Common use of Conditions of Closing Clause in Contracts

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing; (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offering.

Conditions of Closing. This subscription is subject The Subscriber understands that the Company will use the proceeds of the Offering for working capital and to acceptance by further the Corporation (as described below). The Offering is conditional upon, among other things, organic and acquisition growth strategy of the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold periodCompany. The Subscriber acknowledges and agrees that the obligations of the Corporation Company hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions at the Closing Time: (a) payment by the Subscriber of the Subscription Amount, payable in U.S. funds to the Company by wire transfer pursuant to the Company’s written wire instructions promptly following acceptance by the Company of this Subscription Agreement and receipt by the Custodian of certificates representing the Securities. (b) the Subscriber having properly completed, signed and delivered this Subscription Agreement to: Akerman Senterfitt 000 Xxxx Xxx Xxxx Xxxxxxxxx Xxxxx 0000 Xxxx Xxxxxxxxxx, Xx 00000 Attention: Xxxxxx Xxxxxxxx Fax (000) 000-0000 (c) the Subscriber having properly completed, signed and delivered a Certificate of Subscriber in the form attached to the Subscription Agreement as Schedule “C”: The Company acknowledges and agrees that the obligations of the Subscriber hereunder are conditional on the accuracy of the representations and warranties of the Company contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfilment of the following conditions, amongst others, as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeTime: (a) all covenants, agreements and conditions contained in this Subscription Agreement to be performed by the Corporation Company on or prior to the Closing shall have received been performed or complied with in all necessary approvals and consentsmaterial respects, including all necessary regulatory approvals without limitation, obtaining conditional approval from the TSX and consents (including NASDAQ for the approval listing of the TSX) required for Common Shares, being effected on a private placement basis, and to list the completion of the transaction contemplated by this subscription agreement;Common Shares; and (b) the representations and warranties Company shall have delivered to Akerman Senterfitt, the following items: (i) a copy of the Corporation contained herein being true and correct as certificate(s) representing the Common Shares purchased by the Subscriber registered in the name of the Closing Time with Subscriber or its nominee; (ii) a copy of this Subscription Agreement duly executed by the same force and effect as if made at and as of the Closing Time after giving effect Company; and (iii) such other documents relating to the transactions contemplated hereby; (c) by this Subscription Agreement and the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing; (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingSecurities Purchase Agreement.

Conditions of Closing. This subscription is The obligations of each of the parties hereunder are subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as other parties hereto, to the performance by such other parties of the date of this subscription agreement, their respective obligations hereunder and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of to the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madefurther conditions: (a) At the Corporation Initial Closing Time and each Subsequent Closing Time no order suspending the effectiveness of the Registration Statement shall have received all necessary approvals been issued under the 1933 Act or proceeding therefor initiated or threatened by the SEC and consents, including all necessary regulatory approvals and consents (including no objection to the approval of content thereof shall have been expressed or threatened by the TSX) required for the completion of the transaction contemplated by this subscription agreement;CFTC or NFA. (b) At the Initial Closing Time, Sidley & Austin, counsel to CISI and the Trust, shall deliver to all the parties hereto its opinion, in form and substance satisfactory to each of the parties hereto, to the effect that: (i) The Certificate of Trust pursuant to which the Trust has been formed and the Declaration and Agreement of Trust each provides for the subscription for and sale of the Units; all action required to be taken by the Managing Owner and the Trust as a condition to the subscription for and sale of the Units to qualified subscribers therefor has been taken; and, upon payment of the consideration therefor specified in the accepted Subscription Agreements and Powers of Attorney, the Units will constitute valid beneficial interests in the Trust and each subscriber who purchases Units will become a Unitholder, subject to the requirements (x) that each such purchaser shall have duly completed, executed and delivered to the Trust a Subscription Agreement and Power of Attorney relating to the Units purchased by such party, (y) that such purchaser meets all applicable suitability standards as set forth in the Prospectus and (z) that the representations and warranties of such purchaser in the Corporation contained herein being Subscription Agreement and Power of Attorney are true and correct as correct. (ii) The Trust is a business trust duly organized pursuant to the Certificate of Trust, the Declaration and Agreement of Trust and the Trust Act and validly existing under the laws of the Closing Time State of Delaware with proper power and authority to conduct the same force business in which it proposes to engage as described in the Prospectus; the Trust has filed a certificate of assumed name in the State of Illinois pursuant to 805 I.L.C.S. 405/1 and need not effect as if made at and as any other filings or qualifications under the laws of the Closing Time after giving United States in order to preserve the status of the Trust as a business trust or to enable the Trust to perform its obligations under the Trading Advisory Agreement and this Agreement and to conduct the business in which it proposes to be engaged as described in the Prospectus. (iii) CISI is duly organized and validly existing and in good standing as a corporation under the laws of the State of Delaware with corporate power and authority to act as managing owner of the Trust, and is qualified to do business and is in good standing as a foreign corporation in the State of Illinois and in each other jurisdiction in which the failure to so qualify might, in its opinion, reasonably be expected to result in material adverse consequences to the Trust. CISI has full corporate power and authority to perform its obligations as described in the Registration Statement and Prospectus. (iv) Each of CISI (including the principals, as defined in the Commodity Act, of CISI) and the Trust has all Federal and state governmental and regulatory licenses and approvals and has received or made all filings and registrations with Federal and state governmental and regulatory agencies necessary in order for each of CISI and the Trust to conduct its business as described in the Registration Statement and Prospectus, and, to the best of their knowledge, none of such approvals, licenses or registrations have been rescinded or revoked. (v) Each of the Declaration and Agreement of Trust, the Escrow Agreement, the FX Agreement, the Trading Advisory Agreement, the Customer Agreement and this Agreement has been duly and validly authorized, executed and delivered by or on behalf of CISI or the Trust, as the case may be, and assuming that such agreements are legal, valid and binding on the other parties hereto and thereto, each of the Declaration and Agreement of Trust, the Escrow Agreement, the Trading Advisory Agreement, and this Agreement constitutes a legal, valid and binding agreement of CISI or the Trust (as the case may be) enforceable in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect to of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (vi) The execution and delivery of this Agreement, the Declaration and Agreement of Trust, the Escrow Agreement, the FX Agreement, and the Trading Advisory Agreement and the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated hereby;herein and therein and in the Prospectus will not be in contravention of any of the provisions of CISI's certificate of incorporation or by-laws, or the Declaration and Agreement of Trust, and, to their knowledge, will not constitute a breach of, or default under, any instrument by which CISI or the Trust is bound or any order, rule or regulation applicable to CISI or the Trust of any court or any governmental body or administrative agency having jurisdiction over CISI or the Trust. (cvii) To their knowledge, there are no actions, claims or proceedings pending or threatened in any court or before or by any governmental or administrative body, nor have there been any such suits, claims or proceeding within the last five years, to which CISI (or any principal of CISI) or the Trust is or was a party, or to which any of their assets is or was subject, which are required to be, but are not disclosed in, the Registration Statement or Prospectus or which might reasonably be expected to materially adversely affect the condition (financial or otherwise), business or prospects of CISI or the Trust. (viii) No authorization, approval or consent of any governmental authority or agency is necessary in connection with the subscription for and sale of the Units, except such as may be required under the 1933 Act, the Commodity Act, NFA compliance rules or applicable securities or "Blue Sky" laws. (ix) The terms and provisions of the Declaration and Agreement of Trust, the Customer Agreement, the FX Agreement, the Customer Agreement, the Trading Advisory Agreement and this Agreement conforms in all material respects to descriptions thereof contained in the Prospectus. (x) The Registration Statement is effective under the 1933 Act and, to the best of their knowledge, no proceedings for a stop order are pending or threatened under Section 8(d) of the 1933 Act. (xi) At the time the Registration Statement initially became effective and at the time any post-effective amendment thereto became effective, the Registration Statement, and at the time the Prospectus and any amendments or supplements thereto were first issued, the Prospectus, complied as to form in all material respects with the requirements of the 1933 Act, the SEC Regulations under the 1933 Act and CFTC regulations. Nothing has come to their attention that would lead them to believe that with respect to CISI, the Lead Selling Agent or CISFS (a) at the time the Registration Statement initially became effective and at the time any post-effective amendment thereto became effective, the Registration Statement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) the Corporation having complied with all covenantsProspectus as first issued or as subsequently issued or at the Initial Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that such counsel need express no opinion (A) as to the financial statements, notes thereto and other financial or statistical data set forth in the Registration Statement and Prospectus or (B) as to any performance data set forth in the Registration Statement, and satisfied Prospectus, including Appendix I (and the notes thereto) in the Registration Statement and Prospectus, except that such counsel shall opine, without rendering any opinion as to the accuracy of the information in Appendix I, that such Appendix I complies as to form in all terms material respects with applicable CFTC rules. (xii) Such counsel confirm their opinion, a form of which appears as Exhibit 8.01 to the Registration Statement, that the summary of Federal income tax consequences to Unitholders set forth under the caption "Federal Income Tax Consequences" in the Prospectus accurately describes the material tax consequences set forth therein and conditions contained herein that such counsel further confirm their advice to CISI explicitly set forth therein and in such Exhibit 8.01. (xiii) To their knowledge, (a) there are no contracts, indentures, mortgages, loan agreements, leases or other documents of a character required to be complied with and satisfied by described or referred to in the Corporation at Registration Statement or prior Prospectus or to be filed as exhibits to the Closing;Registration Statement other than those described or referred to therein or filed as exhibits thereto, and with respect to the existing contracts, indentures, mortgages, loan agreements, leases and other documents so described, referred to or filed, the descriptions thereof, references thereto or copies so filed are correct in all material respects, and (b) no material default on the part of CISI or the Trust exists in the due performance or observance of any material obligation, agreement, covenant or condition contained in any contract or lease so described or filed. (dxiv) Assuming operation in accordance with the Subscriber having completed this subscription agreement in full and having paid Prospectus, the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. IfTrust, at the Closing Time, is not an "investment company" as that term is defined in the terms Investment Company Act of 1940, as amended. In rendering the opinions set forth above, Sidley & Austin may rely, as to matters of Delaware law, upon the opinion of Messrs. Xxxxxxxx, Xxxxxx & Finger, Wilmington, Delaware, and conditions contained herein have been complied with, this completed subscription agreement has been delivered as to the Corporation and accepted by the Corporation and, unless other arrangements acceptable matters relating to the Corporation have been madeCISI, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereofLead Selling Agent and CISFS on internal counsel to Xxxxxxx, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingXxxxxxxxxxxx.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, the Corporation having accepted this Subscription Agreement on or before the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeTime: (a) payment by the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval Subscriber of the TSXAggregate Subscription Price by certified cheque or bank draft payable ‎to "DLA Piper (Canada) required LLP, in Trust" (see Section 10.2 for the completion mailing address), or by electronic ‎money transfer to DLA Piper (Canada) LLP at:‎ Beneficiary:‎ DLA Piper (Canada) LLP 0 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000‎ Xxxxxxx, Xxxxxxx X0X 0X0‎ Bank Name:‎ Royal Bank of the transaction contemplated by this subscription agreement;Canada Xxx Xxxxxx, Xxxx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0‎ Account Name:‎ DLA Piper (Canada) LLP, In Trust Account Number: ‎0000000‎ Transit Number:‎ ‎00002‎ Institution Number:‎ ‎003‎ Swift Number:‎ XXXXXXX0 ABA Number:* 000000000‎ Reference: Brattle Xxxxx PP ‎ (b) the representations Subscriber having properly completed, signed and warranties of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect delivered this Subscription Agreement to the transactions contemplated herebyCorporation; (c) the Corporation Subscriber having complied with all covenantsproperly completed, signed and satisfied all terms and conditions contained herein to be complied with and satisfied by delivered the Corporation at or prior Particulars of Subscriber, in the form attached hereto as Schedule "A", to the ClosingCorporation; (d) if the Subscriber is a person resident in Canada, unless the Subscriber is relying on the representation in subsection 6.1(c)(i) hereof, the Subscriber having completed this subscription agreement properly completed, signed and delivered the Canadian Accredited Investor Certificate, in full the form attached hereto as Schedule "B", and, if applicable, Appendix "A" and/or Appendix "B" to Schedule "B", to the Corporation; (e) if the Subscriber is not a person resident in Canada, the United States or the United Kingdom, the Subscriber having properly completed, signed and delivered the Foreign Purchaser's Certificate, in the form attached hereto as Schedule "C", to the Corporation; (f) if the Subscriber is a person resident in the United Kingdom, the Subscriber having paid properly completed, signed and delivered the principal amount U.K. Purchaser's Certificate, in the form attached hereto as Schedule "D", to the Corporation; (g) if the Subscriber is in the United States or is, or is subscribing for the account or benefit of, a U.S. Person, the Subscriber having properly completed, signed and delivered the U.S. Accredited Investor Certificate, in the form attached hereto as Schedule "E", to the Corporation; (h) if the Subscriber is not an individual, and has not provided the form to the TSXV previously, the Subscriber having properly completed, signed and delivered the TSXV Form 4C Corporate Placee Registration Form, in the form attached hereto as Schedule "F", to the Corporation; (i) subject to subsection 6.2(s) hereof, the conditional approval of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted Private Placement by the Corporation TSXV; and, unless other arrangements acceptable to (j) the Corporation have been made, sale of the aggregate subscription proceeds representing Subscription Receipts being exempt from the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringprospectus and registration requirements under applicable Securities Laws.

Conditions of Closing. This subscription is 6.1 All obligations of FC and Exchangeco under this Agreement are subject to acceptance by the Corporation (as described below). The Offering is conditional uponfulfilment, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject at or prior to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations Date, of the Corporation hereunder are conditional on the accuracy of the following conditions: (a) The respective representations and warranties of the Subscriber Vendors and ICP contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and Agreement or in any event not later than the Closing Time unless Schedule hereto or certificate or other arrangements acceptable document delivered to the Corporation have been made: (a) the Corporation FC pursuant hereto shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being be substantially true and correct as of the date hereof and as of the Closing Time Date with the same force and effect as if though such representations and warranties had been made at on and as of such date, regardless of the date as of which the information in this Agreement or any such Schedule or certificate is given, and FC and Exchangeco shall have received on the Closing Date certificates dated as of the Closing Date, in forms satisfactory to counsel for FC and Exchangeco and signed under seal by the Vendors and by the senior officer of ICP to the effect that their respective representations and warranties referred to above are true and correct on and as of the Closing Time after giving Date with the same force and effect to as though made on and as of such date, provided that the acceptance of such certificates and the closing of the transactions contemplated herebyherein provided for shall not be a waiver of the respective representations and warranties contained in Articles 3 and 4 or in any Schedule hereto or in any certificate or document given pursuant to this Agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of FC and Exchangeco; (b) The Vendors shall have caused to be delivered to FC and Exchangeco a certificate of an officer of ICP and an opinion of legal counsel acceptable to counsel to FC, dated as of the Closing Date; (c) At the Corporation having complied with all covenantsClosing Date there shall have been no materially adverse change in the affairs, and satisfied all terms and assets, liabilities, or financial condition of ICP or the Business (financial or otherwise) from that shown on or reflected in ICP Financial Statements; (d) No substantial damage by fire or other hazard to the Business shall have occurred prior to the Closing Date; and (e) ICP shall have delivered to FC those financial statements of ICP specified in paragraph 5.1 hereof. 6.2 In the event any of the foregoing conditions contained herein in paragraph 6.1 hereof are not fulfilled or performed at or before the Closing Date to the reasonable satisfaction of FC and Exchangeco, FC or Exchangeco may terminate this Agreement by written notice to the Vendors and in such event FC shall be complied with and satisfied released from all further obligations hereunder but any of such conditions may be waived in writing in whole or in part by FC or Exchangeco without prejudice to its rights of termination in the Corporation event of the non-fulfilment of any other conditions. 6.3 All obligations of the Vendors under this Agreement are subject to the fulfilment, at or prior to the ClosingClosing Date, of the following conditions: (a) The representations and warranties of FC, Exchangeco and the Principal Shareholders contained in this Agreement or in any Schedule hereto or certificate or other document delivered to ICP and the Vendors pursuant hereto shall be substantially true and correct as of the date hereof and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date, regardless of the date as of which the information in this Agreement or any such Schedule or certificate is given, and the Vendor shall have received on the Closing Date a certificate dated as of the Closing Date from each of FC and Exchangeco, in a form satisfactory to the Vendors and signed under seal by two senior officers of FC or Exchangeco, respectively, to the effect that such representations and warranties referred to above are true and correct on and as of the Closing Date with the same force and effect as though made on and as of such date, provided that the acceptance of such certificate and the closing of the transaction herein provided for shall not be a waiver of the representations and warranties contained in Article 4 or in any Schedule hereto or in any certificate or document given pursuant to this Agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of the Vendors; (b) FC shall have caused to be delivered to the Vendors a certificate of an officer of FC and an opinion of legal counsel acceptable to counsel to the Vendors, dated as of the Closing Date; (c) Exchangeco shall have caused to be delivered to the Vendors a certificate of an officer of Exchangeco and an opinion of legal counsel acceptable to counsel to the Vendors; (d) At the Subscriber having completed this subscription agreement Closing Date, there shall have been no materially adverse change in full and having paid the principal amount affairs, assets, liabilities, financial condition or business (financial or otherwise) of FC from that shown on or reflected in FC Financial Statements; and (e) Following the Closing Date, the parties will take such steps as may be necessary, including the filing of an information statement pursuant to Section 14(f) of the Debentures subscribed for hereunder Exchange Act and Rule 14f-1 thereunder, to effect the change in officers and directors of FC described in paragraph 7.3 below. 6.4 In the event that any of the conditions contained in paragraph 6.3 hereof shall not be fulfilled or performed by FC, the Principal Shareholders or Exchangeco at or before the Closing Date to the Corporation in reasonable satisfaction of the manner contemplated in this subscription agreement. IfVendors then the Vendors shall have all the rights and privileges granted to FC under paragraph 6.2, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringmutatis mutandis.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation Dealers hereunder are conditional on subject to the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment satisfaction of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeconditions: (a) at the Time of Closing, the Corporation shall will cause its counsel, Blake, Xxxxxxx & Xxxxxxx LLP, to deliver to the Dealers and their counsel, Torys LLP, a favourable legal opinion with respect to all such matters as the Dealers may reasonably request, including, without limiting the generality of the foregoing: to the existence and corporate power and capacity of the Corporation; the creation, authorization, issue and sale of the Notes; the authorization of the Trust Indenture; that the attributes of the Notes are consistent in all material respects with the description thereof in the Term Sheets; that the form of global certificate representing the Notes has been approved by the Corporation and complies with the provisions of the Trust Indenture; that the Corporation has appointed the Trustee as trustee under the Trust Indenture; that the Trustee, at its principal office in the City of Toronto, has been duly appointed by the Corporation as the paying agent in respect of the Notes under the Trust Indenture; the enforceability of this Agreement, the Trust Indenture and the Notes; that the execution and delivery by the Corporation of, and the performance by the Corporation of its obligations under this Agreement and the Trust Indenture, including the issuance of the Notes, do not and will not result in a breach of any of (A) the provisions of the constating documents of the Corporation, or (B) any law of general application applicable in the Offering Jurisdictions; the Trust Indenture complies with the provisions of the CBCA and the Business Corporations Act (Ontario); the issuance of the Notes under the Trust Indenture complies with the provisions of the CBCA; the reporting issuer status of the Corporation under applicable Canadian Securities Laws; that no authorization, consent or approval of, or registration, filing or recording of the Trust Indenture with, any governmental or regulatory authority under any applicable statute or regulation of general application of the Province of Ontario or of Canada applicable therein is necessary in order to preserve or protect the validity or enforceability of the Trust Indenture; and that the offering, issuance, sale and delivery of the Notes by the Corporation to purchasers in the Offering Jurisdictions, in accordance with the terms and conditions of this Agreement, is, or will be exempt from the prospectus requirements of Canadian Securities Laws and no prospectus will be required, no other document will be required to be filed, no proceeding will be required to be taken and no approval, permit, consent, order, or authorization of any regulatory authority will be required to be obtained under Canadian Securities Laws to issue and deliver the Notes to such purchasers, other than the filing of a Form 45-106F1 prescribed under NI 45-106 within 10 days after the date of issue and sale of the Notes and the payment of any fees related thereto. It is understood that such counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than Canada and the Provinces of Ontario, Québec, British Columbia and Alberta, (or alternatively make arrangements to have such opinions of local counsel directly addressed to the Dealers), and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of an officer of the Corporation. (b) at the Time of Closing, the Dealers will have received all necessary approvals from their counsel, Torys LLP, a legal opinion dated the Closing Date, in form and consentssubstance satisfactory to the Dealers, including all necessary regulatory approvals and consents (including with respect to such matters as the approval Dealers may reasonably require relating to the distribution of the TSXNotes to the extent governed by the laws of Alberta, Ontario or Québec. (c) required for at the completion Time of Closing, the Corporation will deliver to the Dealers a certificate dated the Closing Date addressed to the Dealers and their counsel, and signed by the chief executive officer and the chief financial officer of the transaction contemplated by Corporation or such other officers of the Corporation as may be acceptable to the Dealers, acting reasonably, certifying for and on behalf of the Corporation (without personal liability) that: (i) the Corporation has complied with all the covenants and satisfied all the terms and conditions of this subscription agreementAgreement and the Trust Indenture on its part to be complied with and satisfied at or prior to the Time of Closing; (bii) the representations and warranties of the Corporation contained herein being are true and correct in all material respects as of the Time of Closing Time with the same force and effect as if made at and as the Time of the Closing Time after giving effect to the transactions contemplated hereby, except for representations and warranties which are made as of a specific date other than the Closing Date, in which case they will be true and correct in all material respects as of that date only; (ciii) no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Notes has been issued and no proceedings for such purpose have been instituted or are pending or, to the best of the knowledge of such officers, threatened; (iv) since the respective dates of the Disclosure Materials, there has been no material adverse change, financial or otherwise, in the business, affairs, operations, assets, liabilities (contingent or otherwise), capital or prospects of the Corporation and its Subsidiaries (taken as a whole), or any development involving a prospective material adverse change, financial or otherwise, in the business affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and its Subsidiaries (taken as a whole), from that disclosed in the Corporation’s Information Record or the Disclosure Materials (as they existed at the respective dates thereof); (v) none of the documents filed with Canadian Securities Regulators forming the Corporation’s Information Record contained a misrepresentation as at the time the relevant document was filed that has not since been corrected; (vi) the Corporation having complied with all covenantsAcquisition has not been terminated or amended in any material respect, and satisfied all terms and conditions contained herein to be complied with and satisfied no material provision has been waived by the Corporation at and no event has occurred or condition exists which, to the Corporation’s Knowledge, will prevent the Acquisition Closing Date from occurring on or prior to the Outside Date, substantially and in all material respects as contemplated in the 2.7 Announcement, and the Corporation has no reason to believe that the Acquisition will not be completed in accordance with the 2.7 Announcement on or prior to the Outside Date; (vii) the Acquisition has not lapsed or been withdrawn; (viii) the Separation Agreement has not been terminated or amended in any material respect, no material provision has been waived by the Corporation and no event has occurred or condition exists which, to the Corporation’s Knowledge, will prevent the Separation from occurring, substantially and in all material respects as contemplated in the Separation Agreement, and the Corporation has no reason to believe that the Separation will not be completed in accordance with the terms of the Separation Agreement; (ix) there has not been any adverse change in the assigned ratings on the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited which change is continuing at the Time of Closing, and no rating agency has placed any of the securities of the Corporation on credit watch or shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Notes; and (x) as to such other matters of a factual nature as the Dealers and the Dealers’ counsel may reasonably request; and such statements shall be true in fact; (d) the Subscriber having completed this subscription agreement in full credit rating issued by Xxxxx’x Investors Service, Inc. for the Notes shall be at least “Baa1” (stable), the credit rating issued by DBRS Limited for the Notes shall be at least “A (stable)” and having paid the principal amount of credit rating issued by Fitch Ratings Limited for the Debentures subscribed for hereunder Notes shall be at least “A- (stable)” and the Corporation shall deliver to the Corporation in Dealers letters from Xxxxx’x Investors Service, Inc., DBRS Limited and Fitch Ratings Limited confirming such respective ratings; (e) the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein Supplemental Indentures shall have been complied with, this completed subscription agreement has been executed and delivered to by each of the Corporation and accepted the Trust Company in form and substance satisfactory to the Dealers, acting reasonably; (f) evidence satisfactory to the Dealers that the Corporation’s board of directors has authorized and approved this Agreement and the Trust Indenture and, in each case, all matters relating thereto, and have authorized and approved the issuance of the Notes and all matters relating thereto; and (g) all actions required to be taken by or on behalf of the Corporation andand its Subsidiaries, unless other arrangements acceptable as applicable, including the passing of all requisite resolutions of the board of directors of the Corporation and each Subsidiary and all requisite filings with governmental authorities, will have occurred at or prior to the Corporation have been madeTime of Closing so as to: (i) execute and deliver this Agreement and all other documents contemplated under this Agreement; and (ii) create, issue and sell the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid Notes in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 provisions of this subscription agreement promptly after Agreement and the closing of its OfferingTrust Indenture.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, the Corporation having accepted this Subscription Agreement on or before the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeTime: (a) payment by the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval Subscriber of the TSXAggregate Subscription Price by certified cheque or bank draft payable ‎to "DLA Piper (Canada) required LLP, in Trust" (see Section 10.2 for mailing address), or by electronic ‎money transfer to DLA Piper (Canada) LLP at:‎ Beneficiary:‎ DLA Piper (Canada) LLP 0 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000‎ Xxxxxxx, Xxxxxxx X0X 0X0‎ Bank Name: ‎Royal Bank of Canada Xxx Xxxxxx, Xxxx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0‎ Account Name: ‎DLA Piper (Canada) LLP, In Trust Account Number: ‎‎0000000‎ Transit Number: ‎‎00002‎ Institution Number: ‎‎003‎ Swift Number: ‎XXXXXXX0‎ ABA Number:* ‎‎000000000‎ Reference: ‎Brattle PP If attempting to wire US$ funds to the completion of the transaction contemplated by this subscription agreement;above than include ABA Number 000000000‎ (b) the representations Subscriber having properly completed, signed and warranties of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect delivered this Subscription Agreement to the transactions contemplated herebyCorporation; (c) the Corporation Subscriber having complied with all covenantsproperly completed, signed and satisfied all terms and conditions contained herein to be complied with and satisfied by delivered the Corporation at or prior Particulars of Subscriber, in the form attached hereto as Schedule "A", to the ClosingCorporation; (d) if the Subscriber is a person resident in Canada, unless the Subscriber is relying on the representation in subsection 6.1(c)(i) hereof, the Subscriber having completed this subscription agreement properly completed, signed and delivered the Canadian Accredited Investor Certificate, in full the form attached hereto as Schedule "B", and, if applicable, Appendix "A" and/or Appendix "B" to Schedule "B", to the Corporation; (e) if the Subscriber is not a person resident in Canada, the United States or the United Kingdom, the Subscriber having properly completed, signed and delivered the Foreign Purchaser's Certificate, in the form attached hereto as Schedule "C", to the Corporation; (f) if the Subscriber is a person resident in the United Kingdom, the Subscriber having paid properly completed, signed and delivered the principal amount U.K. Purchaser's Certificate, in the form attached hereto as Schedule "D", to the Corporation; (g) if the Subscriber is in the United States or is, or is subscribing for the account or benefit of, a person in the United States or a U.S. Person, the Subscriber having properly completed, signed and delivered the U.S. Accredited Investor Certificate, in the form attached hereto as Schedule "E", to the Corporation; (h) if the Subscriber is not an individual, and has not provided the form to the TSXV previously, the Subscriber having properly completed, signed and delivered the TSXV Form 4C Corporate Placee Registration Form, in the form attached hereto as Schedule "F", to the Corporation; (i) subject to subsection 6.2(s) hereof, the conditional approval of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted Private Placement by the Corporation TSXV; and, unless other arrangements acceptable to (j) the Corporation have been made, sale of the aggregate subscription proceeds representing Subscription Receipts being exempt from the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringprospectus and registration requirements under applicable Securities Laws.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber Purchaser acknowledges and agrees that the obligations of the Corporation hereunder are conditional Partnership is relying on the accuracy truth of the representations and warranties of the Subscriber Purchaser contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than prior to the Closing Time unless other arrangements acceptable to the Corporation have been madeTime: (a) the Corporation shall have received all necessary approvals Purchaser having delivered a properly completed and consentsexecuted copy of this Subscription Agreement, including all necessary regulatory approvals and consents (including the approval of the TSX) items required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being true and correct to be completed as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect set out above, directly to the transactions contemplated hereby; (c) the Corporation having complied with all covenantsAdministrator or through a registered distributor, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing; (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available their approved dealer for delivery to the Subscriber in Toronto, Ontario Administrator at the Closing Time. The Corporation will deliver such Debenture Certificates address below, and having made payment of the Subscription Amount by a certified cheque, bank draft or, in the discretion of the Administrator, wire transferred funds, or by way of funds transfer via Fundserv from the Purchaser's brokerage account at an approved dealer, all in accordance with the instructions on the cover pages of this Subscription Agreement: (b) if the Purchaser is: a. an “accredited investor” under Section 1.1 of NI 45-106, and is relying on the “accredited investor” exemption under Section 2.3 of NI 45-106, the Purchaser having properly completed, signed and delivered (i) Schedule “A” (the “Accredited Investor Schedule”), and (ii) Exhibit “I” if subscribing under categories (j), (k) or (l) of the Accredited Investor Schedule; b. resident in Alberta, Saskatchewan, or Manitoba, and has received a copy of the Offering Memorandum of the Partnership prior to its execution of this Subscription Agreement, the Purchaser having properly completed, signed and delivered Schedule “B”, including all Exhibits thereto (the “Offering Memorandum Schedule”); c. resident in Manitoba, and is not an eligible investor, the acquisition cost to the address set out for delivery on page 2 Purchaser does not exceed $10,000; d. resident in British Columbia, and has received a copy of the Offering Memorandum of the Partnership prior to its execution of this subscription agreement promptly after Subscription Agreement, the closing Purchaser having properly completed, signed and delivered Exhibit “III” (Risk Acknowledgement Form) of its OfferingSchedule “B” (Offering Memorandum Schedule); or e. relying on the “minimum amount investment” exemption under Section 2.10 of NI 45-106, then no Schedules to this Subscription Agreement need to be executed and delivered.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, the Corporation having accepted this Subscription Agreement on or before the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeTime: (a) payment by the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval Subscriber of the TSXAggregate Subscription Price by certified cheque or bank draft payable ‎to "DLA Piper (Canada) required LLP, in Trust" (see Section 10.2 for mailing address), or by electronic ‎money transfer to DLA Piper (Canada) LLP at:‎ Beneficiary:‎ DLA Piper (Canada) LLP 0 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000‎ Xxxxxxx, Xxxxxxx X0X 0X0‎ Bank Name: ‎Royal Bank of Canada Xxx Xxxxxx, Xxxx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0‎ Account Name:‎ DLA Piper (Canada) LLP, In Trust Account Number:‎ ‎0000000‎ Transit Number:‎ ‎00002‎ Institution Number:‎ ‎003‎ Swift Number:‎ XXXXXXX0‎ ABA Number:* ‎000000000‎ Reference:‎ Brattle Xxxxx PP If attempting to wire US$ funds to the completion of the transaction contemplated by this subscription agreement;above than include ABA Number 000000000‎ (b) the representations Subscriber having properly completed, signed and warranties of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect delivered this Subscription Agreement to the transactions contemplated herebyCorporation; (c) the Corporation Subscriber having complied with all covenantsproperly completed, signed and satisfied all terms and conditions contained herein to be complied with and satisfied by delivered the Corporation at or prior Particulars of Subscriber, in the form attached hereto as Schedule "A", to the ClosingCorporation; (d) if the Subscriber is a person resident in Canada, unless the Subscriber is relying on the representation in subsection 6.1(c)(i) hereof, the Subscriber having completed this subscription agreement properly completed, signed and delivered the Canadian Accredited Investor Certificate, in full the form attached hereto as Schedule "B", and, if applicable, Appendix "A" and/or Appendix "B" to Schedule "B", to the Corporation; (e) if the Subscriber is not a person resident in Canada, the United States or the United Kingdom, the Subscriber having properly completed, signed and delivered the Foreign Purchaser's Certificate, in the form attached hereto as Schedule "C", to the Corporation; (f) if the Subscriber is a person resident in the United Kingdom, the Subscriber having paid properly completed, signed and delivered the principal amount U.K. Purchaser's Certificate, in the form attached hereto as Schedule "D", to the Corporation; (g) if the Subscriber is not an individual, and has not provided the form to the TSXV previously, the Subscriber having properly completed, signed and delivered the TSXV Form 4C Corporate Placee Registration Form, in the form attached hereto as Schedule "E", to the Corporation; (h) subject to subsection 6.2(s) hereof, the conditional approval of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted Private Placement by the Corporation TSXV; and, unless other arrangements acceptable to (i) the Corporation have been made, sale of the aggregate subscription proceeds representing Subscription Receipts being exempt from the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringprospectus and registration requirements under applicable Securities Laws.

