecurities, or the Corporation Issuers having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or deliver an offering memorandum; . 4.3 On the Closing Date, the Subscriber acknowledges that the certificates representing the Securities will be available for delivery, provided that the Subscriber has satisfied the requirements of Section 3 hereof and the Issuers have accepted this Agreement. 4.4 Acknowledgements and Agreements of Subscriber 4.5 The Subscriber acknowledges and agrees that: (a) none of the Securities have been or will be registered under the United States Securities Act of 1933, as amended, (the “1933 Act”), or under any securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state, provincial and foreign securities laws; (b) the Issuers have not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act or any other securities legislation; (c) the decision to execute this Agreement and acquire the Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuers and such decision is based entirely upon a review of any public information which has been filed by SBH with the United States Securities and Exchange Commission (the “SEC”) and any Canadian provincial securities commissions (collectively, the “Public Record”); (d) the Subscriber understands and agrees that the Issuers and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Agreement and the Questionnaire, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Issuers; (e) there are risks associated with the purchase of the Securities, as more fully described in SBH’s periodic disclosure forming part of the Public Record; (f) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Issuers in connection with the distribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Issuers; (g) finder’s fees or broker’s commissions may be payable by the Issuers to finders who introduce subscribers to the Issuers; (h) the books and records of the Issuers were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s lawyer and/or advisor(s); (i) all of the information which the Subscriber has provided to the Issuers is correct and complete as of the date this Agreement is signed, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Issuers with such information; (j) the Issuers are entitled to rely on the representations and warranties of the Subscriber being true contained in this Agreement and correct the Questionnaire, and the Subscriber will hold harmless the Issuers from any (k) loss or damage it or they may suffer as at the Closing Time. The Subscriber acknowledges and agrees that as the sale a result of the Subscriber’s Debenture failure to correctly complete this Agreement or the Questionnaire; (l) the Subscriber has been advised to consult the Subscriber’s own legal, tax and Warrants other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Issuers are not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and (ii) applicable resale restrictions; (m) the Subscriber understands and agrees that there may be material tax consequences to the Subscriber of an acquisition or disposition of the Securities. The Issuers give no opinion and make no representation with respect to the tax consequences to the Subscriber under federal, state, provincial, local or foreign tax law of the Subscriber’s acquisition or disposition of the Securities; (n) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell any of the Securities in Canada under applicable provincial securities laws and Multilateral Instrument 51-105 – Issuers Quoted in the U.S. Over-the-Counter Markets (“MI 51-105”) of the Canadian Securities Administrators; (o) the Issuers have advised the Subscriber that the Issuers are relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Securities through a person registered to sell securities under provincial securities legislation and other applicable securities laws, as a consequence of acquiring the Securities pursuant to such exemption, certain protections, rights and remedies provided by the applicable securities legislation including the various provincial securities acts, including statutory rights of rescission or damages, will not be qualified by a prospectus, such sale is subject available to the condition that Subscriber; (p) neither the Subscriber SEC nor any securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Securities; (or, if applicable, q) there is no government or other insurance covering any others for whom of the Subscriber is contracting hereunderSecurities; and (r) sign the Issuers will refuse to register the transfer of any of the Securities to a U.S. Person not made pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and return to the Corporation all relevant documentation required by Applicable Securities Lawsin each case in accordance with applicable laws.

Conditions and Closing. The 3.1 Closing of the purchase and sale of the Shares shall occur on or before November 13, 2020__________________, or on such other date as may be determined by the Corporation Company in its sole discretion (the “Closing Date”). The Subscriber acknowledges that Shares may be issued to other subscribers under this offering (the “Offering”) before or after the Closing Date. The Company, may, at its discretion, elect to close the Offering in one or more closings, in which event the Company may agree with one or more subscribers (including the closing Subscriber hereunder) to complete delivery of the Shares to such subscriber(s) against payment therefore at any time on or prior to the Closing Date. 3.2 The Subscriber acknowledges that the certificates representing the Shares and the Warrants will be available for delivery upon Closing provided that the Subscriber has satisfied the requirements of Section 3 hereof and the Company has accepted this Subscription) is conditional upon Subscription Agreement. 3.3 Acknowledgements and subject toAgreements of Subscriber 3.4 The Subscriber acknowledges and agrees that: (a) payment by the Subscriber (in form acceptable to the Corporation) none of the Subscription Amount Securities have been or will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in immediately available fundsthe United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws; (b) the Subscriber having properly completed, signed and delivered to acknowledges that the Corporation this Subscription Agreement, including any applicable SchedulesCompany has not undertaken, and all will have no obligation, to register any of the Securities under the 1933 Act or any other documentation contemplated by this Subscription Agreementsecurities legislation; (c) by completing the Corporation accepting Questionnaire, the Subscriber’s subscription, Subscriber is representing and warranting that the Subscriber satisfies one of the categories of registration and prospectus exemptions provided in whole or in partNational Instrument 45-106 (“NI 45-106”) adopted by the British Columbia Securities Commission (the “BCSC”) and other provincial securities commissions; (d) the Corporation having obtained all