Conditions of Closing. This subscription is 8.1 The obligation of ParentCo to complete the transactions contemplated herein shall be subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, following conditions to be fulfilled and/or performed at or prior to the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period Time of more than four months and one day from Closing on the Closing Date and Date: (a) ParentCo shall have received the requisite Shareholder approval to increase its authorized ParentCo Common Shares being freely tradable on in sufficient amounts to meet its obligations hereunder and under the TSX following ParentCo Share Exchange Agreement; (b) the expiration of such hold period. The Subscriber acknowledges Bank Agreements and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of any share purchase warrants referred to therein shall have been duly and validly assigned by Hippocampe to ParentCo in a form satisfactory to ParentCo; (c) the representations and warranties of the Subscriber Shareholders contained in this subscription agreement as Agreement shall be true and correct in all material respects at the Time of Closing, with the date of this subscription agreement, same force and as of the Closing Time effect as if such representations and warranties were made at and as of such time; (d) the Shareholders shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by them; and (e) in aggregate, at least 90% of the issued and outstanding Hippocampe Common Shares shall have been contributed to ParentCo and/or LuxCo pursuant to this Agreement and the ParentCo Share Exchange Agreement. 8.2 In the event that the conditions referred to in Section 8.1 hereof shall not have been fulfilled at or prior to the Time of Closing to the satisfaction of ParentCo, acting reasonably, or waived by ParentCo, or in the event that the Closing TimeDate has not occurred on or prior to March 31, 2001, this Agreement shall be rescinded and the fulfillment ParentCo shall be released from all obligations hereunder. 8.3 The obligation of the Shareholders to complete the transactions contemplated herein shall be subject to the following additional conditions as soon as possible and in any event not later than to be fulfilled and/or performed at or prior to the Time of Closing on the Closing Time unless other arrangements acceptable to the Corporation have been madeDate: (a) the Corporation ParentCo shall have received an indemnity from MFC Bancorp Ltd. from and against all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval claims or actions arising out of the TSX) required for business and undertakings of ParentCo prior to the completion Time of the transaction contemplated by this subscription agreementClosing; (b) the representations and warranties of the Corporation ParentCo contained herein being in this Agreement shall be true and correct as in all material respects at the Time of the Closing Time Closing, with the same force and effect as if such representations and warranties were made at and as of the Closing Time after giving effect to the transactions contemplated herebysuch time; (c) the Corporation having ParentCo shall have complied with all covenants, covenants and satisfied all terms and conditions contained agreements herein agreed to be complied with performed or caused to be performed by it; and (d) in aggregate, at least 90% of the issued and satisfied by outstanding Hippocampe Common Shares shall have been contributed to ParentCo and/or LuxCo pursuant to this Agreement and the Corporation ParentCo Share Exchange Agreement. 8.4 In the event that the conditions referred to in Section 8.3 hereof shall not have been fulfilled at or prior to the Closing; (d) Time of Closing to the Subscriber having completed this subscription agreement in full and having paid the principal amount satisfaction of the Debentures subscribed for hereunder to Shareholders, acting reasonably, or waived by the Corporation Shareholders, or in the manner contemplated in this subscription agreement. If, at event that the Closing TimeDate has not occurred on or prior to March 31, the terms and conditions contained herein have been complied with2001, this completed subscription agreement has been delivered to Agreement shall be rescinded and the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will Shareholders shall be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringreleased from all obligations hereunder.

Conditions of Closing. This subscription is subject The Subscriber understands that the Company will use the proceeds of the Offering for working capital and to acceptance by further the Corporation (as described below). The Offering is conditional upon, among other things, organic and acquisition growth strategy of the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold periodCompany. The Subscriber acknowledges and agrees that the obligations of the Corporation Company hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions at the Closing Time: (a) payment by the Subscriber of the Subscription Amount, payable in U.S. funds to the Company by wire transfer pursuant to the Company’s written wire instructions promptly following acceptance by the Company of this Subscription Agreement and receipt by the Custodian of certificates representing the Securities. (b) the Subscriber having properly completed, signed and delivered this Subscription Agreement to: Akerman Senterfitt 000 Xxxx Xxx Xxxx Xxxxxxxxx Xxxxx 0000 Xxxx Xxxxxxxxxx, Xx 00000 Attention: Xxxxxx Xxxxxxxx Fax (000) 000-0000 (c) the Subscriber having properly completed, signed and delivered a Certificate of Subscriber in the form attached to the Subscription Agreement as Schedule “C”: The Company acknowledges and agrees that the obligations of the Subscriber hereunder are conditional on the accuracy of the representations and warranties of the Company contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfilment of the following conditions, amogst others, as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeTime: (a) all covenants, agreements and conditions contained in this Subscription Agreement to be performed by the Corporation Company on or prior to the Closing shall have received been performed or complied with in all necessary approvals and consentsmaterial respects, including all necessary regulatory approvals without limitation, obtaining conditional approval from the TSX and consents (including NASDAQ for the approval listing of the TSX) required for Common Shares, being effected on a private placement basis, and to list the completion of the transaction contemplated by this subscription agreement;Common Shares; and (b) the representations and warranties Company shall have delivered to Akerman Senterfitt, the following items: (i) a copy of the Corporation contained herein being true and correct as certificate(s) representing the Common Shares purchased by the Subscriber registered in the name of the Closing Time with Subscriber or its nominee; (ii) a copy of this Subscription Agreement duly executed by the same force and effect as if made at and as of the Closing Time after giving effect Company; and (iii) such other documents relating to the transactions contemplated hereby; (c) by this Subscription Agreement and the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing; (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingSecurities Purchase Agreement.

Conditions of Closing. This subscription is (a) The Purchaser’s obligation to purchase the Purchaser’s Shares at the Closing Time shall be conditional upon the fulfillment at or before the Closing Time of the following conditions: (i) the Purchaser shall have received evidence that the conditional approval of the Stock Exchange (subject to acceptance the fulfillment of customary post-closing conditions) have been obtained by the Corporation (as described below). The in order to complete the Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations issuance of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made:Preferred Shares; (aii) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the disinterested approval of the TSX) required for the completion its Board of the transaction contemplated by this subscription agreementDirectors; (biii) this Subscription Agreement and the certificates representing the Preferred Shares shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Purchaser, acting reasonably; (iv) the Purchaser shall have received a certificate, dated as of the Closing Date, signed by the Secretary of the Corporation, or such other officer of the Corporation as the Purchaser may agree, certifying for and on behalf of the Corporation, to the best of the knowledge, information and belief of the person so signing (without personal liability), that: (1) the representations and warranties of the Corporation contained herein being are true and correct as of at the Closing Time Time, with the same force and effect as if made at on and as of at the Closing Time after giving effect to the transactions contemplated hereby; (c2) the Board of Directors has authorized the designation of the Preferred Shares and approved the transaction contemplated herein and such resolutions are in full force and effect as at the Closing Date; and (3) the holders of 66% of the Class 3 Preference Shares have approved the designation and issuance of the Preferred Shares; (v) the Purchaser shall have received a customary opinion of counsel for the Corporation in a form mutually agreeable to the parties; and (vi) the Corporation having complied with shall have waived all covenants, applicable anti-takeover measures under the Corporation’s charter documents and satisfied all terms applicable law. (b) The Corporation’s obligation to issue the Purchaser’s Shares at the Closing Time shall be conditional upon the fulfillment at or before the Closing Time of the following conditions: (i) this Subscription Agreement and conditions contained herein to be complied with the certificates representing the Preferred Shares shall have been executed and satisfied delivered by the Corporation at or prior parties thereto in form and substance satisfactory to the ClosingCorporation, acting reasonably; (dii) the Subscriber having completed this subscription agreement in full and having paid the principal amount Corporation shall have obtained conditional approval of the Debentures subscribed for hereunder Stock Exchange (subject to the Corporation fulfillment of customary post-closing conditions) in order to complete the manner contemplated in this subscription agreement. If, at Offering and the Closing Time, issuance of the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to Preferred Shares; and (iii) the Corporation and accepted by shall receive the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid Purchase Price in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be immediately available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringfunds.

Conditions of Closing. This subscription is subject The Purchaser shall not be obligated to acceptance complete the purchase and sale of the Royalty Interests pursuant to this Agreement unless at or before the Closing Date, unless each of the following conditions, which conditions are for the sole benefit of the Purchaser and may be waived in whole or in part by the Corporation (as described below). The Offering is conditional uponPurchaser, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Timehas been satisfied, and the fulfillment of Seller agrees with the Purchaser to take all such actions, steps and proceedings as necessary to ensure the following additional conditions as soon as possible and in any event not later than are fulfilled at or before the Closing Time unless other arrangements acceptable to the Corporation have been madeDate: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation Seller contained herein being in section 6 shall be true and correct as at Closing; (b) the Seller shall have performed and complied with all of the terms and conditions in this Agreement on its part to be performed or complied with at or before Closing Time with and shall have executed and delivered or caused to have been executed and delivered to the same force and effect as if made Purchaser at and as of the Closing Time after giving effect to all the transactions documents contemplated herebyin this Agreement, tendered in accordance with this Agreement; (c) there shall be no litigation or proceedings: (i) pending against the Corporation having complied with all covenantsSeller or involving the assets or properties of the Seller, and satisfied all terms and conditions contained herein for the purpose of enjoining, preventing or restraining the completion of the transactions contemplated hereby or otherwise claiming that such completion is improper; or (ii) pending against the Seller which: (A) in the result, could adversely affect the right of the Purchaser to be complied with and satisfied acquire or retain the Royalty Interests; or (B) in the judgment of the Purchaser, would make the completion of the transactions contemplated by the Corporation at or prior to the Closing;this Agreement inadvisable; and (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein Seller shall have been complied with, this completed subscription agreement has been delivered to the Corporation Purchaser an executed release in the form attached as Schedule “A” which: (i) fully discharges and accepted by releases the Corporation Purchaser from any obligations under the Royalty Agreement; and, unless other arrangements acceptable (ii) fully discharges and releases any Lien arising under the Royalty Agreement; (e) the Seller shall have delivered to the Corporation Purchaser an executed general conveyance agreement in the form attached as Schedule “B”; and (f) the Seller shall have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery delivered to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 Purchaser an executed copy of this subscription agreement promptly after the closing of its OfferingAgreement.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval for the offering and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing;; and (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offering.

Conditions of Closing. This subscription is (a) Buyer's obligation to close this transaction shall be subject to acceptance by the Corporation occurrence and/or satisfaction of the following conditions, as applicable to the Closing in question: (1) Buyer has received (or has waived as described below). The Offering is conditional uponprovided herein) the Tenant Estoppel Certificates or Seller's Certificates, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject Lender Estoppel Certificates, in each case complying with the requirements of this Agreement. (2) The Title Company is committed to a hold period issue the Title Policies insuring title to each Property vested in Buyer or its nominee in the amount specified in Section 4 in the approved Condition of more than four months and one day from Title with respect to each Property. (3) As of the Closing Date and the Common Shares being freely tradable on the TSX following the expiration Close of such hold period. The Subscriber acknowledges and agrees that Escrow, Seller shall have performed all of the obligations of the Corporation hereunder are conditional on the accuracy of the required to be performed by Seller under this Agreement. (4) All representations and warranties of the Subscriber contained made by Seller to Buyer in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made: (a) the Corporation Agreement shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being be materially true and correct as of the Close of Escrow. (5) No law or order shall have been enacted, entered, issued, promulgated or enforced by any governmental entity which prohibits or restricts the transactions contemplated by this Agreement. No governmental entity shall have notified any party to this Agreement that consummation of the transactions contemplated by this Agreement would constitute a violation of any law of any jurisdiction or that it intends to commence proceedings to restrain or prohibit such transactions or force divesture or rescission, unless such governmental entity shall have withdrawn such notice and abandoned any such proceedings prior to the time which otherwise would have been the Closing Time with Date. (6) The issuance of the same force Acquisition Common Stock shall have been approved by the requisite vote of the stockholders of Buyer. (7) The Acquisition Common Stock shall have been approved for listing on the NYSE. (b) Seller's obligation shall be subject to the occurrence and/or satisfaction of the following conditions, as applicable to the Closing in question: (1) As of the Close of Escrow, Buyer shall have performed all of the obligations required to be performed by Buyer under this Agreement. (2) All representations and effect as if warranties made at by Buyer to Seller in this Agreement shall be materially true and correct as of the Close of Escrow. (3) Seller shall have received an opinion of Xxxxxx & Xxxxxx L.L.P., counsel for Buyer, substantially in the form of EXHIBIT I. In rendering the foregoing opinion, such counsel may rely as to factual matters upon certificates or other documents furnished by directors and officers of Buyer and by governmental officials, and upon such other documents as such counsel deem appropriate as a basis for such opinion. Such counsel may specify the jurisdictions as such counsel deem appropriate as a basis for such opinion. Such counsel may specify the jurisdictions in which they are admitted to practice in any other jurisdiction and are not experts in the law of any other jurisdiction. To the extent such opinion concerns the laws of any other such jurisdiction, such counsel may either provide an opinion of counsel admitted to practice in such jurisdiction (which counsel shall be reasonably acceptable to Seller) in lieu of its own opinion or rely upon the opinion of such counsel. Seller hereby agrees that the firm of Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx is acceptable to Seller for purposes of providing such opinions involving the laws of the State of Maryland. To the extent that any opinion rendered by counsel admitted to practice in another jurisdiction or relied upon by Xxxxxx & Xxxxxx L.L.P., including any exception or limitation thereto, is materially different from the opinion to be delivered to Seller at the Closing Time after giving effect by Xxxxxx & Xxxxxx L.L.P., such opinion shall be reasonably satisfactory to Seller and a copy of such opinion shall be delivered to Seller at Closing. (4) No law or order shall have been enacted, entered, issued, promulgated or enforced by any governmental entity which prohibits or restricts the transactions contemplated hereby;by this Agreement. No governmental entity shall have notified any party to this Agreement that consummation of the transactions contemplated by this Agreement would constitute a violation of any law of any jurisdiction or that it intends to commence proceedings to restrain or prohibit such transactions or force divesture or rescission, unless such governmental entity shall have withdrawn such notice and abandoned any such proceedings prior to the time which otherwise would have been the Closing Date. (5) The issuance of the Acquisition Common Stock shall have been approved by the requisite vote of the stockholders of Buyer. (6) The Acquisition Common Stock shall have been approved for listing on the NYSE. (7) No event shall have occurred and no set of circumstances shall exist which could reasonably be expected to have a Material Adverse Effect. (c) If Closing has not occurred: (1) as to Group A, within 120 days from the Corporation having complied with all covenantsOpening of Escrow; (2) as to Group B, and satisfied all terms and conditions contained herein within 120 days from the Opening of Escrow plus the number of days to be complied with and satisfied by the Corporation at or prior to the Closing; (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at which the Closing TimeDate for Group B is extended pursuant to Section 1.(d); and (3) as to Group C, within 120 days from the terms date the Group C Notice is given, then either Seller or Buyer may terminate this Agreement and conditions contained herein have been complied with, the Escrow by notifying the other; PROVIDED that a party may not so terminate this completed subscription agreement Agreement if Closing has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount not occurred because of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringparty's default hereunder.

Conditions of Closing. This subscription is subject 6.1 The Vendors shall not be obligated to acceptance by complete the Corporation (as described below). The Offering is conditional upon, among other things, sale of the Corporation obtaining TSX approval Vendors Shares pursuant to this Agreement and the Underlying Securities not other transactions contemplated herein, unless each of the conditions listed below is satisfied, it being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees understood that the obligations said conditions are included for the exclusive benefit of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made:Vendors:‌ (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being Purchaser in this Agreement shall be true and correct as in all material respects at the Closing, except those representations and warranties qualified by a materiality qualification which shall be true and correct in all respects;‌ (b) the covenants and conditions of the Purchaser to be performed and observed in this Agreement prior to or at Closing Time with the same force shall have been performed and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated herebyobserved; (c) the Corporation having complied with all covenantsreceipt of any Consents contemplated by this Agreement or otherwise necessary for this Agreement and the completion of the transactions contemplated herein, in form and content and upon such conditions, if any, acceptable to the Company, and satisfied all terms such approvals being in full force and effect; (d) during the Interim Period, there shall have been no event or change that has had or would be reasonably likely to have a Material Adverse Effect on the Purchaser; and (e) during the Interim Period, there shall have been no Order made or any Legal Proceedings commenced or threatened for the purpose, or which could have the effect, of preventing or restraining the completion of the transactions contemplated by this Agreement. 6.2 If any condition in section 6.1 hereof has not been fulfilled or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendors or the Company to comply with their obligations under this Agreement, then the Vendors may, without limiting any rights or remedies available to the Vendors at law or in equity, either:‌ (a) terminate this Agreement by notice to the Purchaser; or (b) waive compliance with any such condition without prejudice to its right of termination in the event of the non-fulfillment of any other condition for its benefit. 6.3 The Purchaser shall not be obligated to complete the purchase of the Vendors Shares pursuant to this Agreement and the other transactions contemplated herein, unless each of the conditions listed below is satisfied, it being understood that the said conditions are included for the exclusive benefit of the Purchaser:‌‌ (a) the representations and warranties of the Vendors and the Company in this Agreement shall be true and correct in all material respects at the Closing, except those representations and warranties qualified by a materiality qualification which shall be true and correct in all respects; (b) all outstanding securities of the Company convertible into Company Shares shall have been cancelled, including the Vendors Warrants, and the Company shall not have any convertible securities outstanding at Closing;‌ (c) the covenants and conditions contained herein of the Vendors and the Company to be complied with performed and satisfied by the Corporation at or observed in this Agreement prior to the Closingor at Closing shall have been performed and observed in all material respects; (d) the Subscriber having completed receipt of any Consents necessary for this subscription agreement Agreement and the completion of the transactions contemplated herein, in form and content and upon such conditions, if any, acceptable to the Purchaser, and all such approvals being in full force and having paid effect; (e) the principal amount receipt of all requisite approvals (including minority shareholder approval) necessary for this Agreement and the completion of the Debentures subscribed for hereunder transactions contemplated herein, in form and content and upon such conditions, if any, acceptable to the Corporation Purchaser, and all such approvals being in full force and effect; (f) during the manner Interim Period, there shall have been no event or change that has had or would be reasonably likely to have a Material Adverse Effect on the Company or its Subsidiary; (g) the Board of Directors of the Company shall have approved the transfer of the Company Shares contemplated in this subscription agreement. IfAgreement, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereofthe Articles of the Company; (h) during the Interim Period, unless other arrangements there shall have been no Order made or any Legal Proceedings commenced or threatened for the purpose, or which could have the effect, of preventing or restraining the completion of the transactions contemplated by this Agreement; (i) the Purchaser shall be satisfied in its sole discretion with the Corporationresults of its due diligence review of the Company, Debenture Certificates endorsed by its Subsidiary and their respective businesses and affairs and the Corporation representing XCYBIN Assets; (j) the Debentures subscribed for hereunder will be Company shall have completed the acquisition of the assets of 1300476, including the XCYBIN Assets; and (k) the Company shall have minimum of CDN$1,000,000 in cash, less the reasonable expenses of its legal counsel incurred in connection with the completion of the transactions contemplated herein, such expenses not to exceed CDN$20,000 (plus taxes and disbursements). 6.4 If any condition in section 6.3 hereof has not been fulfilled or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Purchaser to comply with its obligations under this Agreement, then the Purchaser may, without limiting any rights or remedies available for delivery to the Subscriber Purchaser at law or in Torontoequity, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates either:‌ (a) terminate this Agreement by notice to the address set out Company; or (b) waive compliance with any such condition without prejudice to its right of termination in the event of the non-fulfillment of any other condition for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringbenefit.

Conditions of Closing. This subscription is In addition to the other terms and provisions of this Agreement which give Buyer the right to terminate this Agreement and the Escrow created hereto, Buyer’s obligation to purchase the Property from Seller shall be subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment occurrence and/or satisfaction of the following additional conditions as soon as possible and in (or Buyer’s written waiver thereof, it being agreed that Buyer may waive any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made:or all of such conditions): (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval Completion of the TSX) required for the completion of the transaction contemplated by this subscription agreementAsset; (b) Buyer has received from FedEx an Estoppel Certificate, dated after “Substantial Completion” and the representations “Commencement Date” (as such terms are defined in the Lease) addressed to Buyer in the form and warranties substance required under the Lease (the “FedEx Estoppel”), which FedEx Estoppel shall evidence that FedEx has accepted the Property and begun paying rent thereunder and does not disclose any new material adverse facts about the Lease or FedEx’s rights thereunder that were not previously disclosed to Buyer prior to Completion of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated herebyAsset ; (c) Reciept by Buyer of final, unconditional lien waivers from all contractors and subcontractors for the Corporation having complied Improvements evidencing full and complete payment for all work in connection with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the ClosingImprovements; (d) Receipt by Buyer of an updated Survey pursuant to Section 13(o) below; (e) Receipt of any and all third-party consents needed to allow Seller to assign the Subscriber having completed this subscription agreement contracts set forth in full the Assignment of Contracts; (f) The Title Company is unconditionally prepared and having paid committed to issue the principal Title Policy insuring title to the Property vested in Buyer or its nominee in the amount of the Debentures subscribed for hereunder Purchase Price, subject only to the Corporation in approved Condition of Title; (g) As of the manner contemplated Close of Escrow, Seller shall have performed all of the obligations required to be performed by Seller under this Agreement; and (h) All representations and warranties made by Seller to Buyer in this subscription agreementAgreement shall be true and correct in all material respects as of the Close of Escrow. IfIf any of the foregoing are not satisfied or waived by Buyer, at Buyer shall have the Closing Timeright, as its sole and exclusive remedy (other than due to a default by Seller), to terminate this Agreement and the terms Escrow created pursuant hereto, in which event the Deposit and conditions contained the Additional Deposit together with all interest accrued thereon, shall immediately be refunded to Buyer and thereafter neither party shall have any further obligations hereunder, except as otherwise herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringprovided.

Conditions of Closing. This subscription is subject to acceptance by IN FAVOUR OF THE INVESTOR ----------------------------------------------- The following are the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations conditions of the Corporation hereunder are conditional on Investor's obligation to close the accuracy purchase of the representations Convertible Notes and warranties of Warrants as contemplated hereby, which conditions are for its sole benefit and may be waived in writing in whole or in part and which conditions the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made Company covenants to exercise its best efforts to have fulfilled at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable or prior to the Corporation have been madeTime of Closing: (a) the Corporation shall Company will have received made and/or obtained all necessary approvals filings, approvals, consents and consents, including all necessary regulatory approvals and consents (including the approval acceptances of the TSX) appropriate regulatory authorities and stock exchanges required for to be obtained by the completion of Company prior to the transaction contemplated by this subscription agreementClosing Date; (b) the common shares (the "Subject Securities") underlying the Convertible Notes and Warrants shall have been conditionally approved for listing on the TSE and the TSE shall have confirmed either orally or in writing that the Subject Securities will, as soon as possible following their issue, be posted or listed for trading on the TSE; (c) the Company's directors shall have authorized and approved this agreement, each of the Indentures, the issuance of the Convertible Notes, the Warrants and the Subject Securities and all matters related thereto; (d) the Company shall have delivered to the Investor the Convertible Notes and Warrants in accordance with the terms of this agreement and the Note Indenture and the Warrant Indenture; (e) the Investor shall have received a certificate, dated the Closing Date, signed by an officer of the Company and certifying (i) that attached thereto is a true, correct and complete copy of resolutions duly adopted by the directors of the Company referred to in paragraph (c) above and (ii) the incumbency of the officers executing the closing documents; (f) it shall be the case that, and the Company will deliver to the Investor a certificate of the Company and signed on behalf of the Company by Marc J. Oppenheimer addressed to the Investor and xxxxx xxx Xxxxxxx Xate, in form satisfactory to counsels to the Investor, certifying that: (i) no order ceasing or suspending trading in any Securities of the Company or prohibiting the sale of the Convertible Notes, the Warrants, the Subject Securities or any of the Company's issued securities has been issued and no proceedings for such purpose are pending or, to the knowledge of the signer, threatened; (ii) there has not been any disruption in the market for the Common shares of the Company (including, but not limited to, a material decrease in the trading price or trading volume of the common shares) or the United States stock markets as a whole since June 30, 2002; (iii) the representations and warranties of the Corporation contained Company set forth herein being and in each Indenture shall be true and correct in all material respects as of the Closing Time with the same force and effect as if date when made at and as of the Closing Time after giving effect to the transactions contemplated herebyDate as though made on and as of such date; (civ) the Corporation having Company has performed, satisfied and complied in all material respects with all covenants, and satisfied all terms agreements and conditions contained herein required by this agreement and each Indenture to be performed, satisfied or complied with and satisfied by the Corporation Company at or prior to the ClosingClosing Date, and, for greater certainty, there is no event of default under the Note Indenture or an event which, with the passage of time or the giving of notice or both, would constitute an event of default or default, as the case may be, under an Indenture; (dv) there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, condition, affairs, prospects, operations, assets, liabilities (contingent or otherwise) or capital of the Company and its subsidiaries taken as a whole since June 30, 2002, and (vi) the Subscriber having completed this subscription agreement Company is a "reporting issuer" not in full default under the securities laws of Ontario and having paid has timely filed all forms and reports under the principal amount Exchange Act required to be filed by it since it has become subject to the periodic reporting requirements thereunder and there is no material change in the affairs of the Debentures subscribed for hereunder Company which presently requires disclosure under applicable securities laws which has not been so disclosed and no such disclosure has been made on a confidential basis which has not been subsequently disclosed; (g) the Investor shall have completed to its reasonable satisfaction its periodic due diligence investigations of the Company; and (h) the Company will have caused a favourable legal opinion to be delivered by its counsel(s) with respect to such matters as the Investor may reasonably request relating to this transaction, acceptable in all reasonable respects to the Corporation in the manner contemplated in Investor's counsels, including, without limitation, that: (i) this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been duly authorized, executed and delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable Company and is legally binding upon the Company and enforceable in accordance with its terms (subject to usual assumptions and qualifications); (ii) the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for Convertible Notes and Warrants issuable hereunder have been paid validly created and issued and have the attributes and characteristics contemplated by this agreement; (iii) the execution and delivery of each of the Indentures have been duly authorized by the Company and are each valid and binding agreements upon the Company and upon CIBC Mellon, enforceable in accordance with Section 7 hereof, unless other arrangements its terms (subject to the usual assumptions and qualifications) and CIBC Mellon has been duly appointed as trustee under the Note Indenture and warrant agent under the Warrant Indenture; (iv) the Subject Securities have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder validly allotted and will be available issued as fully paid and non-assessable upon conversion or exercise of the Convertible Notes and Warrants, respectively, in accordance with their terms; (v) the TSE has approved the issuance of the Convertible Notes, Warrants and Subject Securities and the Subject Securities have been conditionally approved for delivery listing on the TSE; (vi) the issue and sale of the Convertible Notes and Warrants have been properly effected in such a manner as to be exempt, either by statute or regulation or order, from the prospectus requirements of Ontario securities laws; (vii) the issuance of Common Shares upon the exercise of such Convertible Notes and Warrants in accordance with their terms will in each case be registered or exempt from the prospectus and registration requirements of the applicable securities laws of Ontario and of the United States; and (viii) the Company has been duly incorporated and is validly subsisting under the laws of Canada and has the corporate power and capacity to own its properties and assets and to carry on its business it is as presently carried on. In giving the opinions contemplated above, counsel(s) to the Subscriber Company shall be entitled to rely, where appropriate, upon local counsel and shall be entitled, as to matters of fact not within their knowledge, to rely upon a certificate of fact from responsible persons in Toronto, Ontario at the Closing Time. The Corporation will deliver a position to have knowledge of such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringfacts and their accuracy.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, the Corporation having accepted this Subscription Agreement on or before the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeTime: (a) payment by the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval Subscriber of the TSXAggregate Subscription Price by certified cheque or bank draft payable ‎to "DLA Piper (Canada) required LLP, in Trust" (see Section 10.2 for mailing address), or by electronic ‎money transfer to DLA Piper (Canada) LLP at:‎ Beneficiary:‎ DLA Piper (Canada) LLP 0 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000‎ Xxxxxxx, Xxxxxxx X0X 0X0‎ Bank Name:‎ Royal Bank of Canada Xxx Xxxxxx, Xxxx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0‎ Account Name: DLA Piper (Canada) LLP, In Trust Account Number: ‎‎0000000‎ Transit Number: ‎00002‎ Institution Number: ‎003‎ Swift Number: XXXXXXX0‎ ABA Number:* ‎000000000‎ Reference:‎ Brattle PP If attempting to wire US$ funds to the completion of the transaction contemplated by this subscription agreement;above than include ABA Number 000000000‎ (b) the representations Subscriber having properly completed, signed and warranties of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect delivered this Subscription Agreement to the transactions contemplated herebyCorporation; (c) the Corporation Subscriber having complied with all covenantsproperly completed, signed and satisfied all terms and conditions contained herein to be complied with and satisfied by delivered the Corporation at or prior Particulars of Subscriber, in the form attached hereto as Schedule "A", to the ClosingCorporation; (d) if the Subscriber is a person resident in Canada, unless the Subscriber is relying on the representation in subsection 6.1(c)(i) hereof, the Subscriber having completed this subscription agreement properly completed, signed and delivered the Canadian Accredited Investor Certificate, in full the form attached hereto as Schedule "B", and, if applicable, Appendix "A" and/or Appendix "B" to Schedule "B", to the Corporation; (e) if the Subscriber is not a person resident in Canada, the United States or the United Kingdom, the Subscriber having properly completed, signed and delivered the Foreign Purchaser's Certificate, in the form attached hereto as Schedule "C", to the Corporation; (f) if the Subscriber is a person resident in the United Kingdom, the Subscriber having paid properly completed, signed and delivered the principal amount U.K. Purchaser's Certificate, in the form attached hereto as Schedule "D", to the Corporation; (g) if the Subscriber is not an individual, and has not provided the form to the TSXV previously, the Subscriber having properly completed, signed and delivered the TSXV Form 4C Corporate Placee Registration Form, in the form attached hereto as Schedule "E", to the Corporation; (h) subject to subsection 6.2(s) hereof, the conditional approval of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted Private Placement by the Corporation TSXV; and, unless other arrangements acceptable to (i) the Corporation have been made, sale of the aggregate subscription proceeds representing Subscription Receipts being exempt from the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringprospectus and registration requirements under applicable Securities Laws.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below)) and the receipt of consents from certain prior investors. The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing; (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offering.

Conditions of Closing. This subscription is subject to acceptance by Each of the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval Subscriber and the Underlying Securities not being subject to a hold period of more than four months Company acknowledge and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees agree that the their respective obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber other party contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeTime: (a) payment by the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval Subscriber of the TSX) required for Subscription Amount by certified cheque, bank draft or wire transfer in Canadian dollars payable to the completion of the transaction contemplated by this subscription agreementCompany; (b) the representations Subscriber having properly completed, signed and warranties delivered this Subscription Agreement and Schedule “A” hereto; (c) execution and delivery of the Corporation contained herein being Registration Rights Agreement by the parties; (d) the approval for listing of the Unit Shares and the Warrant Shares on the NYSEA and the conditional approval for listing of the Unit Shares and the Warrant Shares on the Toronto Stock Exchange; (e) execution and delivery by the Company of a Letter Agreement Regarding Board of Directors Representation in a form satisfactory to the Subscriber, acting reasonably; (f) the Subscriber shall have received a title opinion respecting the Company’s San Xxxxxx concessions and Temoris concessions in Mexico from the Company’s Mexican counsel in a form satisfactory to the Subscriber, acting reasonably; (g) the Subscriber shall have received legal opinions from Canadian and U.S. counsel to the Company in a form satisfactory to the Subscriber, acting reasonably; (h) the representations, warranties and covenants of the Company set forth in Article 5 shall be true and correct as of at the Closing Time with the same force and effect as if made at and as of such time and the Closing Time after giving effect Company shall deliver to the transactions contemplated hereby; (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein Subscriber a certificate to be complied with and satisfied by the Corporation at or prior to the Closing; (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, that effect at the Closing Time; (i) the representations, warranties, covenants and acknowledgments of the terms Subscriber set forth in Article 6 shall be true and conditions contained herein have been complied with, this completed subscription agreement has been delivered correct at the Closing Time with the same force and effect as if made at and as of such time and the Subscriber shall deliver to the Corporation and accepted by the Corporation and, unless other arrangements acceptable Company a certificate to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario that effect at the Closing Time. The Corporation will deliver such Debenture Certificates to ; and (j) the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingClosing Date shall be no later than March 31, 2009.