necessary approvals decision to execute this Subscription Agreement and consentsacquire the Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission (the “SEC”) in compliance, including regulatory approvals and approvals from the TSX Venture Exchange for the Offeringor intended compliance, with applicable securities legislation; (e) the Corporation having obtained approval Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the terms Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the Offering from a majority of information about the disinterested shareholders of the CorporationCompany; (f) the issue books and sale records of the Debenture Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and Warrants being exempt from all documents, records and books in connection with the requirement to file a prospectus or deliver an offering memorandum (as defined in Applicable Securities Laws, including Ontario Securities Commission Rule 14-501 - Definitions) and the requirement to deliver an offering memorandum under Applicable Securities Laws relating to the sale distribution of the Debenture and Securities hereunder have been made available for inspection by the WarrantsSubscriber, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or deliver an offering memorandum; andSubscriber’s lawyer and/or advisor(s); (g) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement; (h) the Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Subscription Agreement or in any document furnished by the Subscriber to the Company in connection herewith being true untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; (i) none of the Securities are listed on any stock exchange or automated dealer quotation system and correct no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system; (j) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable securities laws; (k) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and (ii) applicable resale restrictions; (l) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell any of the Securities in Canada under the Securities Act (British Columbia) (the “BC Act”) and National Instrument 51-102 as at adopted by the Closing Time. The BCSC; (m) the Company has advised the Subscriber acknowledges that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus to issue the Securities and, as a consequence of acquiring the Securities pursuant to such exemption certain protections, rights and agrees that as remedies provided by the applicable securities legislation of British Columbia including statutory rights of rescission or damages, will not be available to the Subscriber; (n) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (o) no documents in connection with the sale of the Subscriber’s Debenture and Warrants will Securities hereunder have been reviewed by the SEC or any state securities administrators; (p) there is no government or other insurance covering any of the Securities; and (q) this Subscription Agreement is not be qualified enforceable by a prospectus, such sale is subject to the condition that the Subscriber (or, if applicable, any others for whom unless it has been accepted by the Subscriber is contracting hereunder) sign and return to the Corporation all relevant documentation required by Applicable Securities LawsCompany.

Conditions and Closing. The Closing shall occur on or before November 13, 2020, or on such other date as may be determined by the Corporation 4.1 Any and all closings (the each a “Closing DateClosing”). The Closing (including the closing of this Subscription) is are conditional upon and subject to: (a) payment by the Subscriber (Issuer having received subscription proceeds to purchase Securities under the Offering in form acceptable aggregate amount equal to or greater than the Corporation) of minimum offering amount, if any, and no more than the Subscription Amount in immediately available fundsmaximum offering under the Applicable Exemption; (b) the Subscriber Issuer having properly completedobtained any necessary approvals, signed and delivered to the Corporation this Subscription Agreement, including any applicable Scheduleswaivers, and all other documentation contemplated by this Subscription Agreementconsents; (c) the Corporation accepting the Subscriber’s subscription, in whole or in part; (d) the Corporation having obtained all necessary approvals and consents, including regulatory approvals and approvals from the TSX Venture Exchange for the Offering; (e) the Corporation having obtained approval of the terms of the Offering from a majority of the disinterested shareholders of the Corporation; (f) the issue and sale of the Debenture and Warrants Securities being exempt from the requirement to file a prospectus or deliver an offering memorandum (as defined in Applicable Securities Laws, including Ontario Securities Commission Rule 14-501 - Definitions) and the requirement to deliver an offering memorandum under Applicable Securities Laws applicable securities legislation relating to the sale of the Debenture and the WarrantsSecurities, or the Corporation Issuer having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or deliver an offering memorandum, unless the Subscriber is purchasing the Securities under the Offering Memorandum Exemption as part of the Offering Memorandum Offering, has received the Offering Memorandum, and has executed and delivered Schedule 10, Schedule 11, and any other requirements as set out in Section 3.7; (d) the Subscriber having delivered all the documents set out in Section 3.1, including those certificates, risk acknowledgements, and other documents required under the Applicable Exemption as described in Article 3; (e) the Subscriber having made the Payment; and (gf) the representations and warranties Issuer having accepted the Subscription made by the Subscriber as evident only by the signature of its authorized person on the first page of this Agreement. 4.2 Upon satisfaction of the Subscriber being true conditions set out in Section 4.1, subject to subsections 4.2(a) and correct as at (b), the Closing Time. The Subscriber acknowledges and agrees that shall occur on any date or dates as may be determined by the sale Issuer in its sole discretion. (a) For subscribers under the Retail Offering, upon the passing of the Subscriber’s Debenture Cooling-Off Period, or if triggered, the Notice Period. (b) For subscribers under the Crowdfunding Offering, the Closing shall occur no later 90 days after the date the Offering Document is certified in item 13 thereof. 4.3 At Closing, this Subscription Agreement will have been duly executed and Warrants delivered by the Issuer and will not be qualified by constitute a prospectuslegal, such sale is subject to valid, and binding agreement of the condition that the Subscriber (or, if applicable, any others for whom the Subscriber is contracting hereunder) sign and return to the Corporation all relevant documentation required by Applicable Securities LawsIssuer enforceable against it in accordance with its terms.