Conditions of Closing. This subscription is The obligations of the Underwriters hereunder with respect to the Offering will be subject to acceptance the completion by the Corporation Underwriters of a due diligence review satisfactory to the Underwriters in their sole judgment and to the satisfaction (or waiver by the Underwriters in their sole discretion) of the following additional conditions, as applicable, which conditions the Company covenants to exercise its commercially reasonable efforts to have fulfilled on or prior to the Closing Time: (a) the Underwriters will receive at the Closing Time a legal opinion addressed to the Underwriters and its counsel dated and delivered on the Closing Date from the Company’s counsel, XxXxxxxx LLP, in form and substance satisfactory to the Underwriters and its counsel, acting reasonably, with respect to the following matters, subject to such reasonable assumptions and qualifications customary with respect to transactions of this nature as may be accepted by Underwriters’ counsel: (i) the Company is a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and it is not listed as in default of Applicable Securities Laws in any of the Qualifying Jurisdictions which maintain such a list; (ii) the Company is a corporation duly incorporated and validly existing under CBCA, and has all requisite corporate power, capacity and authority to carry on its business as now conducted and to own, lease and operate its property and assets; (iii) as to the authorized and issued capital of the Company; (iv) the Offered Debentures have been duly and validly created, authorized and issued by the Company; (v) the Debenture Shares have been duly and validly allotted and reserved for issuance and upon conversion of the Offered Debentures in accordance with the terms of the Trust Indenture, the Debenture Shares will be duly and validly issued as fully paid and non-assessable Class A Shares; (vi) the Company has all necessary corporate power and capacity: (i) to execute and deliver this Agreement and the Trust Indenture, and to perform its obligations hereunder and thereunder; (ii) to offer, issue, sell and deliver the Offered Debentures; and (iii) to issue, sell and deliver the Debenture Shares upon the conversion of the Offered Debentures in accordance with the terms of the Trust Indenture; (vii) the Company has duly authorized, executed and delivered, this Agreement and the Trust Indenture, and authorized the performance of its obligations hereunder and thereunder, including the offering, creation, issue, sale and delivery of the Offered Debentures and the issue of the Debenture Shares upon conversion of the Offered Debentures in accordance with the terms of the Trust Indenture, and each of this Agreement and the Trust Indenture constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Qualification; (viii) the execution and delivery of this Agreement and the Trust Indenture, and the fulfillment of the terms hereof and thereof, including the offering, creation (as described belowapplicable), issue, sale and delivery of the Offered Debentures and the offering and the issue, sale and delivery of the Debenture Shares upon conversion of the Offered Debentures in accordance with the terms of the Trust Indenture, and the consummation of the transactions contemplated by this Agreement and the Trust Indenture do not result in a breach of (whether after notice or lapse of time or both) or constitute a default under (i) any of the terms, conditions or provisions of the constating documents, articles of incorporation or amalgamation, as applicable, of the Company, (ii) of which counsel is aware, resolutions of the shareholders or the board of directors (or any committee thereof) of the Company, or (iii) the laws of the Province of Québec and the federal laws of Canada applicable therein, or (iv) of which such counsel is aware, any judgement, order or decree of any Canadian federal, provincial or local government body, agency or court having jurisdiction over the Company; (ix) the form and terms of the definitive certificate representing the Class A Shares and the Offered Debentures have been approved by the directors of the Company and comply in all material respects with the CBCA, the constating documents of the Company and the rules of the CSE; (x) Computershare Investor Services Inc. is the duly appointed registrar and transfer agent for the Class A Shares and Computershare Trust Company of Canada is the duly appointed trust agent and registrar and transfer agent for the Offered Debentures; (xi) the offering, issuance and sale by the Company of the Offered Debentures is exempt from the prospectus requirements of Applicable Securities Laws and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the Applicable Securities Laws to permit such offering, issuance and sale; it being noted, however, that the Company is required to file or cause to be filed with the applicable Securities Commissions, reports on Form 45-106F1, prepared and executed pursuant to NI 45-106, together with the prescribed filing fee, within 10 days following the Closing Date; (xii) the issuance by the Company of the Debenture Shares in accordance with and pursuant to the terms and conditions of the Trust Indenture is exempt from the prospectus requirements of the Applicable Securities Laws in the Qualifying Jurisdictions and no prospectus or other document is required to be filed, no proceeding is required to be taken and no authorization, approval, permit or consent of the Securities Commissions is required to be obtained by the Company under the Applicable Securities Laws in the Qualifying Jurisdictions to permit such issuance of the Debenture Shares; (xiii) the first trade of the Debenture Shares will be a distribution subject to the prospectus requirements under the Applicable Securities Laws of the Qualifying Jurisdictions, unless otherwise exempt from such prospectus requirement or unless at the time of such trade: A. the Company is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade; B. at the time of such trade, at least four months have elapsed from the “distribution date” (as defined under NI 45-102) of the Debenture Shares; C. the certificates representing the Debenture Shares carry the legend stating: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER DECEMBER 9, 2021”; D. such trade is not a “control distribution” (as defined in NI 45-102); E. no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of such trade; F. no extraordinary commission or consideration is paid to a person or company in respect of such trade; and G. if the selling securityholder is an insider or officer of the Company, the selling securityholder has no reasonable grounds to believe that the Company is in default of “securities legislation” (as defined in National Instrument 14-101 – Definitions); and H. such trade is not a transaction or series of transactions involving further purchases and sales in the course of or incidental to a “distribution” (as such term is defined in Applicable Securities Laws); (xiv) the Company shall have accepted the duly and fully completed Subscription Agreements with the Subscribers and, unless the Company reasonably believes it would be unlawful or contrary to Applicable Securities Laws to do so, have accepted each duly executed Subscription Agreement accompanied by the required subscription funds submitted to the Company as contemplated by the Offering; and (xv) all necessary documents have been filed by the Company to effect the listing of the Debenture Shares on the CSE upon the conversion of the Offered Debentures in accordance with the terms of the Trust Indenture. The Offering is conditional uponIn connection with such opinion, counsel to the Company may rely on the opinions of local counsel in the Qualifying Jurisdictions acceptable to counsel to the Underwriters, acting reasonably, as to the qualification for sale of the Offered Debentures or opinions may be given directly by local counsel of the Company with respect to those items and as to other matters governed by the laws of jurisdictions other than the province or provinces in which the Company’s Canadian counsel are qualified to practice and may rely, to the extent appropriate in the circumstances but only as to matters of fact, on certificates of officers of the Company and others; (b) the Underwriters shall have received a legal opinion from legal counsel to, and duly qualified to practice law in the jurisdiction of existence of, the Subsidiary, addressed to the Underwriters and legal counsel to the Underwriters with respect to: (i) the existence of the Subsidiaries; (ii) the issued and outstanding securities of the Subsidiaries and the securities thereof held by the Company or a Subsidiary; (iii) the corporate power and capacity of the Subsidiaries to carry on its business and activities and to own and lease its property and assets; each such opinion to be in form and substance, acceptable in all reasonable respects to the Underwriters and its legal counsel; (c) if any Offered Debentures are sold to purchasers in the United States, the Underwriters will receive, at the Closing Time, a favourable legal opinion dated the Closing Date from United States counsel to the Company, to the effect that no registration of the Offered Debentures offered and sold to purchasers in the United States will be required under the U.S. Securities Act if made in accordance with this Agreement, such opinion to be in form and substance, acceptable in all reasonable respects to the Underwriters and its legal counsel, it being understood that such counsel need not express its opinion with respect to any subsequent re-sale of such Offered Debentures; (d) the Underwriters shall have received a certificate dated the Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company or any other senior officer(s) of the Company as may be acceptable to the Underwriters, in form and content satisfactory to the Underwriters’ counsel, acting reasonably, with respect to: (i) the articles and by-laws of the Company; (ii) resolutions of the Company’s board of directors relevant to, among other things, the Corporation obtaining TSX approval issue and sale of the Offered Debentures and the Underlying Securities not being subject Debenture Shares, to a hold period of more than four months be issued and one day from sold by the Closing Date Company and the Common Shares being freely tradable on authorization of this Agreement and the TSX following other agreements and transactions contemplated herein; and (iii) the expiration incumbency and signatures of such hold period. The Subscriber acknowledges and agrees that the obligations signing officers of the Corporation hereunder are conditional on Company; (e) the accuracy Underwriters shall have received a certificate of status or the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as equivalent dated within one Business Day of the Closing Time as if made Date, in respect of the Company and the Subsidiaries; (f) the Company shall deliver to the Underwriters, at and as of the Closing Time, certificates dated the Closing Date, addressed to the Underwriters and signed by the Chief Executive Officer and the fulfillment Chief Financial Officer of the following additional conditions Company, or such other senior officer(s) of the Company as soon as possible and in any event not later than the Closing Time unless other arrangements may be acceptable to the Corporation have been madeUnderwriters, certifying for and on behalf of the Company and without personal liability, to the effect that: (ai) the Corporation shall have received Company has complied in all necessary approvals respects with all the covenants and consents, including satisfied all necessary regulatory approvals the terms and consents (including conditions of this Agreement on its part to be complied with and satisfied at or prior to the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreementClosing Time; (bii) the representations and warranties of the Corporation Company contained herein being are true and correct as of at the Closing Time with the same force and effect as if made at on and as of at the Closing Time after giving effect to the transactions contemplated hereby; and (iii) such other matters as the Underwriters may reasonably request; (cg) the Corporation having Underwriters shall have received copies of correspondence with the CSE, if any, relating to the listing of the Debenture Shares to be listed on the CSE upon the conversion of the Offered Debentures in accordance with the terms of the Trust Indenture; (h) the representations and warranties of the Company contained in this Agreement will be true at and as of the Closing Time on the Closing Date and all agreements, covenants and conditions required by this Agreement to be performed, complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and or satisfied by the Corporation Company at or prior to the ClosingClosing Time on the Closing Date will have been performed, complied with or satisfied prior to that time; (di) the Subscriber having completed this subscription agreement absence of any undisclosed material change or undisclosed material facts relating to the Company, any Subsidiary or the Offered Debentures; (j) the Underwriters shall have received a certificate from Computershare Investor Services Inc. as to the number of Class A Shares issued and outstanding as at the date immediately prior to the Closing Date; (k) the Underwriters will have received such other certificates, opinions, agreements or closing documents in full form and having paid substance reasonably satisfactory to the Underwriters as the Underwriters may reasonably request; (l) Concurrently with the Offering, the Company will issue, on a private placement basis, $10,000,000 aggregate principal amount of 12.00% convertible unsecured subordinated debentures maturing December 31, 2024 of the Debentures subscribed for hereunder Company to Investissement Québec (the “Concurrent Offering”). All conditions to such concurrent financing shall have been fulfilled and all documents shall have been tabled in escrow to be released upon confirmation that the Offering contemplated by this Agreement is being completed, the whole as confirmed by a certificate of the President of the Company to be provided to the Corporation in the manner contemplated in this subscription agreement. If, Underwriters at the Closing Timetime of Closing; and (m) each of the directors and officers of the Company, and principal shareholders holding more than 10% of the terms issued and conditions contained herein have been complied withoutstanding common shares of the Company shall agree, this completed subscription in a lock-up agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance be executed concurrently with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its the Offering, that for a period of 120 days from the Closing Date each will not, except with the prior consent of the Lead Underwriter, such consent not to be unreasonably withheld, directly or indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, or otherwise dispose of, or transfer, or announce any intention to do so, any Class A Shares of the Company, whether now owned directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership, or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of Class A Shares of the Company, whether such transaction is settled by the delivery of Class A Shares of the Company, other securities, cash or otherwise other than pursuant to a take-over bid or any other similar transaction made generally to all of the shareholders of the Company.

Conditions of Closing. This subscription is subject to acceptance by The completion of the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval Approval and the Underlying Securities not being subject AMEX Approval prior to a hold period of more than four months and one day from the Closing Date and satisfactory due diligence by the Common Underwriter in respect of the business and affairs of the Corporation. The Subscriber acknowledges and agrees that as the sale of the Flow-Through Shares being freely tradable will not be qualified by a prospectus in Canada, such sale and issuance is subject to the condition that the Subscriber return to the Corporation and/or the Underwriter all documentation required by the Securities Laws. The Subscriber acknowledges and agrees that the Underwriter and/or the Corporation may provide the Securities Regulators and tax authorities with a list setting forth the identities of the beneficial purchasers of the Flow-Through Shares. Notwithstanding that the Subscriber may be purchasing Flow-Through Shares as agent on behalf of an undisclosed principal, the TSX following Subscriber agrees to provide, on request, particulars as to the expiration identity of such hold periodundisclosed principal as may be required by the Corporation in order to comply with the foregoing. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment fulfilment of the following additional conditions as soon as possible and in any event not later than the Closing Time Time: (a) unless other arrangements acceptable to the Corporation Underwriter have been made: (a) , payment by the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval Subscriber of the TSX) required for the completion of the transaction contemplated by this subscription agreementSubscription Price as set out in Section 3.4; (b) the representations Subscriber having properly completed, signed and warranties of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby;delivered this Subscription Agreement to: Hxxxxxx Securities Inc Sxxxx 0000, 000 Xxxxxxx Xxxxxx Xxxxxxxxx, XX X0X 0X0 Attention: Mxxxxxxx Xxxxxxxxx Fax: (000) 000-0000 (c) the Corporation Subscriber having complied with all covenantsproperly completed, signed and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing;delivered Schedule “A” hereto; and (d) the Subscriber having properly completed this subscription agreement in full signed and having paid delivered the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingRegistration Rights Agreement attached hereto as Schedule “C”.

Conditions of Closing. This subscription is 8.1. The obligation of the Purchaser to close hereunder shall be subject to acceptance the fulfillment and satisfaction, prior to or at the Closing, of the following conditions or the written waiver thereof by the Corporation (as described below)Purchaser; 8.1.1. The Offering is conditional upon, among other things, representations and warranties of the Corporation obtaining TSX approval Seller in this Agreement shall be true and the Underlying Securities not being subject to a hold period correct in all material respects when made and shall be true and correct in all material respects on and as of more than four months and one day from the Closing Date and the Common Shares being freely tradable on Purchaser shall have received a certificate to that effect dated the TSX following Closing Date and executed by an authorized officer of the expiration Seller. 8.1.2. Each of such hold periodthe agreements and covenants of the Seller to be performed under this Agreement at or prior to the Closing Date shall have been duly performed in all material respects and the Purchaser shall have received a certificate to that effect dated the Closing Date and executed by an authorized officer of the Seller. 8.1.3. No injunction or restraining order shall be in effect to forbid or enjoin the consummation of the transactions contemplated by this Agreement and no Federal, state, local or foreign statute, rule or regulation shall have been enacted which prohibits, restricts or delays the consummation hereof. 8.1.4. The Subscriber acknowledges and agrees that Seller shall have delivered the obligations written consent of all parties necessary in order to duly transfer or assign all of the Corporation hereunder are conditional on Assets in form acceptable to the accuracy Purchaser. 8.1.5. The Seller shall have delivered a Good and sufficient General Conveyance, Assignment and Bill of Sale conveying, sellixx, transferring and assigning to Purchaser title to all of the Assets, free and clear of all security interests, liens, charges, encumbrances or equities whatsoever. 8.1.6. The Seller shall have delivered Assignments and Assumptions relating to the Assumed Obligations. 8.1.7. Resolutions of the board of directors of Seller authorizing the execution and delivery of this Agreement by Seller and the performance of its obligations hereunder, certified by the Secretary of Seller. 8.1.8. The Purchaser shall have received such further certificates and documents as shall have been requested by the Purchaser, including such other separate instruments of sale, assignment or transfer that Purchaser may reasonably deem necessary or appropriate in order to perfect, confirm or evidence title to all or any part of the Assets. 8.2. The obligation of the Seller to close hereunder shall be subject to the fulfillment and satisfaction, prior to or at the Closing, of the following conditions or the written waiver thereof by the Seller: 8.2.1. The representations and warranties of the Subscriber contained Purchaser in this subscription agreement as of the date of this subscription agreement, Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects on and as of the Closing Time as if made at and as of the Closing Time, Date and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made: (a) the Corporation Seller shall have received all necessary approvals a certificate to that effect dated the Closing Date and consents, including all necessary regulatory approvals and consents (including the approval executed by an authorized officer of the TSX) required for the completion Purchaser. 8.2.2. Each of the transaction contemplated by this subscription agreement; (b) the representations agreements and warranties covenants of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein Purchaser to be complied with and satisfied by the Corporation performed under this Agreement at or prior to the Closing; (d) Closing Date shall have been duly performed in all material respects and the Subscriber having completed this subscription agreement in full Seller shall have received a certificate to that effect dated the Closing Date and having paid the principal amount executed by an authorized officer of the Debentures subscribed for hereunder Purchaser. 8.2.3. No injunction or restraining order shall be in effect to forbid or enjoin the Corporation in consummation of the manner transactions contemplated in by this subscription agreement. IfAgreement and no Federal, at the Closing Timestate, the terms and conditions contained herein local or foreign statute, rule or regulation shall have been complied withenacted which prohibits, this completed subscription agreement has been delivered to restricts or delays the Corporation and accepted by consummation hereof. 8.2.4. The Seller shall have received the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid Purchase Price in accordance with Section 7 the provisions of Article 3 hereof. 8.2.5. Resolutions of the board of directors of Purchaser authorizing the execution and delivery of this Agreement by Purchaser and the performance of its obligations hereunder, unless other arrangements certified by the Secretary of Purchaser. 8.2.6. The Purchaser shall have received a written opinion or valuation from a nationally recognized independent firm, in form satisfactory to the Seller, that the Purchase Price for the Assets is equal to or less than the fair market value of the Assets. 8.2.7. The Seller shall have received such further certificates and documents as shall have been made with the Corporation, Debenture Certificates endorsed reasonably requested by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingSeller.

Conditions of Closing. This subscription is subject to acceptance by The completion of the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval Approval and the Underlying Securities not being subject AMEX Approval prior to a hold period of more than four months and one day from the Closing Date and satisfactory due diligence by the Common Underwriter in respect of the business and affairs of the Corporation. The Subscriber acknowledges and agrees that as the sale of the Flow-Through Shares being freely tradable will not be qualified by a prospectus in Canada, such sale and issuance is subject to the condition that the Subscriber return to the Corporation and/or the Underwriter all documentation required by the Securities Laws. The Subscriber acknowledges and agrees that the Underwriter and/or the Corporation may provide the Securities Regulators and tax authorities with a list setting forth the identities of the beneficial purchasers of the Flow-Through Shares. Notwithstanding that the Subscriber may be purchasing Flow-Through Shares as agent on behalf of an undisclosed principal, the TSX following Subscriber agrees to provide, on request, particulars as to the expiration identity of such hold periodundisclosed principal as may be required by the Corporation in order to comply with the foregoing. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment fulfilment of the following additional conditions as soon as possible and in any event not later than the Closing Time Time: (a) unless other arrangements acceptable to the Corporation Underwriter have been made: (a) , payment by the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval Subscriber of the TSX) required for the completion of the transaction contemplated by this subscription agreementSubscription Price as set out in Section 3.4; (b) the representations Subscriber having properly completed, signed and warranties of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby;delivered this Subscription Agreement to: Xxxxxxx Securities Inc Brookfield Place, 000 Xxx Xxxxxx Xxxxx 0000, Xxx 000 Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Xxxx XxXxxxxx Fax: (000) 000-0000 (c) the Corporation Subscriber having complied with all covenantsproperly completed, signed and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing;delivered Schedule "A" hereto; and (d) the Subscriber having properly completed this subscription agreement in full signed and having paid delivered the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingRegistration Rights Agreement attached hereto as Schedule "C".

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation Fund hereunder are conditional on the accuracy and truth of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than possible: the Closing Time unless other arrangements acceptable Subscriber has delivered the following documents to the Corporation have been madeManager: (ai) a signed copy of this Subscription Agreement; and (ii) a certified cheque, bank draft or wire transfer, payable to Proof Capital Alternative Income Fund in the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval amount of the TSX) required for the completion of the transaction contemplated by this subscription agreement;Subscription Amount (not applicable to FundSERV trades); and (biii) if the Subscriber is a Canadian Person: (A) if the Subscriber is purchasing Units under the Accredited Investor Exemption, a duly completed and executed copy of Appendix I –Accredited Investor Certificate; and (B) if the Subscriber is purchasing Units under the Accredited Investor Exemption and is an individual (other than an individual who beneficially owns Financial Assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds C$5,000,000), then a duly completed and executed copy of Appendix II – Accredited Investor Risk Acknowledgement; OR (C) if the Subscriber is purchasing Units under the Offering Memorandum Exemption, a duly completed and executed copy of Appendix III – Offering Memorandum Risk Acknowledgement, and if the Subscriber is resident in Alberta, New Brunswick, Nova Scotia, Ontario, Québec or Saskatchewan, Schedule A – Classification of Investors Under the Offering Memorandum Exemption and Schedule B – Investment Limits for Investors Under the Offering Memorandum Exemption to Appendix III; and (D) if the Subscriber is purchasing Units under the Offering Memorandum Exemption and is resident in a jurisdiction other than British Columbia or Newfoundland and Labrador, a duly completed and executed copy of Appendix IV – Eligible Investor Status Certificate and Schedule A – Eligible Investor Representation Letter to Appendix IV; or (iv) if the Subscriber is neither a Canadian Person nor a U.S. Person: (A) a duly completed and executed copy of Appendix V – Offshore Investor Certificate and a duly completed and executed copy of Appendix I –Accredited Investor Certificate and if the Subscriber is an individual (other than an individual who beneficially owns Financial Assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds C$5,000,000), then a duly completed and executed copy of Appendix II – Accredited Investor Risk Acknowledgement; or (v) if the Subscriber is a U.S. Person: (A) a duly completed and executed copy of Appendix VI – U.S. Accredited Investor Certificate and a duly completed and executed copy of Appendix I –Accredited Investor Certificate and if the Subscriber is an individual (other than an individual who beneficially owns Financial Assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds C$5,000,000), then a duly completed and executed copy of Appendix II – Accredited Investor Risk Acknowledgement. if the Subscriber is purchasing the Units through an investment dealer or an exempt market dealer that is registered with FundSERV, the Subscriber has paid the Subscription Amount via FundSERV using the FundSERV codes listed on the Face Page; if the Subscriber is purchasing the Units through an exempt market dealer that is not registered with FundSERV, or is purchasing the Units directly from the Fund, the Subscriber has delivered a cheque or bank draft to the order of “Proof Capital Alternative Income Fund” in an amount equal to the Subscription Amount; the representations and warranties of the Corporation contained herein being true Subscriber in this Subscription Agreement were accurate on the date the Subscriber signed this Subscription Agreement and correct as are accurate at the Closing; the Subscriber has performed those of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect its obligations under this Subscription Agreement that it is required to the transactions contemplated hereby; (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or perform prior to the Closing; (d) ; the Subscriber having completed this subscription agreement in full offer, sale and having paid the principal amount issuance of the Debentures subscribed for hereunder to Units being exempt from the Corporation prospectus and, if applicable, registration requirements of applicable Securities Laws as well as the securities laws in the manner contemplated in United States or of the Subscriber’s jurisdiction of residence; and the Manager has accepted this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingSubscription Agreement.

Conditions of Closing. This subscription is The effectiveness of the Loan Agreement shall be subject to acceptance the fulfillment of the following conditions precedent to the first advance under the Loan: A. Borrower shall have delivered to the Lender the fully executed Security Agreement, Notes, financing statements and other letters, instruments and documents as Lender shall require, including, but not limited to, a Certificate of good standing of the Borrower certified by the Corporation (as described below)Secretary of State or other appropriate governmental authority accompanied by a certificate from the appropriate officer of Borrower certifying that the copy attached to such certificate of the Articles of Incorporation is complete and that the Articles of Incorporation have not been amended, annulled, rescinded or revoked since the date they were certified by the Secretary of State or other appropriate governmental authority, a copy of the bylaws of the Borrower in effect on the date of the Loan Agreement accompanied by a certificate from an appropriate officer of Borrower that the copy is true and complete and that the Bylaws have not been amended, annulled, rescinded or revoked since the date of the Bylaws or the last amendment reflected in the copy, if any, and a certificate of the Secretary certifying the names and true signatures of the Borrower authorized to sign the Loan Agreement, the Security Agreement, the Notes and any Other Agreements to be executed and delivered hereunder. B. The Borrower shall provide the Lender with a list of all Indebtedness at the time of closing. C. All instruments and documents incident to the issuance and delivery of the Notes shall be reasonably satisfactory in form and substance to the Lender and Lender's counsel and the Lender shall have received the executed Loan Agreement, the Security Agreement and all other documents which it may reasonably request in connection therewith and copies of resolutions of Borrower authorizing the transactions contemplated by the Loan Agreement, such resolutions and other documents, when appropriate, to be certified by appropriate corporate or governmental authorities. D. The Lender shall have received the Guaranty Agreements executed by the Guarantors. The Offering is conditional upon, among other things, effectiveness of the Corporation obtaining TSX approval and the Underlying Securities not being Loan Agreement shall be further subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations fulfillment of the Corporation hereunder are conditional on following conditions precedent to any subsequent advance to Borrower under this Loan: A. The Lender shall have received at the time of any subsequent advance such other approvals, opinions or documents as the Lender may reasonably request. B. No event has occurred or is continuing or would result from such advance that would constitute a Default or Event of Default as set forth below. C. The continuing accuracy of the all representations and warranties of the Subscriber Borrower contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing; (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringherein.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation Agent hereunder are conditional on with respect to the accuracy Offering will be subject to the completion by the Agent of a due diligence review satisfactory to the representations Agent in its sole judgment and warranties of to the Subscriber contained satisfaction (or waiver by the Agent in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment its sole discretion) of the following additional conditions, as applicable, which conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable Company covenants to exercise its commercially reasonable efforts to have fulfilled on or prior to the Corporation have been madeTime of Closing or any Option Closing Date, as applicable: (a) The Agent will receive at the Corporation shall have received all necessary approvals Time of Closing a legal opinion addressed to the Agent and consentsits counsel, including all necessary regulatory approvals Fasken Xxxxxxxxx XxXxxxxx LLP, dated and consents delivered the Closing Date from the Company's counsel, XxXxxxxx LLP, and from local counsel (including the approval in respect of matters governed by laws of the TSXQualifying Jurisdiction where the Company's Canadian counsel is not qualified to practice), in each case in form and substance satisfactory to the Agent and its counsel, acting reasonably, with respect to the following matters, subject to such reasonable assumptions and qualifications customary with respect to transactions of this nature as may be accepted by Agent's counsel: (i) required for the completion of Company is a corporation duly created and validly existing under the transaction contemplated by this subscription agreementBCBCA, amalgamated or continued, as the case may be, and has all requisite corporate power, capacity and authority to carry on its business as now conducted and to own, lease and operate its property and assets; (bii) as to the representations authorized and warranties issued capital of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated herebyCompany; (ciii) the Corporation having complied with all covenantsSpecial Warrants have been duly and validly created, authorized and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closingissued; (div) the Subscriber having completed this subscription agreement in full Unit Shares and having paid Warrants comprising the principal amount Underlying Units have been duly and validly created authorized, allotted and reserved for issuance and, upon the issue thereof upon the exercise or deemed exercise of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid Special Warrants in accordance with Section 7 hereofthe terms of the Special Warrant Indenture, unless other arrangements will be validly issued and outstanding, in the case of the Unit Shares, as fully paid and non- assessable Common Shares in the capital of the Company; (v) the Warrant Shares underlying the Warrants have been made duly and validly created, authorized, allotted and reserved for issuance and, upon the issue thereof upon the exercise of the Warrants in accordance with the Corporationterms of the Warrant Indenture, Debenture Certificates endorsed will be validly issued and outstanding as fully paid and non-assessable Common Shares in the capital of the Company; (vi) the Compensation Options have been duly and validly created, authorized and issued; (vii) the Compensation Option Shares underlying the Compensation Options have been duly and validly created, authorized, allotted and reserved for issuance and, upon the issue thereof upon the exercise of the Compensation Options in accordance with the terms of the Compensation Option Certificate, will be validly issued and outstanding as fully paid and non-assessable Common Shares in the capital of the Company; (viii) the Compensation Option Warrants underlying the Compensation Options have been duly and validly created, authorized, allotted and reserved for issuance; (ix) the Common Shares underlying the Compensation Option Warrants have been duly and validly created, authorized, allotted and reserved for issuance and, upon the issue thereof upon the exercise of the Compensation Option Warrants in accordance with the terms thereof, will be validly issued and outstanding as fully paid and non-assessable Common Shares in the capital of the Company; (x) the form and terms of the definitive certificate representing the Common Shares and the certificate representing the Special Warrants (if any) have been approved by the Corporation representing directors of the Debentures subscribed Company and comply in all material respects with the BCBCA, the constating documents of the Company and the rules of the CSE; (xi) the Company has all necessary corporate power and capacity: (i) to execute and deliver the Transaction Documents and perform its obligations thereunder; (ii) to create, issue and sell the Special Warrants; (iii) to allot, reserve for hereunder will be available issuance and issue the Unit Shares and Warrants comprising the Underlying Units issuable upon exercise or deemed exercise of the Special Warrants, (iv) to allot, reserve for delivery to issuance and issue the Subscriber in Toronto, Ontario at Warrant Shares issuable upon exercise of the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offering.Warrants;

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional is relying on the accuracy truth of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than prior to the Closing Time unless other arrangements acceptable to the Corporation have been madeTime: (a) at or prior to the time and date specified by the Corporation shall have received all necessary approvals to the Subscriber: (i) the Subscriber having made payment of the Subscription Amount in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code: (ii) the Subscriber having properly completed, signed and consents, delivered this Subscription Agreement (including all necessary regulatory approvals applicable Schedules attached hereto) to: MedMen Enterprises, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy to: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0 (iii) if the Subscriber is a U.S. Purchaser, the Subscriber having properly completed, signed and consents delivered Schedule “A”; (including iv) if the approval of Subscriber is not a U.S. Purchaser, the TSX) required for the completion of the transaction contemplated by this subscription agreementSubscriber having properly completed, signed and delivered Schedule “B”; (b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise; (c) the representations and warranties of the Corporation contained Subscriber set forth herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the ClosingTime; (d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having completed this subscription agreement been performed or complied with in full all respects by the Subscriber; (e) the Corporation having obtained all necessary approvals, waivers, acknowledgements and having paid the principal amount consents in respect of the Debentures subscribed for hereunder Offering; (f) the Corporation having accepted the Subscriber’s subscription, in whole or in part; and (g) the issue and sale of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the Corporation in sale of the manner contemplated in this subscription agreement. IfShares, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to or the Corporation and accepted by having received such orders, consents or approvals as may be required to permit such sale without the Corporation and, unless other arrangements acceptable requirement to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringfile a prospectus or registration statement.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional is relying on the accuracy truth of the representations and warranties of the Subscriber contained in this subscription agreement Agreement as of the date of this subscription agreementAgreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than prior to the Closing Time unless other arrangements acceptable to the Corporation have been madeTime: (a) payment by the Subscriber of the Aggregate Subscription Amount in such manner as may be agreed to by the Agent against delivery of the Purchased Units; (b) on or before September 18, 2023, the Subscriber having properly completed, signed and delivered this Agreement (including all applicable Schedules hereto) to: iA Capital Markets, a division of iA Private Wealth Inc. 00 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxx 000 Toronto, Ontario M5E 1S2, Canada Attention: Xxxxx Xxxxxxxxx E-mail: XXXXxxxxx@xxxxxxxxxxxxxxxx.xx (c) on or before the Closing Date, the Subscriber having properly completed, signed and delivered a Registration Rights Agreement, in the form attached hereto as SCHEDULE "F"; (d) the Subscriber having executed and returned to the Corporation, at the Corporation’s reasonable request, all other documents as may be required by the Securities Laws for delivery by the Corporation shall have received on behalf of the Subscriber; (e) the Corporation having obtained all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval in respect of the TSX) required for the completion of the transaction contemplated by this subscription agreementOffering; (bf) the Corporation having accepted the Subscriber’s subscription, in whole or in part; (g) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Time; (h) all covenants and agreements contained herein to be performed by the Subscriber (including, if applicable, each Disclosed Principal) on or prior to the Closing Time shall have been performed or complied with in all material respects; (i) the issue and sale of the Units being exempt from the registration and prospectus requirements under applicable Securities Laws relating to the sale of the Units, 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 (provided that the Corporation shall be obligated to file a registration statement under the U.S. Securities Act with the SEC in respect of resales of the Unit Shares and Warrant Shares, as set forth in the Registration Rights Agreement); (j) the closing conditions in the Agency Agreement having been satisfied or waived by the relevant party; and (k) the Corporation having provided notification to the Nasdaq Capital Market for the listing of the Unit Shares and the Warrant Shares. The Corporation acknowledges and agrees that the Subscriber’s obligation to purchase the Purchased Units is subject to, among other things, the following conditions: (l) the representations and warranties of the Corporation contained herein being or otherwise incorporated by reference in this Agreement and the Agency Agreement are true and correct as of when made and shall be true and correct on the Closing Time Date with the same force and effect as if they had been made at on and as of the Closing Time after giving effect to the transactions contemplated herebyDate; (cm) the Corporation having complied with all covenants, and satisfied all terms agreements and conditions contained herein or otherwise incorporated by reference in this Agreement to be complied with and satisfied performed by the Corporation at on or prior to the ClosingClosing Date shall have been performed or complied with in all material respects to the satisfaction of the Subscriber, acting reasonably; (dn) the closing conditions contained in the Agency Agreement in favour of the Agent (and the Subscriber) being satisfied; and (o) the Subscriber having completed this subscription agreement in full and having paid the principal amount received copies of the Debentures subscribed for hereunder opinions listed in the Agency Agreement, which opinions shall be addressed to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingSubscriber.

Conditions of Closing. This subscription is subject The following are conditions precedent to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on Agents to complete the accuracy Closing and of the representations and warranties of Purchasers to purchase the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made Shares at and as of the Closing Time, which conditions the Company covenants and agrees to use its reasonable best efforts to fulfil within the fulfillment of time set out herein therefor, and which conditions may be waived in writing in whole or in part by the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeAgents: (a) the Corporation Company shall have received cause its counsel, Stikeman to deliver to the Agents legal opinions dated and delivered on the Closing Date, in form and substance satisfactory to the Agents acting reasonably, with respect to the following matters: (i) the Company is a “reporting issuer”, or its equivalent, in each of the Qualifying Provinces and it is not on the list of defaulting reporting issuers maintained by the Canadian Securities Regulators; (ii) the Company is a corporation existing under the laws of Yukon and has all requisite corporate power to carry on its business as now conducted and to own, lease and operate its property and assets; (iii) the authorized and issued and outstanding share capital of the Company; (iv) the Company has all necessary approvals corporate capacity, power and consentsauthority: (A) to execute and deliver this Agreement and the Compensation Option Certificates and to perform its obligations hereunder and thereunder; (B) to create, including issue and sell the Shares and the Compensation Options; and (C) to issue the Compensation Shares issuable upon exercise of the Compensation Options in accordance with their terms; (v) all necessary regulatory approvals corporate action has been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Canadian Securities Regulators; (vi) upon the payment therefor, the Shares will have been validly issued as fully paid and non-assessable shares in the capital of the Company; (vii) the Compensation Options have been validly created; (viii) the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the exercise of the Compensation Options in accordance with the provisions thereof, such Compensation Shares will be validly issued as fully paid and non-assessable Common Shares; (ix) all necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement and the Compensation Option Certificates and the performance of its obligations hereunder and thereunder and this Agreement and the Compensation Option Certificates have been executed and delivered by the Company and constitute legal, valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution may be limited by applicable law; (x) the rights, privileges, restrictions and conditions attaching to the Shares are accurately summarized in all material respects in the Final Prospectus; (xi) all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents (including the approval of the appropriate regulatory authority in each of the Qualifying Provinces have been obtained by the Company to qualify the distribution to the public of the Shares and the grant, issuance and delivery of the Compensation Options to the Agents in each of the Qualifying Provinces through persons who are registered under applicable Securities Laws and who have complied with the relevant provisions of applicable Securities Laws; (xii) the issue by the Company of the Compensation Shares to be issued upon exercise of the Compensation Options is exempt from, or is not subject to, the prospectus and registration requirements of the Securities Laws of the Qualifying Provinces and no prospectus or other documents are required to be filed, proceedings taken, or approvals, permits, consents or authorizations obtained by the Company under the Securities Laws of the Qualifying Provinces in respect of such distribution; (xiii) the first trade in, or resale of, the Compensation Shares issuable upon exercise of the Compensation Options is exempt from, or is not subject to, the prospectus requirements of the Securities Laws of the Qualifying Provinces and no prospectus or other documents are required to be filed, proceedings taken, or approvals, permits, consents or authorizations obtained under such Securities Laws in respect of such trade; (xiv) subject only to the TSX Listing Conditions, the Shares and the Compensation Shares have been conditionally approved for listing on the TSX; (xv) required the Shares and the Compensation Shares will be listed on the NASDAQ; (xvi) the execution and delivery of this Agreement and the Compensation Option Certificates, the fulfilment of the terms hereof and thereof by the Company and the issuance, sale and delivery of the Shares to be issued and sold by the Company at the Closing Time and the issuance of the Compensation Options and the Compensation Shares do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of, and do not and will not conflict with: (A) the provisions of any law, statute, rule or regulation to which the Company is subject; (B) the constating documents of the Company; (C) any resolutions of the shareholders or directors of the Company of which Stikeman has knowledge; or (D) any judgment, order or decree of any court, governmental agency or body or regulatory authority having jurisdiction over the Company of which Stikeman has knowledge; (xvii) Computershare Investor Services Inc. has been duly appointed as the transfer agent and registrar for the completion Common Shares; and (xviii) the Shares will be qualified investments under the Income Tax Act (Canada) and the regulations thereunder for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered education savings plans, registered disability savings plans and tax-free savings accounts. In connection with such opinion, Stikeman may rely on the opinions of local counsel in the Qualifying Provinces acceptable to counsel to the Agents, acting reasonably, as to certain corporate and securities matters relating to the Company and as to the qualification for distribution of the transaction contemplated Shares and the Compensation Options or opinions may be given directly by this subscription agreementlocal counsel of the Company with respect to those items and as to other matters governed by the laws of jurisdictions other than the province in which they are qualified to practise and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Company and others; (b) if any Shares are offered and sold by the Agents, through the U.S. Affiliates, in the United States, the Company shall cause its United States counsel, Xxxxxx & Xxxxxxx LLP, to deliver a favourable legal opinion addressed to the Agents, such opinion to be subject to such qualifications and assumptions as the Agents may agree, acting reasonably, to the effect that no registration of the Shares offered and sold in the United States will be required under the U.S. Securities Act in connection with the offer and sale of the Shares in the United States, provided such offers and sales are made in accordance with Schedule “A” hereto, it being understood that such counsel need not express its opinion with respect to any subsequent resales of the Shares and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Company and others; (c) the Agents shall have received favourable legal opinions addressed to the Agents in form and substance satisfactory to the Agents, acting reasonably, dated as of the Closing Date, from counsel to the Subsidiary, which counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of the Subsidiary, as appropriate, with respect to the following matters: (i) the Subsidiary is a corporation existing under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (ii) as to the authorized share capital of the Subsidiary, as to the issued and outstanding share capital of the Subsidiary and all of the issued and outstanding shares of the Subsidiary are registered directly in the name of the Company; (d) the Agents shall have received a certificate, dated as of the Closing Date, signed by the Corporate Secretary of the Company, or such other officer(s) of the Company as the Agents may agree, certifying for and on behalf of the Company, to the best of the knowledge, information and belief of the persons so signing, that the copies attached to the certificate of: (i) the articles and by-laws of the Company; (ii) the resolutions of the Company’s board of directors relevant to the issue and sale of the Shares to be issued and sold by the Company and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Company, are true and correct copies; (e) the Company shall cause the Company’s Auditors to deliver to the Agents a comfort letter, dated as of the Closing Date, in form and substance satisfactory to the Agents, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in subsection 5(a)(iii) hereof; (f) the Agents shall have received a certificate, dated as of the Closing Date, signed by the President and the Chief Financial Officer of the Company, or such other officers of the Company as the Agents may agree, certifying for and on behalf of the Company, to the best of the knowledge, information and belief of the persons so signing, after having made due enquiry and after having carefully examined the Final Prospectus and any Supplementary Material, that: (i) the Company has complied with all the covenants and satisfied all the 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 the Corporation Company contained herein being are true and correct as of at the Closing Time Time, with the same force and effect as if made at on and as of at the Closing Time after giving effect to the transactions contemplated hereby; (ciii) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied receipts or decision documents have been issued by the Corporation at Canadian Securities Regulators for the Final Prospectus and no order, ruling or prior determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Company has been issued by any regulatory authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the Closingknowledge of such officers, contemplated or threatened under any Securities Laws or by any regulatory authority; (div) since the respective dates as of which information is given in the Final Prospectus (A) there has been no material change (actual, anticipated, contemplated, proposed, threatened, whether financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, operations, prospects, capital or control of the Company on a consolidated basis, and (B) no transaction has been entered into by either the Company or the Subsidiary which is material to the Company on a consolidated basis, other than as disclosed in the Final Prospectus or the Supplementary Material, as the case may be; and (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact) contained in the Final Prospectus which fact or change is, or may be, of such a nature as to render any statement in the Final Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Final Prospecutus or which would result in the Final Prospectus not complying with applicable Securities Laws; (g) the Subscriber having completed this subscription agreement in full Agents shall have received copies of correspondence indicating that the Company has obtained all necessary approvals for the Shares and having paid Compensation Shares to be listed on the principal amount of the Debentures subscribed for hereunder TSX, subject only to the Corporation TSX Listing Conditions; (h) the Agents shall have completed and be satisfied, in their sole discretion, with the manner contemplated in this subscription agreement. Ifresults of their due diligence investigations regarding the Company, its business, operations and financial condition and market conditions at the Closing Time, ; (i) the terms and conditions contained herein Agents shall have been complied with, this completed subscription agreement has been delivered received a certificate from Computershare Investor Services Inc. as to the Corporation number of Common Shares issued and accepted outstanding as at the date immediately prior to the Closing Date; (j) the Agents shall have received a certificate of status or the equivalent in respect of the Company and the Subsidiary issued by the Corporation appropriate regulatory authority in each jurisdiction in which the Company and the Subsidiary are incorporated; (k) the Agents shall have received a reporting issuer certificate or report for the Company for each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia and New Brunswick that provide such certificates confirming that the Company is a reporting issuer not in default of applicable Securities Laws; and, unless other arrangements acceptable (l) the Agents shall have received the undertakings required to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 be delivered pursuant to subsection 7(k) hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offering.

Conditions of Closing. This subscription is Subscription Agreement shall be subject to acceptance by the Corporation Issuer and approval by the Exchange and any other stock exchange or regulatory authority having jurisdiction with respect to the Issuer (as described below). The Offering is conditional upon, among other thingscollectively, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period“Regulatory Authorities”). The Subscriber acknowledges and agrees that the obligations of the Corporation Issuer hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement and in the term sheet appended as Schedule A as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeTime: (a) the Corporation shall have received all necessary approvals Subscriber having properly completed, signed and consentsdelivered this Subscription Agreement (with payment) by no later than 5:00 p.m. (Vancouver time) on April 23, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement;2019, to: NioCorp Developments Ltd. 7000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Attention: Jxx Xxxx Email: jxx.xxxx@xxxxxxx.xxx (b) all Subscribers having properly completed, signed and delivered the representations and warranties of the Corporation contained herein being true and correct Regulation S Certificate attached as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated herebySchedule C hereto; (c) if required by this Subscription Agreement, the Corporation Subscriber having complied with all covenantsproperly completed, signed and satisfied all terms delivered the Accredited Investor Status Certificate attached as Schedule B hereto (if applicable) and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the ClosingU.S. Purchaser Certificate attached as Schedule D hereto (if applicable); (d) the Issuer having accepted this Subscription Agreement; (e) all necessary regulatory and conditional Exchange approvals having been obtained by the Issuer; and (f) payment having been made by the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address Subscription Price as set out for delivery above under the heading “Procedure and Delivery” on page 2 v of this subscription agreement promptly after the closing of its OfferingSubscription Agreement.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber Buyer acknowledges and agrees that the obligations of the Corporation Company hereunder are conditional on the accuracy of the representations and warranties of the Subscriber Buyer contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeTime: (a) payment by the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval Buyer of the TSX) required for the completion of the transaction contemplated Purchase Price by this subscription agreementcertified cheque, bank draft or other acceptable electronic means in U.S. dollars payable to "Sprott Securities Inc."; (b) the representations Buyer having properly completed, signed and warranties of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby;delivered this Subscription Agreement to: Sprott Securities Inc. Xxxxx Xxxx Xxxxx Xxxxx Xxxxx, Xxxxx 0000 000 Xxx Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Xxxxx Xxxxxx-Xxxxx Fax: (000) 000-0000 (c) the Corporation Buyer having complied with all covenantsproperly completed, signed and satisfied all terms and conditions contained herein to be complied with and satisfied by delivered one of either Exhibit "B", "C" or "D", as applicable: (i) ALL ONTARIO BUYERS WHO ARE SUBSCRIBING AS "ACCREDITED INVESTORS" if the Corporation at Buyer is resident in Ontario or prior otherwise subject to the Closing;Securities Laws in the Province of Ontario, a duly completed and executed certificate as set forth in Exhibit "A" evidencing the Buyer's status as an accredited investor; and (dii) ALL QUEBEC BUYERS AND OTHER ELIGIBLE PURCHASERS if the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation Buyer is resident in the manner contemplated Province of Quebec or is otherwise eligible to purchase the Units, a duly completed and executed certificate as set forth in this subscription agreement. If, at Exhibit "B" evidencing the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation Buyer's (and, unless other arrangements acceptable to if the Corporation have been madeBuyer is acting as agent for another person, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offering.person's) status as an eligible purchaser;

Conditions of Closing. This subscription is subject to acceptance by the Corporation 3.1 Purchaser's Conditions [Deleted for Confidentiality Purposes] (as described below). The Offering is conditional upona) [Deleted for Confidentiality Purposes] (b) [Deleted for Confidentiality Purposes]Vendor shall have performed or complied in all material respects with all such obligations, among other things, the Corporation obtaining TSX approval conditions and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date terms of this subscription agreement, Agreement to be performed or complied with by Vendor prior to or at Closing and a Certificate dated as of the Closing Time as if to that effect shall have been delivered to Purchaser at Closing; (c) The representations and warranties of Vendor herein contained shall be true in all material respects when made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being true and correct a Certificate dated as of the Closing Time with the same force and to that effect as if made shall have been delivered by Vendor to Purchaser at and as of the Closing Time after giving effect to the transactions contemplated hereby; (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing; (d) the Subscriber having completed this subscription agreement in full At or prior to Closing, Vendor shall deliver to Purchaser all releases and having paid the principal amount of the Debentures subscribed for hereunder registerable discharges or no interest letters (requested by Purchaser a reasonable time prior to the Corporation Closing Time) in a form satisfactory to Purchaser, of any adverse liens and Encumbrances that are not Permitted Encumbrances and relate to security held by a Third Party against the manner contemplated in this subscription agreement. IfShares or the Assets or any part or portion thereof; (e) No suit, action or other proceeding shall, at the Closing Time, be pending against any of Vendor, [Deleted for Confidentiality Purposes] the terms and conditions contained herein Company [Deleted for Confidentiality Purposes] (or any of their respective Affiliates) seeking to restrain, prohibit or obtain damages or other relief in connection with the consummation of the Transaction which would have been complied witha Material adverse effect on Purchaser, this completed subscription agreement has been delivered the Company, the Assets [Deleted for Confidentiality Purposes]; (f) There shall be no adverse damage or alteration to the Corporation Assets which would have a Material adverse effect on the Assets or the Shares (other than production of Petroleum Substances, a decline in the market value of the Assets or future cash flow therefrom, or the quality, quantity or recoverability of the Leased Substances) between the date hereof and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates , other than that to which Purchaser has provided its consent; (g) Purchaser shall be satisfied, acting reasonably, on or before the Closing Time, that the Company meets all regulatory and contractual requirements to be unconditionally accepted as the holder of any licences, permits and approvals pertaining to the address set out for delivery on page 2 of this subscription agreement promptly after Assets by the closing of its Offering.regulatory body having jurisdiction over such matters;

Conditions of Closing. This subscription is subject to acceptance by The completion of the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval Approval and the Underlying Securities not being subject NYSE AMEX Approval prior to a hold period of more than four months and one day from the Closing Date and satisfactory due diligence by the Common Agents in respect of the business and affairs of the Corporation. The Subscriber acknowledges and agrees that as the sale of the Flow-Through Shares being freely tradable will not be qualified by a prospectus in Canada or registered in the United States, such sale and issuance is subject to the condition that the Subscriber return to the Corporation and/or the Agents all documentation required by the Securities Laws. The Subscriber acknowledges and agrees that the Agents and/or the Corporation may provide the Securities Regulators and tax authorities with a list setting forth the identities of the beneficial purchasers of the Flow-Through Shares. Notwithstanding that the Subscriber may be purchasing Flow-Through Shares as agent on behalf of an undisclosed principal, the TSX following Subscriber agrees to provide, on request, particulars as to the expiration identity of such hold periodundisclosed principal as may be required by the Corporation in order to comply with the foregoing. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment fulfilment of the following additional conditions as soon as possible and in any event not later than the Closing Time Time: (a) unless other arrangements acceptable to the Corporation Agents have been made: (a) , payment by the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval Subscriber of the TSX) required for the completion of the transaction contemplated by this subscription agreementSubscription Price as set out in Section 3.3; (b) the representations Subscriber having properly completed, signed and warranties of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby;delivered this Subscription Agreement to: Xxxxxxx Securities Inc. Xxxxx 0000 - 000 Xxxxxxx Xxxxxx Xxxxxxxxx, X.X. X0X 0X0 Attention: Xxxxxxxx Xxxxxxxxx Facsimile: 000-000-0000 (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing; (d) the Subscriber having completed this subscription agreement in full properly completed, signed and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingSchedule "A" hereto.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). 7.1 The Offering is conditional upon, among other things, the Corporation obtaining TSX approval Vendors and the Underlying Securities Company shall not being subject be obligated to a hold period complete the sale of more than four months and one day from the Closing Date Vendors Shares pursuant to this Agreement and the Common Shares other transactions contemplated herein, unless each of the conditions listed below is satisfied, it being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees understood that the obligations said conditions are included for the exclusive benefit of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made:Vendors:‌ (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being Purchaser in this Agreement shall be true and correct as in all material respects at the Closing; (b) the covenants and conditions of the Purchaser to be performed and observed in this Agreement prior to or at Closing Time with the same force shall have been performed and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated herebyobserved in all material respects; (c) the Corporation having complied with all covenantsreceipt of the Exchange Approval and any other consents contemplated by this Agreement or otherwise necessary for this Agreement and the completion of the transactions contemplated herein, and satisfied all terms such approvals being in full force and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closingeffect; (d) the Subscriber having Financing shall have been completed this subscription agreement or if completed in full and having paid escrow pending the principal amount Closing, then all conditions necessary to release such escrow shall have been satisfied (other than the completion of the Debentures subscribed Transaction); (e) there shall have been no event or change that has had or would be reasonably likely to have a Material Adverse Effect on the Purchaser; and (f) there shall have been no order made or any Legal Proceedings commenced or threatened for hereunder the purpose, or which could have the effect, of preventing or restraining the completion of the transactions contemplated by this Agreement. 7.2 If any condition in Section 7.1 hereof has not been fulfilled or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendors or the Company to comply with their obligations under this Agreement, then the Vendors or the Company may, without limiting any rights or remedies available to the Corporation Vendors at law or in equity, either: (a) terminate this Agreement by notice to the Purchaser; or (b) waive compliance with any such condition without prejudice to its right of termination in the manner event of the non-fulfillment of any other condition for its benefit. 7.3 The Purchaser shall not be obligated to complete the purchase of the Vendors Shares pursuant to this Agreement and the other transactions contemplated herein, unless each of the conditions listed below is satisfied, it being understood that the said conditions are included for the exclusive benefit of the‌ Purchaser: (a) the representations and warranties of the Vendors and the Company in this subscription agreement. If, Agreement shall be true and correct in all material respects at the Closing Time, Closing; (b) the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered delivery of the Financial Statements from the Company to the Corporation Purchaser, and accepted should the Financial Statements be considered by the Corporation andTSXV to be insufficient for the purposes of the completion of the Transaction and the receipt of Exchange Approval, unless other arrangements such financial statements prepared in accordance with generally accepted accounting principles as is required under applicable Securities Laws and required in order to receive Exchange Approval; (c) the delivery of the Technical Report by the Company to the Purchaser, in such form as acceptable to the Corporation Purchaser, acting reasonably; (d) the covenants and conditions of the Vendors and the Company to be performed and observed in this Agreement prior to or at Closing shall have been madeperformed and observed in all material respects; (e) the receipt of the Exchange Approval and any other consents contemplated by this Agreement or otherwise necessary for this Agreement and the completion of the transactions contemplated herein, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereofform and content and upon such conditions, unless other arrangements have been made with the Corporationif any, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery acceptable to the Subscriber Purchaser, and all such approvals being in Torontofull force and effect; (f) the receipt of the fully executed Amending Agreement, Ontario at on the Closing Time. The Corporation will deliver terms outlined in Section 2.4 herein, in such Debenture Certificates form as acceptable to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of Purchaser at its Offering.sole discretion;

Conditions of Closing. This subscription is Subscription Agreement shall be subject to acceptance by the Corporation Issuer and approval by the Exchange and any other stock exchange or regulatory authority having jurisdiction with respect to the Issuer (as described below). The Offering is conditional upon, among other thingscollectively, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period“Regulatory Authorities”). The Subscriber acknowledges and agrees that the obligations of the Corporation Issuer hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeTime: (a) the Corporation shall have received all necessary approvals Subscriber having properly completed, signed and consentsdelivered this Subscription Agreement to: NioCorp Developments Ltd. 7000 Xxxxx Xxxxxxxx Xxxxxx, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement;Xxxxx 000 Xxxxxxxxxx, XX 00000 Attn: Jxxx X. Xxxxxxx, Xx. email: jxxxxxxx@xxxxxxx.xxx (b) the representations and warranties Subscriber hereby confirms that it is purchasing Securities in exchange for the settlement of the Corporation contained herein being true and correct as a bona fide debt in accordance with section 2.14 of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated herebyNational Instrument 45-106; (c) the Corporation Subscriber having complied with all covenantsproperly completed, signed and satisfied all terms and conditions contained herein to be complied with and satisfied by delivered the Corporation at or prior to the ClosingRegulation S Certificate attached as Schedule A hereto; (d) the Issuer having accepted this Subscription Agreement; (e) all necessary regulatory and conditional Exchange approvals having been obtained by the Issuer; and (f) the Subscriber having completed this subscription properly completed, signed and delivered a termination agreement in full and having paid with respect to the principal amount termination of the Debentures subscribed for hereunder Consulting Agreement in a form satisfactory to the Corporation Issuer. The Issuer acknowledges and agrees that it is a further condition of Closing for the Issuer to deliver electronic copies of the Convertible Note and the Warrants with originals to follow within five (5) Business Days after the Closing Time. Until such electronic delivery of the Convertible Note and the Warrants to the Subscriber, all other closing documentation shall be held in escrow and either (i) all closing documentation shall be released on confirmation of such electronic delivery and Closing shall be deemed to have occurred at the manner contemplated Closing Time or (ii) if such electronic delivery is not completed, all Closing documentation shall be returned to the persons who executed same and Closing shall be deemed not to have occurred. The Issuer shall further deliver the Note Shares issuable on the exercise of conversion of part of the Convertible Note to be converted in this subscription agreement. If, at accordance with Section 6(y) hereof immediately following the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at within five (5) Business Days after the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offering.

Conditions of Closing. This subscription is subject 6.1 The Vendors shall not be obligated to acceptance by complete the Corporation (as described below). The Offering is conditional upon, among other things, sale of the Corporation obtaining TSX approval Vendors Shares pursuant to this Agreement and the Underlying Securities not other transactions contemplated herein, unless each of the conditions listed below is satisfied, it being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees understood that the obligations said conditions are included for the exclusive benefit of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeVendors: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being Purchaser in this Agreement shall be true and correct as in all material respects at the Closing, except those representations and warranties qualified by a materiality qualification which shall be true and correct in all respects; (b) the covenants and conditions of the Purchaser to be performed and observed in this Agreement prior to or at Closing Time with the same force shall have been performed and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated herebyobserved; (c) the Corporation having complied with all covenantsreceipt of any Consents contemplated by this Agreement or otherwise necessary for this Agreement and the completion of the transactions contemplated herein, in form and content and upon such conditions, if any, acceptable to the Company, and satisfied all terms such approvals being in full force and effect; (d) during the Interim Period, there shall have been no event or change that has had or would be reasonably likely to have a Material Adverse Effect on the Purchaser; and (e) during the Interim Period, there shall have been no Order made or any Legal Proceedings commenced or threatened for the purpose, or which could have the effect, of preventing or restraining the completion of the transactions contemplated by this Agreement. 6.2 If any condition in section 6.1 hereof has not been fulfilled or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendors or the Company to comply with their obligations under this Agreement, then the Vendors may, without limiting any rights or remedies available to the Vendors at law or in equity, either: (a) terminate this Agreement by notice to the Purchaser; or (b) waive compliance with any such condition without prejudice to its right of termination in the event of the non-fulfillment of any other condition for its benefit. 6.3 The Purchaser shall not be obligated to complete the purchase of the Vendors Shares pursuant to this Agreement and the other transactions contemplated herein, unless each of the conditions listed below is satisfied, it being understood that the said conditions are included for the exclusive benefit of the Purchaser: (a) the representations and warranties of the Vendors and the Company in this Agreement shall be true and correct in all material respects at the Closing, except those representations and warranties qualified by a materiality qualification which shall be true and correct in all respects; (b) the covenants and conditions contained herein of the Vendors and the Company to be complied with performed and satisfied by the Corporation at or observed in this Agreement prior to or at Closing shall have been performed and observed in all material respects; (c) all outstanding securities of the Company convertible into Company Shares shall have been cancelled, including the Vendors Warrants, and the Company shall not have any convertible securities outstanding at Closing; (d) the Subscriber having completed receipt of any Consents necessary for this subscription agreement Agreement and the completion of the transactions contemplated herein, in form and content and upon such conditions, if any, acceptable to the Purchaser, and all such approvals being in full force and having paid effect; (e) during the principal amount Interim Period, there shall have been no event or change that has had or would be reasonably likely to have a Material Adverse Effect on the Company; (f) the Board of Directors of the Debentures subscribed for hereunder to Company shall have approved the Corporation in transfer of the manner Company Shares contemplated in this subscription agreement. IfAgreement, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereofthe Articles of the Company; (g) during the Interim Period, unless other arrangements there shall have been no Order made or any Legal Proceedings commenced or threatened for the purpose, or which could have the effect, of preventing or restraining the completion of the transactions contemplated by this Agreement; (h) the Purchaser shall be satisfied in its sole discretion with the Corporationresults of its due diligence review of the Company, Debenture Certificates endorsed by its businesse and affairs and the Corporation representing Patent Assets; and (i) the Debentures subscribed for hereunder will be Company shall have a minimum of CDN$185,000 in cash on hand, after deducting the expenses of its legal counsel incurred in connection with the completion of the transactions contemplated herein. 6.4 If any condition in section 6.3 hereof has not been fulfilled or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Purchaser to comply with its obligations under this Agreement, then the Purchaser may, without limiting any rights or remedies available for delivery to the Subscriber Purchaser at law or in Torontoequity, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates either: (a) terminate this Agreement by notice to the address set out Company; or (b) waive compliance with any such condition without prejudice to its right of termination in the event of the non-fulfillment of any other condition for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringbenefit.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below)) and the receipt of consents from certain prior investors. The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing; (d) the Agent not having previously terminated its obligations in connection with the Offering pursuant to the Agency Agreement; and (e) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation or the Agent in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied withwith or waived by the Agent, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. .. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offering.

Conditions of Closing. This subscription is subject The following are conditions precedent to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on Agents to complete the accuracy Closing and of the representations and warranties of Purchasers to purchase the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made Offered Securities at and as of the Closing Time, and the fulfillment of the following additional which conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madecovenants and agrees to use commercially reasonable efforts to fulfil within the time set out herein therefor, and which conditions may be waived in writing in whole or in part by the Agents: (a) the Corporation shall have received will cause its counsel, Fasken Xxxxxxxxx DuMoulin LLP, to deliver to the Agents a legal opinion addressed to the Agents dated and delivered on the Closing Date, in form and substance satisfactory to the Agents acting reasonably, with respect to the following matters: (i) as to the incorporation and valid existence of the Corporation and as to the corporate capacity, power and authority of the Corporation to carry out its obligations under this Agreement and to issue the Offered Securities; (ii) that the Corporation is a reporting issuer in each of the Qualifying Jurisdictions that recognizes the concept of a reporting issuer and is not noted on a list maintained by the Canadian Securities Regulators as being in default under Securities Laws in the Qualifying Jurisdictions; (iii) as to the authorized capital of the Corporation; (iv) that the Corporation has all necessary approvals corporate capacity and consentspower under the Laws of Canada to carry on its business as presently carried on and to own, including lease and operate its Assets and Properties; (v) that all necessary regulatory approvals corporate action has been taken by the Corporation to authorize the execution of the Final Prospectus and any Supplementary Material and the filing thereof with the Canadian Securities Regulators; (vi) that necessary corporate action has been taken by the Corporation to authorize the issuance of the Offered Securities and the Broker Warrants; (vii) that upon payment of the applicable purchase price therefor or upon due conversion of the Debentures (including those issued in connection with the issue of Additional Securities upon the exercise of the Over-Allotment Option), the Debenture Shares will be duly and validly issued as fully paid and non-assessable shares of the Corporation; (viii) that the Debentures have been duly authorized by the Corporation and upon their issuance in accordance with the terms of this Agreement and the Trust Indenture will constitute legally binding agreements of the Corporation, enforceable in accordance with the terms of the Trust Indenture; (ix) that the Warrants have been duly authorized by the Corporation and upon their issuance in accordance with the terms of this Agreement and the Warrant Indenture, will constitute legally binding agreements of the Corporation, enforceable in accordance with the terms of the Warrant Indenture; (x) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of the Transaction Documents and the performance of its obligations hereunder and thereunder and each of the Transaction Documents has been executed and delivered by the Corporation and constitute a legal, valid and binding obligation of the Corporation enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, liquidation, reorganization, moratorium and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution may be limited by applicable law; (xi) that none of the execution and delivery of any of the Transaction Documents, the performance by the Corporation of its obligations hereunder or thereunder nor the issuance, sale and delivery of the Offered Securities to be issued and sold by the Corporation at the Closing Time will conflict with or result in any breach of the articles of incorporation or by-laws of the Corporation, any resolutions of the directors or shareholders of the Corporation or any applicable corporate Law or Securities Laws of the Qualifying Jurisdictions; (xii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents (including the approval of the TSX) required for the completion appropriate regulatory authority in each of the transaction contemplated Qualifying Jurisdictions have been obtained by this subscription agreementthe Corporation to qualify the distribution to the public of the Offered Securities in each of the Qualifying Jurisdictions through investment dealers who are duly registered under applicable Securities Laws and who have complied with the relevant provisions of applicable Securities Laws; (xiii) that the rights, privileges, restrictions and conditions attaching to the Offered Securities conform in all material respects to the descriptions thereof contained in the Final Prospectus; (xiv) that the statements set forth in the Final Prospectus under the caption “Eligibility for Investment” are accurate, subject to the limitations and qualifications set out therein; and (xv) that subject only to the Standard Listing Conditions, the Debentures, the Warrants and the Underlying Shares have been conditionally approved for listing on the CSE. In connection with such opinion, counsel to the Corporation may rely on the opinions of local counsel in the Qualifying Jurisdictions acceptable to the Agents, acting reasonably, as to certain corporate and securities matters relating to the Corporation and as to the qualification for distribution of the Offered Securities or opinions may be given directly by local counsel of the Corporation with respect to those items and as to other matters governed by the laws of jurisdictions other than the province in which they are qualified to practise and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Corporation and others; (b) the Agents receiving at the Closing Time on the Closing Date, a legal opinion to be addressed to the Agents, in form and substance acceptable to the Lead Agents, acting reasonably, from counsel to the Subsidiaries (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers), that: (i) each of the Subsidiaries is a corporation existing under the laws of its jurisdiction of organization, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its Assets and Properties; and (ii) all of the issued and outstanding shares of capital of each of the Subsidiaries are registered in the name of the Corporation or another Subsidiary, of which 50% of the issued and outstanding shares are registered in the name of the Corporation or another Subsidiary; (c) the Agents will have received a regulatory opinion from the Corporation’s regulatory counsel that the Corporation and the Subsidiaries are in compliance with applicable state cannabis laws addressed to the Agents, such opinion to be in form and substance, acceptable to the Agents and their legal counsel, acting reasonably; (d) if any Offered Securities are sold in the United States, or to or for the account or benefit of, persons in the United States or U.S. Persons, the Agents receiving, at the Closing Time on the Closing Date, a legal opinion dated the Closing Date, to be addressed to the Agents, in form and substance acceptable to the Agents, acting reasonably, of Xxxxxx & Xxxxxxx LLP, special United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers of the Corporation), to the effect that the offer and sale in the United States of the Offered Securities is not required to be registered under the U.S. Securities Act if made in accordance with Schedule “A” to this Agreement; (e) the Agents will have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer or Chief Financial Officer of the Corporation, or such other officer(s) of the Corporation as the Agents may agree, certifying for and on behalf of the Corporation and without personal liability, to the best of the knowledge, information and belief of the persons so signing, with respect to: (i) the articles of incorporation and by-laws of the Corporation; (ii) the resolutions of the Corporation’s board of directors relevant to the issue and sale of the Offered Securities to be issued and sold by the Corporation and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (f) the Corporation will cause the Corporation’s Auditors to deliver to the Agents a comfort letter, dated as of the Closing Date, in form and substance satisfactory to the Agents, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letters referred to in subsection 5(a)(iii) hereof; (g) the Agents will have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer or Chief Financial Officer of the Corporation, or such other officers of the Corporation as the Agents may agree, certifying for and on behalf of the Corporation and without personal liability, to the best of the knowledge, information and belief of the persons so signing, after having made due enquiry and after having carefully examined the Final Prospectus and any Supplementary Material, that: (i) the Corporation has complied in all respects with all the covenants and satisfied in all respects all the 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 the Corporation contained herein being in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of at the Closing Time Time, with the same force and effect as if made at on and as of at the Closing Time Time, after giving effect to the transactions contemplated herebyby this Agreement; (ciii) the Corporation has obtained a receipt from the Principal Regulator under the Passport System and NP 11-202 evidencing that receipts have been issued by or on behalf of the Canadian Securities Regulators for the Final Prospectus and no order, ruling or determination having complied the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Securities Laws of the Qualifying Jurisdictions or by any regulatory authority; (iv) since the respective dates as of which information is given in the Final Prospectus: (A) there has been no material change (actual, anticipated, contemplated, threatened, financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, operations, prospects, capital or control of the Corporation and its Subsidiaries taken as a whole; and (B) no transaction has been entered into by either the Corporation or any of its Subsidiaries which is material to the Corporation on a consolidated basis, other than as disclosed in the Final Prospectus or the Supplementary Material, as the case may be; and (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact) contained in the Final Prospectus which fact or change is, or may be, of such a nature as to render any statement in the Final Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Final Prospectus or which would result in the Final Prospectus not complying with applicable Securities Laws; (h) all covenantsconsents, and satisfied all terms and conditions contained herein approvals, permits, authorizations or filings as may be required to be complied with and satisfied made or obtained by the Corporation at under applicable Securities Laws in the Qualifying Jurisdictions and the United States necessary for the offer and sale of the Offered Securities, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, will have been made or prior obtained, as applicable (other than, in respect of the Offering, the filing of reports required under applicable Securities Laws in the Qualifying Jurisdictions and the United States within the prescribed time periods and the filing of standard documents with the CSE, which documents will be filed as soon as practicable after the Closing Date and, in any event, within such deadline as may be imposed by such Securities Laws or the CSE) and the Agents will have received copies of correspondence indicating that the Corporation has obtained all necessary approvals for the Debentures, the Warrants and the Underlying Shares to be conditionally listed on the CSE, subject only to the ClosingStandard Listing Conditions; (di) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. IfAgents will have received, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to a certificate of compliance or status in respect of the Corporation and accepted by each of the Corporation andSubsidiaries, unless other arrangements acceptable which certificates will be dated no more than two Business Days prior to the Corporation Closing Date; and (j) the Agents will have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery received a certificate from Odyssey Trust Company as to the Subscriber in Toronto, Ontario number of Common Shares issued and outstanding as at the Closing Time. The Corporation will deliver such Debenture Certificates date immediately prior to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingClosing Date.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the 6.1 All obligations of the Corporation hereunder Purchaser and Overtech under this Agreement are conditional on subject to the accuracy fulfilment, at or prior to the Closing Date, of the following conditions: (a) The respective representations and warranties of the Subscriber Vendor and the GmbH contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and Agreement or in any event not later than the Closing Time unless Schedule hereto or certificate or other arrangements acceptable document delivered to the Corporation have been made: (a) the Corporation Purchaser and Overtech pursuant hereto shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being be substantially true and correct as of the date hereof and as of the Closing Time Date with the same force and effect as if though such representations and warranties had been made at on and as of such date, regardless of the date as of which the information in this Agreement or any such Schedule or certificate is given, and the Purchaser shall have received on the Closing Date certificates dated as of the Closing Date, in forms satisfactory to counsel for the Purchaser and Overtech and signed under seal by the Vendor and by two senior officers of the GmbH to the effect that their respective representations and warranties referred to above are true and correct on and as of the Closing Time after giving Date with the same force and effect as though made on and as of such date, provided that the acceptance of such certificates and the closing of the transactions herein provided for shall not be a waiver of the respective representations and warranties contained in Articles 3 and 4 or in any Schedule hereto or in any certificate or document given pursuant to this Agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of the Purchaser and Overtech; (b) the GmbH shall have caused to be delivered to the transactions Purchaser and Overtech either a certificate of an officer of the GmbH or, at the Purchaser's or Overtech’s election, an opinion of legal counsel acceptable to the Purchaser's or Overtech’s legal counsel, in either case, in form and substance satisfactory to the Purchaser or Overtech, dated as of the Closing Date, to the effect that: (i) the GmbH owns, possesses and has good and marketable title to its undertaking, property and assets, and without restricting the generality of the foregoing, those assets described in the balance sheet included in the GmbH Financial Statements, free and clear of any and all mortgages, liens, pledges, charges, security interests, encumbrances, actions, claims or demands of any nature whatsoever and howsoever arising; (ii) the GmbH has been duly incorporated, organized and is validly existing under the laws of Germany, it has the corporate power to own or lease its properties and to carry on its business that is now being conducted by it and is in good standing with respect to filings with the appropriate governmental authorities; (iii) the issued and authorized capital of the GmbH is as set out in this Agreement and all of the issued and outstanding shares have been validly issued as fully paid and non-assessable; (iv) all necessary approvals and all necessary steps and corporate proceedings have been obtained or taken to permit the GmbH Shares to be duly and validly transferred to and registered in the name of the Purchaser; and (v) the consummation of the purchase and sale contemplated hereby;by this Agreement, including, but not limited to, the transfer of the GmbH Shares to the Purchaser, will not be in breach of any laws of Germany , and, in particular but without limiting the generality of the foregoing, the execution and delivery of this Agreement by the Vendor and the GmbH has not breached and the consummation of the purchase and sale contemplated hereby will not be in breach of any laws of Germany or of any other country or state in which the Vendor is resident or the GmbH carries on business; and, without limiting the generality of the foregoing, that all corporate proceedings of the GmbH, its shareholders and directors and all other matters which, in the reasonable opinion of counsel for the Purchaser or Overtech, are material in connection with the transaction of purchase and sale contemplated by this Agreement, have been taken or are otherwise favourable to the completion of such transaction. (c) At the Corporation having complied with all covenantsClosing Date there shall have been no materially adverse change in the affairs, assets, liabilities, or financial condition of the GmbH or the Business (financial or otherwise) from that shown on or reflected in the GmbH Financial Statements. (d) No substantial damage by fire or other hazard to the Business shall have occurred prior to the Closing Date. (e) The GmbH shall have delivered to the Purchaser and satisfied all terms and Overtech those financial statements of the GmbH specified in paragraph 5.1 hereof. 6.2 In the event any of the foregoing conditions contained herein in paragraph 6.1 hereof are not fulfilled or performed at or before the Closing Date to the reasonable satisfaction of the Purchaser or Overtech, the Purchaser or Overtech may terminate this Agreement by written notice to the Vendor and in such event the Purchaser and Overtech shall be complied with and satisfied released from all further obligations hereunder but any of such conditions may be waived in writing in whole or in part by the Corporation Purchaser or Overtech without prejudice to its rights of termination in the event of the non-fulfilment of any other conditions. 6.3 All obligations of the Vendor under this Agreement are subject to the fulfilment, at or prior to the ClosingClosing Date, of the following conditions: (a) The representations and warranties of the Purchaser and Overtech contained in this Agreement or in any Schedule hereto or certificate or other document delivered to the GmbH and the Vendor pursuant hereto shall be substantially true and correct as of the date hereof and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date, regardless of the date as of which the information in this Agreement or any such Schedule or certificate is given, and the Vendor shall have received on the Closing Date a certificate dated as of the Closing Date, in a form satisfactory to the Vendor and signed under seal by two senior officers of the Purchaser and Overtech, to the effect that such representations and warranties referred to above are true and correct on and as of the Closing Date with the same force and effect as though made on and as of such date, provided that the acceptance of such certificate and the closing of the transaction herein provided for shall not be a waiver of the representations and warranties contained in Article 4 or in any Schedule hereto or in any certificate or document given pursuant to this Agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of the Vendor. (b) The Purchaser and Overtech shall have caused to be delivered to the Vendor either a certificate of an officer of the Purchaser and Overtech or, at the Vendor’s election, an opinion of legal counsel acceptable to counsel to the Vendor, in either case, in form and substance satisfactory to the Vendor, dated as of the Closing Date, to the effect that: (i) the Purchaser and Overtech have been duly incorporated and organized and are validly subsisting under the laws of the State of Nevada, each the Purchaser and Overtech has the corporate power to own or lease its properties and to carry on its business that is now being conducted by it and is in good standing with respect to all filings with the appropriate corporate authorities in Nevada and with respect to all annual and quarterly filings with the United States Securities and Exchange Commission; (dii) the Subscriber having completed this subscription agreement in full issued and having paid the principal amount authorized capital of the Debentures subscribed for hereunder Purchaser and Overtech are as set out in this Agreement and all issued shares have been validly issued as fully paid and non-assessable; (iii) all necessary approvals and all necessary steps and corporate proceedings have been obtained or taken to permit the Overtech Shares to be duly and validly allotted and issued to and registered in the name of the Vendor; (iv) the consummation of the purchase and sale contemplated by this Agreement, including, but not limited to, the issuance and delivery of the Overtech Shares to the Corporation Vendor, in consideration of the purchase of the GmbH Shares from the Vendor, will not be in breach of any laws of Nevada and, in particular, but without limiting the generality of the foregoing, the execution and delivery of this Agreement by the Purchaser and Overtech has not breached, and the consummation of the purchase and sale contemplated hereby will not be in breach of, any securities laws of the United States of America; and, without limiting the generality of the foregoing, that all corporate proceedings of the Purchaser and Overtech, their shareholders and directors and all other matters which, in the manner reasonable opinion of counsel for the GmbH, are material in connection with the transaction of purchase and sale contemplated in by this subscription agreement. IfAgreement, at have been taken or are otherwise favourable to the completion of such transaction. (c) At the Closing TimeDate there shall have been no materially adverse change in the affairs, assets, liabilities, financial condition or business (financial or otherwise) of the terms and Purchaser or Overtech from that shown on or reflected in the Overtech Audited Financial Statements. 6.4 In the event that any of the conditions contained herein have been complied with, this completed subscription agreement has been delivered in paragraph 6.3 hereof shall not be fulfilled or performed by the Purchaser or Overtech at or before the Closing Date to the Corporation reasonable satisfaction of the Vendor then the Vendor shall have all the rights and accepted by the Corporation and, unless other arrangements acceptable privileges granted to the Corporation have been madePurchaser under paragraph 6.2, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringmutatis mutandis.

Conditions of Closing. This subscription is The effectiveness of the Loan Agreement shall be subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable precedent to the Corporation have been madefirst advance under the Loan: (aA. Borrower and Guarantors shall have delivered to the Lender the fully executed Security Agreement, Note, financing statements and other letters, instruments and documents as Lender shall require, including, but not limited to, a Certificate of good standing of the Borrower and Guarantors certified by the Secretary of State or other appropriate governmental authority accompanied by a certificate from the appropriate officer of Borrower and Guarantors certifying that the copy attached to such certificate of the Articles of Incorporation is complete and that the Articles of Incorporation have not been amended, annulled, rescinded or revoked since the date they were certified by the Secretary of State or other appropriate governmental authority, a copy of the bylaws of the Borrower and Guarantors in effect on the date of the Loan Agreement accompanied by a certificate from an appropriate officer of Borrower and Guarantors that the copy is true and complete and that the Bylaws have not been amended, annulled, rescinded or revoked since the date of the Bylaws or the last amendment reflected in the copy, if any, and a certificate of the Secretary certifying the names and true signatures of the Borrower and Guarantors authorized to sign the Loan Agreement, the Security Agreement, the Note and any Other Agreements to be executed and delivered hereunder. B. The Borrower and Guarantors shall provide the Lender with a list(s) of all Indebtedness at the Corporation time of closing. C. All instruments and documents incident to the issuance and delivery of the Note shall be reasonably satisfactory in form and substance to the Lender and Lender's counsel and the Lender shall have received the executed Loan Agreement, the Security Agreement and all necessary approvals other documents which it may reasonably request in connection therewith and consents, including all necessary regulatory approvals copies of resolutions of Borrower and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to Guarantors authorizing the transactions contemplated hereby; (c) by the Corporation having complied with all covenantsLoan Agreement, such resolutions and satisfied all terms and conditions contained herein other documents, when appropriate, to be complied with and satisfied certified by appropriate corporate or governmental authorities. D. The Lender shall have received the Guaranty Agreements executed by the Corporation at or prior to the Closing; (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingGuarantors.

Conditions of Closing. This subscription is The purchase of, and payment for, the Series A Preferred Stock at the Closing shall be subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the continuing accuracy of the representations and warranties of the Subscriber Company and the Placement Agent as of the date hereof and as of the Closing, to the performance by the Company and Placement Agent of their respective obligations hereunder, and to the following conditions: (a) The Placement Agent's obligations as provided herein shall be subject to the accuracy of the representations, warranties and covenants of the Company herein contained in this subscription agreement as of the date hereof and as of the date of this subscription agreementthe Closing, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made: (a) performance by the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval Company of the TSX) required for the completion of the transaction contemplated by this subscription agreement;its obligations hereunder to be performed. (b) At the representations Closing, if any, the Company shall: (1) Accept subscriptions of qualifying potential purchasers that the Company reasonably believes to be qualified investors under Regulation D and/or Regulation S and warranties the State Acts and on the Agreed List, in accordance with the Memorandum. Notwithstanding the foregoing, the Company may reject the subscription of any qualifying purchaser if (A) a potential purchaser is a competitor, or an affiliate of a competitor, of the Corporation contained herein being true Company, or (B) the Company deems it prudent and correct as in the best interests of the Closing Time Company to reject such subscription; provided further, that the acceptance of any subscription by the Company may not be unreasonably withheld. The Company agrees that if the Company rejects the subscription of a qualifying purchaser for the reasons set forth in clause (B) above (each, a “Rejected Purchaser”), at the Closing, or any closing held by the Company, the Company shall pay the Placement Agent a cash payment in the amount of one (1%) percent of the aggregate gross proceeds that the Company would have received if it would have accepted the subscription of the Rejected Purchaser at such closing. (2) Instruct the Escrow Agent, jointly with the same force and effect as if made at and as Placement Agent, to release the proceeds of the Closing Time after giving effect Offering to the transactions contemplated hereby;Company, net of compensation payable to the Placement Agent and any rejected subscription amounts to be returned to subscribers. (3) Provide for the issuance of certificates representing the Securities, which certificates will be delivered to subscribers within ten (10) business days of the Closing, or as otherwise described in the Memorandum. (c) At the Corporation having complied with Closing, if any, the Placement Agent shall: (1) Deliver to the Company all covenantssubscription agreements that the Company agrees are acceptable. (2) Instruct the Escrow Agent to release the proceeds of the Offering to the Company, net of compensation payable to the Placement Agent and satisfied all terms and conditions contained herein any rejected subscription amounts to be complied with and satisfied by returned to subscribers. (3) Receive from the Corporation at Company, or prior give assignment instructions for, all compensation payable to the Closing; (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingPlacement Agent.

Conditions of Closing. This subscription The Subscriber acknowledges, on its own behalf and, if applicable, on behalf of a Disclosed Principal for whom it is acting hereunder, that the Corporation’s obligation to sell the Offered Shares to the Subscriber is subject to acceptance by the Corporation (as described below). The Offering is conditional uponto, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeconditions: (a) the Subscriber executing and returning to the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval documents required by applicable Securities Laws for delivery on behalf of the TSX) required for Subscriber including, without limitation, all applicable Schedules attached hereto as set out in Section 4.3 above, by no later than the completion of date and time set out on the transaction contemplated by this subscription agreementface page hereof; (b) the Corporation having obtained all necessary approvals and consents relating to the issue and sale of the Offered Shares (including those that may be required under applicable Securities Laws), including final acceptance by the TSXV and any other required regulatory approvals to permit the completion of the transactions contemplated hereby; (c) the offer, issue, sale and delivery of the Offered Shares to the Subscriber being exempt from the requirements to file a prospectus or deliver an offering memorandum (as defined in applicable Securities Laws, including Ontario Securities Commission Rule 14-501- Definitions) or any similar document under applicable Securities Laws and other applicable securities laws relating to the distribution of the Offered Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale and distribution without the requirement of filing a prospectus or delivering an offering memorandum or any similar document; and (d) the representations and warranties set out herein, including in the Schedules attached hereto, of the Corporation contained herein Subscriber being true and correct as at the Closing Time. The obligations of the Subscriber to purchase the Offered Shares is subject to, among other things, the conditions that: (e) the representations and warranties contained in this Agreement made by the Corporation being true and correct when made and as at the Closing Time with the same force and effect as if they had been made at on and as of the Closing Time after giving effect to the transactions contemplated herebyTime; (cf) the Corporation having complied with all covenants, and satisfied all terms agreements and conditions contained herein in this Agreement to be complied with and satisfied performed by the Corporation at on or prior to the Closing;Closing Date shall have been performed or complied with in all material respects; and (dg) the Subscriber having completed this subscription agreement in full Corporation executing and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery delivering to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to ancillary rights agreement attached hereto as Schedule “B” (the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offering“Ancillary Rights Agreement”).

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional is relying on the accuracy truth of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than prior to the Closing Time unless other arrangements acceptable to the Corporation have been madeTime: (a) at or prior to the time and date specified by the Corporation shall have received all necessary approvals to the Subscriber: (i) the Subscriber having made payment of the Subscription Amount in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and consentsAddress: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code: (ii) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all necessary regulatory approvals applicable Schedules attached hereto) to: MedMen Enterprises, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy to: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0 (iii) if the Subscriber is a U.S. Purchaser, the Subscriber having properly completed, signed and consents delivered Schedule “A”; (including iv) if the approval of Subscriber is not a U.S. Purchaser, the TSX) required for the completion of the transaction contemplated by this subscription agreementSubscriber having properly completed, signed and delivered Schedule “B”; (b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise; (c) the representations and warranties of the Corporation contained Subscriber set forth herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the ClosingTime; (d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having completed this subscription agreement been performed or complied with in full all respects by the Subscriber; (e) the Corporation having obtained all necessary approvals, waivers, acknowledgements and having paid the principal amount consents in respect of the Debentures subscribed for hereunder Offering; (f) the Corporation having accepted the Subscriber’s subscription, in whole or in part; and (g) the issue and sale of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the Corporation in sale of the manner contemplated in this subscription agreement. IfShares, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to or the Corporation and accepted by having received such orders, consents or approvals as may be required to permit such sale without the Corporation and, unless other arrangements acceptable requirement to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringfile a prospectus or registration statement.

Conditions of Closing. This subscription is The obligations of Seller and Buyer to close under this Agreement shall be subject to acceptance the following conditions of Closing (any of which may be waived by the Corporation party for whose benefit the condition exists): (as described below). The Offering is conditional upona) All necessary corporate approvals of Seller and Buyer to this Agreement and all of the transactions contemplated by this Agreement shall have been obtained, among and the Secretaries of THC and the Subsidiaries and of Buyer shall deliver to the other things, the Corporation obtaining TSX party at Closing a certificate evidencing such corporate approval and setting forth the Underlying Securities not being subject names of the officers authorized to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold periodact for each party. The Subscriber In this regard, Seller acknowledges and agrees that Buyer shall provide Seller with a certified copy of Buyer's resolution of its Board of Directors authorizing this transaction as soon as reasonably practicable following the obligations of the Corporation hereunder are conditional on the accuracy of the Closing Date. (b) The representations and warranties of the Subscriber Seller and Buyer contained in this subscription agreement as of the date of this subscription agreement, Agreement shall be true and as of the Closing Time as if made correct in all material respects at and as of the Closing Timetime of Closing, and a certificate to that effect shall be furnished to Buyer by an officer of Seller and to Seller and the fulfillment of Subsidiaries by the following additional conditions as soon as possible and in any event not later than Buyer at the Closing Time unless other arrangements acceptable to the Corporation have been made: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby;Closing. (c) the Corporation having Seller and Buyer shall each have executed, performed and complied with all covenants, and satisfied all terms and conditions contained herein agreements required to be executed, performed and complied with and satisfied by the Corporation at or each of them under this Agreement prior to or at the Closing;. (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount Any third party consents or licenses required for consummation of the Debentures subscribed transactions contemplated by this Agreement or for hereunder Buyer's operation of the Seller's business shall have been obtained or otherwise provided for under the Interim Management Agreement. (e) There shall have been no material adverse change in the financial condition of Seller, determined on a consolidated basis, or the Purchased Assets. (f) Each party shall furnish to the Corporation other with certificates dated on or reasonably before the Closing Date and issued by the appropriate governmental offices of each state in which Seller and Buyer are incorporated and doing business that confirm that Seller and Buyer are in existence and that they have paid all required and appropriate franchise or other corporate taxes in the manner contemplated in this subscription agreementstates of their incorporation. If, at Seller acknowledges and agrees that Buyer shall deliver to Seller a certificate of existence and good standing issued by the appropriate governmental agency of the State of Nevada as soon as is reasonably practicable following the Closing Time, Date. (g) The Bankruptcy Court shall have entered a final nonappealable order approving the terms of the Purchase Agreement and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringtransactions contemplated thereunder.

Conditions of Closing. This subscription is 14.1 The Agents’ obligations under this Agreement shall be subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not following conditions being subject fulfilled on or prior to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeDate: (a) the Corporation Agents shall have received a legal opinion dated as of the Closing Date addressed to the Agents from the Corporation's counsel (who may rely upon the opinions of local counsel) in form and content to the satisfaction of the Agents’ counsel with respect to all such matters as the Agents may reasonably request, including, without limitation, the following: (i) each of the Corporation and the Material Subsidiaries has been duly created, incorporated, amalgamated or continued, as the case may be, and is existing and has all requisite power and authority to carry on its respective business as now conducted by it and to own or lease its properties and assets as now conducted, and to execute, deliver and, with respect to the Corporation, to perform its obligations under this Agreement; (ii) all necessary approvals actions have been taken by the Corporation to validly create, issue, sell and consentsdeliver the Units, including all necessary regulatory approvals the Common Shares and consents the Warrants to the Purchasers and the Compensation Warrants to the Agents; (including iii) the approval Corporation has duly reserved and allotted for issuance the Common Shares, the Warrants, the Compensation Warrants, and the Underlying Shares issuable by it; (iv) the attributes of the TSXUnits and Agents’ Warrants are consistent in all material respects with the description thereof contained under the heading “Description of Securities Distributed” in the Final Prospectus; (v) required each of this Agreement, the Warrants and the Compensation Warrants has been duly authorized, executed and delivered on behalf of the Corporation and is a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms; (vi) the offering, issue and sale by the Corporation of the Units in accordance with the terms of this Agreement and the issuance and delivery of the Underlying Shares issuable upon exercise of the Warrants and the Compensation Warrants, as the case may be, and the performance of and compliance by the Corporation with the terms of this Agreement does not and will not conflict with or result in a breach of, or constitute a default under any applicable laws in British Columbia or any laws of Canada applicable therein or any term or provision of the articles, by-laws or resolutions of the directors or shareholders of the Corporation, or any judgement, decree, order, statute, rule or regulation applicable to the Corporation or the Material Subsidiaries which default or breach could have a Material Adverse Effect on the Corporation; (vii) the authorized capital of the Corporation only consists of an unlimited number of Common Shares; (viii) the Corporation is the owner of all of the issued and outstanding securities of the Material Subsidiaries; (ix) the Common Shares, the Warrants and the Compensation Warrants have been validly created and issued by the Corporation and, upon the Corporation receiving payment of the purchase price for the completion Units, the Common Shares, the Warrants and the Compensation Warrants, as the case may be, will be validly issued and outstanding as fully paid and non- assessable securities of the transaction contemplated Corporation; (x) the Underlying Shares have been validly created by this subscription agreementthe Corporation and, upon the exercise of the Warrants and the Compensation Warrants, as applicable, in accordance with their terms, the Underlying Shares so issuable will be validly issued and outstanding as fully paid and non- assessable Common Shares of the Corporation; (xi) the issuance of the Units, and the Common Shares and the Warrants issuable upon the exercise of the Units, and the Compensation Warrants and the Underlying Shares issuable upon the exercise of the Warrants and the Compensation Warrants have been accepted by the TSXV and the Common Shares and the Underlying Shares have been accepted for listing on the TSXV (subject to the Standard Listing Conditions); (xii) the Units, consisting of the Common Shares and the Warrants, and the Underlying Shares on the date of issue, will be qualified investments under the Income Tax Act (Canada) (the "Tax Act") and the Income Tax Regulations for trusts governed by a registered retirement savings plan, registered retirement income fund, deferred profit sharing plan and registered education savings plan and will not be a prohibited investment for a registered pension plan under the Tax Act and the Income Tax Regulations. The Units, consisting of the Common Shares and the Warrants, and the Underlying Shares will not, on the date of issue, constitute "foreign property" for the purposes of Part XI of the Tax Act; (xiii) the Corporation is a "reporting issuer" under Securities Act (British Columbia) and is not included in a list of defaulting reporting issuers maintained by the British Columbia Securities Commission. The Corporation is also a "reporting issuer" or the equivalent under the Securities Laws of each of the provinces of British Columbia, Alberta and on Closing, in Ontario and is not included on a list of defaulting reporting issuers (or equivalent) maintained pursuant to such legislation; (xiv) the Transfer Agents, at its principal office in Vancouver, has been duly appointed as the transfer agent and registrar for the Common Shares; (xv) that no prospectus, offering memorandum or other document is required under the securities laws of the Qualifying Jurisdictions, and except as have been obtained or completed, no proceeding is required to be taken and no approval, consent or authorization of or filing with the TSXV or any securities regulatory authority in the Qualifying Jurisdictions is required in order to permit the issuance of the Underlying Shares upon the exercise of the Warrants or the Compensation Warrants, as the case may be; and (xvi) that no prospectus, offering memorandum or other document is required to be filed, no proceeding required to be taken and no approval, permit, consent or authorization is required to be obtained under the securities laws of the Qualifying Jurisdictions in connection with the first trade of the Underlying Shares in the Qualifying Jurisdictions through brokers or dealers properly registered under such securities laws, provided that: A. a receipt was obtained for a prospectus qualifying the distribution of the Warrants and the Compensation Warrants; B. the trade is not a “control distribution” as defined in NI 45-102; and C. the Corporation is a reporting issuer at the time of the trade. (b) the Agents will have received certificates dated as at the Closing Date signed by those senior officers of the Corporation as may be acceptable to the Agents, acting reasonably, in form and content satisfactory to the Agents, acting reasonably, with respect to all such matters as the Agents may reasonably request, including the following: (i) the constating documents of the Corporation; (ii) the resolutions of the directors of the Corporation relevant to the allotment, issue and sale of the Units, the Compensation Warrants and the Underlying Shares, as applicable, and the authorization of the other agreements and transactions contemplated by this Agreement; (iii) the incumbency and signatures of signing officers of the Corporation; and (iv) without bringing forward any date expressly referenced in a specific representation, the representations and warranties of the Corporation contained herein being in this Agreement are true and correct as of the Closing Time Date with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated herebyDate; (c) all actions required to be taken by or on behalf of the Corporation and all requisite filings with governmental authorities, Securities Commissions or courts will have occurred at or prior to the Closing Time so as to validly create and issue the Units and the Compensation Warrants; (d) the issuance of the Units and Compensation Warrants will have been accepted by the TSXV and the Common Shares and the Underlying Shares will have been approved for listing and posting for trading on the TSXV (subject only to Standard Listing Conditions); (e) the Agents will have received such other certificates (including bringdown certificates), opinions, agreements, materials or documents, in form and substance satisfactory to the Agents, as the Agents may reasonably request; (f) the Corporation having complied with all covenants, covenants contained herein and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation it at or prior to the Closing;completion of the Offering; and (dg) the Subscriber having completed this subscription agreement diligence conducted by the Agents shall not have revealed any adverse material change or material fact in full and having paid the principal amount respect of the Debentures subscribed for hereunder Corporation or the Material Subsidiaries not generally known to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein public which should have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringpreviously disclosed.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional is relying on the accuracy truth of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than prior to the Closing Time unless other arrangements acceptable to Time, in accordance with the Corporation have been madeinstructions provided on page 1 of this Subscription Agreement: (a) on or before January 22, 2020, payment by the Subscriber to the Corporation shall have received of the Subscription Amount; (b) on or before January 22, 2020, the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules and Exhibits hereto); (c) on before January 22, 2020, the Subscriber having properly completed, signed and delivered (i) Schedule “B” (the Accredited Investor Status Certificate), and (ii) Exhibit “A” and Exhibit “B” to Schedule “B” if subscribing under categories (j), (k) or (l) of the Accredited Investor Status Certificate; (d) on before January 22, 2020, if the Subscriber is not an individual and (i) holds, or will hold upon completion of the Offering, more than 5% of the issued and outstanding Common Shares on a Diluted or Undiluted basis; (ii) is, or will upon completion of the Offering be, an Insider; or (iii) is an Aggregate Pro Group placee, and a TSXV Corporate Placee Registration Form has not previously been filed with the TSXV or is not current, the Subscriber having properly completed, signed and delivered the form set out as Schedule “C” hereto; (e) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by Securities Laws for delivery by the Corporation on behalf of the Subscriber; (f) the Corporation having obtained all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval in respect of the TSX) required for the completion of the transaction contemplated by this subscription agreementOffering; (bg) the representations issue and warranties sale of the Corporation contained herein Units being true exempt from the requirement to file a prospectus and correct as the requirement to deliver an offering memorandum under applicable securities legislation relating to the sale of the Closing Time with Units, or the same force and effect Corporation having received such orders, consents or approvals as if made at and as of may be required to permit such sale without the Closing Time after giving effect requirement to the transactions contemplated hereby;file a prospectus or deliver an offering memorandum; and (ch) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing; (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount obtained conditional approval of the Debentures subscribed TSXV for hereunder to the Corporation in listing of the manner contemplated in this subscription agreement. If, at Unit Shares and the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingWarrant Shares.

Conditions of Closing. This subscription is subject 6.1 The Vendors shall not be obligated to acceptance by complete the Corporation (as described below). The Offering is conditional upon, among other things, sale of the Corporation obtaining TSX approval Vendors Shares pursuant to this Agreement and the Underlying Securities not other transactions contemplated herein, unless each of the conditions listed below is satisfied, it being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees understood that the obligations said conditions are included for the exclusive benefit of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeVendors: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being Purchaser in this Agreement shall be true and correct as in all material respects at the Closing, except those representations and warranties qualified by a materiality qualification which shall be true and correct in all respects; (b) the covenants and conditions of the Purchaser to be performed and observed in this Agreement prior to or at Closing Time with the same force shall have been performed and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated herebyobserved; (c) the Corporation having complied with all covenantsreceipt of any Consents contemplated by this Agreement or otherwise necessary for this Agreement and the completion of the transactions contemplated herein, in form and content and upon such conditions, if any, acceptable to the Company, and satisfied all terms such approvals being in full force and effect; (d) during the Interim Period, there shall have been no event or change that has had or would be reasonably likely to have a Material Adverse Effect on the Purchaser; and (e) during the Interim Period, there shall have been no Order made or any Legal Proceedings commenced or threatened for the purpose, or which could have the effect, of preventing or restraining the completion of the transactions contemplated by this Agreement. 6.2 If any condition in section 6.1 hereof has not been fulfilled or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendors or the Company to comply with their obligations under this Agreement, then the Vendors may, without limiting any rights or remedies available to the Vendors at law or in equity, either: (a) terminate this Agreement by notice to the Purchaser; or (b) waive compliance with any such condition without prejudice to its right of termination in the event of the non-fulfillment of any other condition for its benefit. 6.3 The Purchaser shall not be obligated to complete the purchase of the Vendors Shares pursuant to this Agreement and the other transactions contemplated herein, unless each of the conditions listed below is satisfied, it being understood that the said conditions are included for the exclusive benefit of the Purchaser: (a) the representations and warranties of the Vendors and the Company in this Agreement shall be true and correct in all material respects at the Closing, except those representations and warranties qualified by a materiality qualification which shall be true and correct in all respects; (b) all outstanding securities of the Company convertible into Company Shares shall have been cancelled, including the Vendors Warrants and the Vendors Options, and the Company shall not have any convertible securities outstanding at Closing; (c) the covenants and conditions contained herein of the Vendors and the Company to be complied with performed and satisfied by the Corporation at or observed in this Agreement prior to the Closingor at Closing shall have been performed and observed in all material respects; (d) the Subscriber having completed receipt of any Consents necessary for this subscription agreement Agreement and the completion of the transactions contemplated herein, in form and content and upon such conditions, if any, acceptable to the Purchaser, and all such approvals being in full force and having paid effect; (e) during the principal amount Interim Period, there shall have been no event or change that has had or would be reasonably likely to have a Material Adverse Effect on the Company; (f) the Board of Directors of the Debentures subscribed for hereunder to Company shall have approved the Corporation in transfer of the manner Company Shares contemplated in this subscription agreement. IfAgreement, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereofthe Articles of the Company; and (g) during the Interim Period, unless other arrangements there shall have been no Order made or any Legal Proceedings commenced or threatened for the purpose, or which could have the effect, of preventing or restraining the completion of the transactions contemplated by this Agreement. 6.4 If any condition in section 6.3 hereof has not been fulfilled or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Purchaser to comply with its obligations under this Agreement, then the CorporationPurchaser may, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be without limiting any rights or remedies available for delivery to the Subscriber Purchaser at law or in Torontoequity, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates either: (a) terminate this Agreement by notice to the address set out Company; or (b) waive compliance with any such condition without prejudice to its right of termination in the event of the non-fulfillment of any other condition for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringbenefit.

Conditions of Closing. This subscription The Subscriber acknowledges that the Issuer’s obligation to sell the Securities to the Subscriber is subject to acceptance by the Corporation (as described below). The Offering is conditional uponto, among other things, the Corporation obtaining TSX approval following conditions: (a) the Subscriber or Disclosed Beneficial Subscriber, if any, for whom the Subscriber is acting as trustee or agent executes and returns to the Underlying Issuer all documents required by applicable “Securities not being subject to a hold period Laws” for delivery on behalf of more than four months the Subscriber or Disclosed Beneficial Subscriber, if any, for whom the Subscriber is acting as trustee or agent including, without limitation, all applicable schedules attached hereto on or before the Closing Time; (b) the issue and one day sale and delivery of the Subscriber’s Securities are exempt from the requirements to file a prospectus (as defined under applicable Securities Laws) or any similar document under applicable Securities Laws and other applicable securities laws relating to the sale of the Subscriber’s Securities, or that the Issuer has received such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus; and (c) the representations and warranties set out herein, including in the schedules hereto, of the Subscriber are true and correct as at the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold periodTime. The Subscriber acknowledges and agrees that the obligations Issuer may be required to provide to the Securities Commissions a list setting out the identities of the Corporation hereunder are conditional on the accuracy beneficial subscribers of the representations and warranties of Securities. Notwithstanding that the Subscriber contained in this subscription agreement may be purchasing Securities as an agent on behalf of an undisclosed beneficial subscriber (if permissible under the date of this subscription agreementrelevant Securities Laws), and the Subscriber agrees to provide, on request, particulars as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made: (a) identity of such undisclosed beneficial subscriber as may be required by the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being true and correct as of the Closing Time Issuer in order to comply with the same force foregoing and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing; (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingSecurities Laws.

Conditions of Closing. This subscription is 7.1 The obligation of the Purchaser to purchase the Debentures contemplated hereby will be subject to acceptance the fulfilment on or before Closing of the following terms and conditions, compliance with which may be waived in whole or in part by the Corporation Purchaser in its discretion and upon such terms as it may consider appropriate: (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of a) the representations and warranties of the Subscriber Companies contained herein will be true in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made all material respects at and as of closing as though such representations and warranties were made again at and as of such time and at Closing the Companies will have delivered to the Purchaser a certificate, in form and substance satisfactory to the Purchaser, reaffirming such representations and warranties; (b) there has not occurred any adverse material changes in the affairs or prospects of the Company or its subsidiaries, as determined by the Purchaser; (c) the average closing price for the common shares of the Company for the ten trading days immediately prior to Closing is not less than 50% of the conversion price of the Debentures during the first year of the term thereof; (d) the Purchaser’s investment committee shall have approved the Purchase of the Purchaser’s Debentures; (e) the Companies will have performed and complied with all covenants, agreements and conditions required hereby to be performed or complied with by the Companies prior to Closing; (f) the Exchange will have issued its final acceptance of the issuance of the Securities as contemplated by the terms of this Agreement; (g) no order (draft or otherwise), judgment, injunction, decree, award or writ of any court, tribunal, arbitrator, government agency or other person will have been entered that prohibits or restricts the Closing Timeor which, in the opinion of the Purchaser, acting reasonably, could prevent or restrict any party hereto from performing any of its obligations hereunder; and (h) the Purchaser will have received a favourable written opinion of the Company’s counsel dated the date of Closing satisfactory in scope and substance to the fulfillment Purchaser and its counsel acting reasonably. 7.2 The obligation of the Companies to complete the subscription contemplated hereby will be subject to the fulfilment on or before Closing of the following additional conditions terms and conditions, compliance with which may be waived in whole or in part by the Company in its discretion and upon such terms as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeit may consider appropriate: (a) the Corporation shall have received all necessary approvals and consentsPurchaser or, if applicable, the Disclosed Principal, as the case may be, has delivered to the Companies a fully executed copy of this Agreement, including all necessary regulatory approvals Schedule “B” and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreementSchedule “C”; (b) the representations and warranties of the Corporation Purchaser contained herein being will be true in all material respects on and correct as of the Closing Time with the same force as though such representations and effect as if warranties were made at and as of the Closing Time after giving effect to the transactions contemplated herebysuch time; (c) the Corporation having Purchaser will have performed and complied with all covenants, and satisfied all terms agreements and conditions contained herein required hereby to be performed or complied with by it up to and satisfied by the Corporation at or prior to including the Closing; (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount Exchange will have issued its final acceptance of the Debentures subscribed for hereunder to issuance of the Corporation Securities contemplated by the terms of this Agreement; and (e) no order (draft or otherwise), judgment, injunction, decree, award or writ of any court, tribunal, arbitrator, governmental agency or other person will have been entered that prohibits or restricts the Closing or which, in the manner contemplated in this subscription agreement. Ifopinion of the Company, at the Closing Timeacting reasonably, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing could prevent or restrict any party hereto from performing any of its Offeringobligations hereunder.

Conditions of Closing. This subscription is subject 6.1 The Vendors shall not be obligated to acceptance by complete the Corporation (as described below). The Offering is conditional upon, among other things, sale of the Corporation obtaining TSX approval Vendors Shares pursuant to this Agreement and the Underlying Securities not other transactions contemplated herein, unless each of the conditions listed below is satisfied, it being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees understood that the obligations said conditions are included for the exclusive benefit of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeVendors: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being Purchaser in this Agreement shall be true and correct as in all material respects at the Closing, except those representations and warranties qualified by a materiality qualification which shall be true and correct in all respects; (b) the covenants and conditions of the Purchaser to be performed and observed in this Agreement prior to or at Closing Time with the same force shall have been performed and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated herebyobserved; (c) the Corporation having complied with all covenantsreceipt of any Consents contemplated by this Agreement or otherwise necessary for this Agreement and the completion of the transactions contemplated herein, in form and content and upon such conditions, if any, acceptable to the Company, and satisfied all terms such approvals being in full force and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closingeffect; (d) during the Subscriber having completed Interim Period, there shall have been no event or change that has had or would be reasonably likely to have a Material Adverse Effect on the Purchaser; and (e) during the Interim Period, there shall have been no Order made or any Legal Proceedings commenced or threatened for the purpose, or which could have the effect, of preventing or restraining the completion of the transactions contemplated by this subscription agreement Agreement. 6.2 If any condition in section 6.1 hereof has not been fulfilled or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendors or the Company to comply with their obligations under this Agreement, then the Vendors may, without limiting any rights or remedies available to the Vendors at law or in equity, either: (a) terminate this Agreement by notice to the Purchaser; or (b) waive compliance with any such condition without prejudice to its right of termination in the event of the non-fulfillment of any other condition for its benefit. 6.3 The Purchaser shall not be obligated to complete the purchase of the Vendors Shares pursuant to this Agreement and the other transactions contemplated herein, unless each of the conditions listed below is satisfied, it being understood that the said conditions are included for the exclusive benefit of the Purchaser: (a) the representations and warranties of the Vendors and the Company in this Agreement shall be true and correct in all material respects at the Closing, except those representations and warranties qualified by a materiality qualification which shall be true and correct in all respects; (b) the covenants and conditions of the Vendors and the Company to be performed and observed in this Agreement prior to or at Closing shall have been performed and observed in all material respects; (c) the receipt of any Consents necessary for this Agreement and the completion of the transactions contemplated herein, in form and content and upon such conditions, if any, acceptable to the Purchaser, and all such approvals being in full force and having paid effect; (d) during the principal amount Interim Period, there shall have been no event or change that has had or would be reasonably likely to have a Material Adverse Effect on the Company; (e) the Board of Directors of the Debentures subscribed for hereunder to Company shall have approved the Corporation in transfer of the manner Company Shares contemplated in this subscription agreement. IfAgreement, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereofthe Articles of the Company; and (f) during the Interim Period, unless other arrangements there shall have been no Order made or any Legal Proceedings commenced or threatened for the purpose, or which could have the effect, of preventing or restraining the completion of the transactions contemplated by this Agreement. 6.4 If any condition in section 6.3 hereof has not been fulfilled or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Purchaser to comply with its obligations under this Agreement, then the CorporationPurchaser may, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be without limiting any rights or remedies available for delivery to the Subscriber Purchaser at law or in Torontoequity, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates either: (a) terminate this Agreement by notice to the address set out Company; or (b) waive compliance with any such condition without prejudice to its right of termination in the event of the non-fulfillment of any other condition for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringbenefit.

Conditions of Closing. This subscription The Subscriber acknowledges and agrees (on its own behalf and, if applicable, on behalf of the Disclosed Principal) that as the sale of the Units will not be qualified by a prospectus, such sale and issuance is subject to acceptance the condition that the Subscriber (or, if applicable, the Disclosed Principal for whom it is contracting hereunder) sign and return to the Corporation and/or the Agent all relevant documentation required by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold periodLaws. The Subscriber acknowledges and agrees that the Corporation and/or the Agent may be required to provide the Securities Regulators with a list setting forth the identities of the Disclosed Principal, if any. Notwithstanding that the Subscriber may be purchasing Units as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of the Disclosed Principal or any undisclosed principal as may be required by the Corporation in order to comply with the foregoing. The Subscriber acknowledges and agrees (on its own behalf and, if applicable, on behalf of the Disclosed Principal) that the obligations of the Corporation hereunder are conditional on the accuracy and truth of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeTime: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including accepts the approval of the TSX) required for the completion of the transaction contemplated by this Subscriber's subscription agreementin whole or in part; (b) unless other arrangements acceptable to the representations and warranties Agent have been made, payment by the Subscriber of the Corporation contained herein being true and correct as Subscription Price by certified cheque or bank draft in United States dollars payable to “Xxxxxxx Xxxxx LLP in Trust” or by wire transfer of the Closing Time with the same force and effect as if made at and as Subscription Price in United States dollars to: Xxxxxxx Xxxxx LLP Trust Account TD Canada Trust 00 Xxxx Xxxxxx Xxxx & Xxx Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Transit No.: 10202-004 Account No.: 0690-0000000 Swift Code No.: XXXXXXXXXXX Bank of the Closing Time after giving effect America NY, NY ABA No.: 026 009 593 Swift Code No.: XXXXXX0XXXX To be forwarded to the transactions contemplated hereby;TD Canada Trust (c) the Corporation Subscriber having complied with all covenantsproperly completed, signed and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing;delivered this Subscription Agreement to: Kingsmill Capital Partners Inc. 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxx 000X Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Xxxxx Xxxxx Fax: 000-000-0000 (d) the Subscriber having completed this subscription agreement in full properly completed, signed and having paid the principal amount delivered one of the Debentures subscribed for hereunder to certificates as set forth in Schedule “A” or Schedule “B” hereto, as applicable; (e) the Corporation in the manner contemplated in this subscription agreement. IfSubscriber having properly completed, at the Closing Time, the terms signed and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by such other documents as may be required pursuant to terms of this Subscription Agreement; and (f) the Corporation andobtaining all orders, unless other arrangements acceptable permits, approvals, waivers, consents, licenses or similar authorizations of the Securities Regulators necessary to complete the Corporation have been madeoffer, sale and issuance of the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingSecurities.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). 5.1 The Offering is conditional upon, among other things, the Corporation obtaining TSX approval Company and the Underlying Securities Vendors shall not being subject be obligated to a hold period complete the sale of more than four months and one day from the Closing Date Vendors Shares pursuant to this Agreement and the Common Shares other transactions contemplated herein, unless each of the conditions listed below is satisfied, it being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees understood that the obligations said conditions are included for the exclusive benefit of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, Company and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeVendors: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being Purchaser in this Agreement shall be true and correct in all material respects as of the Closing Time with the same force and effect as if made at singing of this Agreement and as of the Closing Time after giving effect Date; (b) the covenants and conditions of the Purchaser to the transactions contemplated herebybe performed and observed in this Agreement prior to or at Closing shall have been performed and observed in all material respects; (c) the Corporation having complied with all covenantsreceipt of the Exchange Approval, Shareholder Approval and any other consents contemplated by this Agreement or otherwise necessary for this Agreement and the completion of the transactions contemplated herein, and satisfied the Consideration Shares and the TJU Consideration Shares having been approved for listing on the Exchange, and all terms such approvals being in full force and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closingeffect; (d) the Subscriber Purchaser Financing shall have been completed; (e) the TJU Issuance shall have been completed; (f) the TJU Exchange Agreement shall have been executed by TJU and Purchaser and upon Closing the TJU Consideration Shares shall be issued to TJU by Purchaser pursuant to the TJU Exchange Agreement; (g) the Assignment Consent shall have been obtained from TJU; (h) there shall have been no event or change that has had or would be reasonably likely to have a Material Adverse Effect on the Purchaser; (i) there shall have been no order made or any Legal Proceedings commenced or threatened for the purpose, or which could have the effect, of preventing or restraining the completion of the transactions contemplated by this Agreement; and (j) the Closing Date occurs prior to the End Date. 5.2 If any condition in Section 5.1 has not been fulfilled or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendors or the Company to comply with their obligations under this Agreement, then the Company may, without limiting any rights or remedies available at law or in equity, either: (a) terminate this Agreement by notice to the Purchaser; or (b) waive compliance with any such condition without prejudice to its right of termination in the event of the non-fulfillment of any other condition for its benefit. 5.3 The Purchaser shall not be obligated to complete the purchase of the Vendors Shares pursuant to this Agreement and the other transactions contemplated herein, unless each of the conditions listed below is satisfied, it being understood that the said conditions are included for the exclusive benefit of the Purchaser: (a) the representations and warranties of the Vendors and the Company in this Agreement shall be true and correct in all material respects at the Closing; (b) the covenants and conditions of the Vendors and the Company to be performed and observed in this Agreement prior to or at Closing shall have been performed and observed in all material respects; (c) the Vendors and the Company having completed entered into and provided all information, forms, certificates, undertakings, agreements and other documents and instruments that may be required by the Exchange; (d) the receipt of the Exchange Approval, Shareholder Approval and any other consents contemplated by this subscription agreement Agreement or otherwise necessary for this Agreement and the completion of the transactions contemplated herein, in form and content and upon such conditions, if any, acceptable to the Purchaser, and all such approvals being in full force and having paid the principal amount effect; (e) completion of the Debentures subscribed for hereunder Purchaser Financing; (f) the TJU Issuance shall have been completed; (g) the TJU Exchange Agreement shall have been executed by TJU and Purchaser and upon Closing the TJU Consideration Shares shall be issued to TJU by Purchaser pursuant to the Corporation in TJU Exchange Agreement; (h) the manner Assignment Consent shall have been obtained from TJU; (i) there shall have been no event or change that has had or would be reasonably likely to have a Material Adverse Effect on the Company; (j) the Board of Directors of the Company shall have approved the transfer of the Company Shares contemplated in this subscription agreement. IfAgreement, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements the Articles of Incorporation of the Company; (k) there shall have been no order made with or any Legal Proceedings commenced or threatened for the Corporationpurpose, Debenture Certificates endorsed or which could have the effect, of preventing or restraining the completion of the transactions contemplated by this Agreement; and (l) the Corporation representing the Debentures subscribed for hereunder will be available for delivery Closing Date occurs prior to the Subscriber End Date. 5.4 If any condition in TorontoSection 5.3 has not been fulfilled or if any such condition is or becomes impossible to satisfy, Ontario at other than as a result of the Closing Time. The Corporation will deliver such Debenture Certificates failure of the Purchaser to comply with its obligations under this Agreement, then the Purchaser may, without limiting any rights or remedies available to the address set out Purchaser at law or in equity, either: (a) terminate this Agreement by notice to the Vendors and the Company; or (b) waive compliance with any such condition without prejudice to its right of termination in the event of the non-fulfillment of any other condition for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringbenefit.

Conditions of Closing. This subscription is (a) The obligation of the Purchaser to close hereunder shall be subject to acceptance the fulfillment and satisfaction, prior to or at the Closing, of the following conditions or the written waiver thereof by the Corporation Purchaser: (i) The representations and warranties of the Seller in this Agreement shall be true and correct in all respects on and as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Purchaser shall have received a certificate to that effect dated the Closing Date and executed by the President of the Seller and the President of the Company. (ii) Each of the agreements and covenants of the Seller and the Company, to be performed under this Agreement at or prior to the Closing Date shall have been duly performed in all material respects and the Purchaser shall have received a certificate to that effect dated the Closing Date and executed by the President of the Seller and the President of the Company. (iii) No injunction or restraining order shall be in effect to forbid or enjoin the consummation of the transactions contemplated by this Agreement and no Federal, state, local or foreign statute, rule or regulation shall have been enacted which prohibits, restricts or delays the consummation hereof. (iv) All consents, authorizations, orders or approvals of, and filings or negotiations with, any Federal, state, local or foreign governmental agency, commission, board or other regulatory body which are required for, or in connection with, the execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby, and in order to permit or enable the Purchaser to conduct after the Closing Date a business substantially similar to the business as conducted by the Company as of the date hereof, shall have been duly obtained or made, including OSHA, EPA and NJ ISRA, if applicable. (v) All actions necessary to authorize the execution, delivery and performance of this Agreement by the Seller and the Company and the consummation of the transactions contemplated hereby, shall have been duly and validly taken and the Seller shall have full power and right to sell the Shares being freely tradable as contemplated herein. (vi) The Purchaser shall have received the stock certificates evidencing the Shares in proper form for transfer, duly endorsed in blank and other documents of transfer, conveyance and assignment valid to transfer all right, title and interest in and to the Shares to the Purchaser, in form and substance reasonably satisfactory to Dilworth, Paxson, Xxxxxx & Xxxxxxxx, as counsel to the Purchaser. (vii) All corporate and other proceedings of the Company in connection with the transactions contemplated by this Agreement, and all documents and instruments incident thereto, shall be reasonably satisfactory in substance and form to the Purchaser and its counsel, and the Purchaser and its counsel shall have received all such documents and instruments, or copies thereof, certified if requested, as they shall have reasonably requested. (viii) There shall have been no damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting any of the Assets. (ix) The Purchaser shall have received an opinion of the Seller's counsel in the form of Exhibit B attached hereto. (x) Xxxxxxx Xxxxxxxxx shall have entered into an Employment Agreement with the Company, in the form attached hereto as Exhibit C. (xi) The Company shall have received from the Seller a general release, in form and substance reasonably satisfactory to the Purchaser and its counsel, releasing all claims, obligations and causes of action which the Seller has or might have as of the Closing Date against the Company. (xii) All necessary consents of any persons or entities to the assignment to the Purchaser of the leases and agreements referred to in Sections 4(h), 4(k) and 4(l) hereof shall have been obtained and delivered to the Purchaser and certificates of such persons and entities as the Purchaser shall designate in writing not less than ten (10) days prior to the Closing Date shall have been obtained and delivered to the Purchaser confirming that each document or agreement referred to in such certificates is in full force and effect and no party thereto is in default and no claim of default by any party has been made or is pending and there does not exist any event which with notice or the passing of time, or both, would constitute default or would excuse performance by any party thereto. (xiii) No material adverse change shall have occurred in the condition (financial or otherwise) of the business and Assets of the Company between September 30, 1995 and the Closing Date, except for disclosures made on Interim Financial Statements provided pursuant to paragraph 4(e) above, as well as disclosures made on the TSX following Schedules that are a part hereof. (xiv) All environmental Conditions found to exist as a result of any Phase I or Phase II audits, or otherwise existing, shall have been corrected or remedied, or provisions for payment made for such correction or remedy, to the expiration reasonable satisfaction of such hold period. The Subscriber acknowledges and agrees that the obligations Purchaser. (xv) No materially adverse matter or fact shall exist as of the Corporation hereunder are conditional Closing Date which relates to the Assets or the business of the Company or the Shares that has not been previously disclosed to Purchaser prior to the Closing Date in writing and resolved to the reasonable satisfaction of Purchaser. (xvi) The long-term debt of the Company shall not exceed the amounts set forth in Exhibit D attached hereto, and shall not include any debt to any affiliated person or entity, including the Seller. (xvii) The tax audit of the Company shall have been resolved, or provision made for the payment of any potential tax due to the sole satisfaction of the Purchaser. Further, provision shall have been made for the payment of the Company's share of any tax liability of the consolidated group of which it is a member for all periods prior to October 1, 1996, computed on the accuracy basis of the Company's internally prepared August 31, 1996 financial statements, adjusted and annualized to September 30, 1996, without write-off or deduction of the Guildwood Receivable. (b) The obligation of the Seller to close hereunder shall be subject to the fulfillment and satisfaction, prior to or at the Closing, of the following conditions or the written waiver thereof by the Seller: (i) The representations and warranties of the Subscriber contained Purchaser in this subscription agreement as of the date of this subscription agreement, Agreement shall be true and correct in all material respects on and as of the Closing Time as if made at and as Date. (ii) Each of the Closing Time, agreements and the fulfillment covenants of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein Purchaser to be complied with and satisfied by the Corporation performed under this Agreement at or prior to the Closing;Closing Date shall have been duly performed in all material respects. (diii) No injunction or restraining order shall be in effect to forbid or enjoin the Subscriber having completed this subscription agreement in full and having paid the principal amount consummation of the Debentures subscribed for hereunder to transactions contemplated by this Agreement and no Federal, state, local or foreign statute, rule or regulation shall have been enacted which prohibits, restricts or delays the Corporation consummation hereof. (iv) The Seller shall have received a certified copy of resolutions duly adopted by the board of directors of the Purchaser authorizing and approving the execution of this agreement by the Purchaser and the performance by the Purchaser of its obligations hereunder. (v) Xxxxxxx Xxxxxxxxx shall have entered into an Employment Agreement with the Company, in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offering.form attached hereto as Exhibit C.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below)) and the receipt of consents from certain prior investors. The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing; (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount purchase price of the Debentures Common Shares subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures Common Shares subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Commons Shares Certificates endorsed by the Corporation representing the Debentures Common Shares subscribed for hereunder will be available issued by the Corporation’s Transfer Agent, Equity Transfer and Trust Company for delivery to the Subscriber in Toronto, Ontario at on or about the Closing Time. The Corporation will deliver such Debenture Common Share Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offering.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on Underwriter and the accuracy Purchasers to complete the purchase of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and Special Warrants contemplated hereby shall be conditional upon the fulfillment at or before the Time of Closing (as herein defined) of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeconditions: (a) the Corporation shall have received having obtained all necessary approvals and consents, including all necessary requisite regulatory approvals and consents (including required to be obtained by the approval Corporation in respect of the TSX) required for Offering on terms mutually acceptable to the completion of Corporation and the transaction contemplated by this subscription agreementUnderwriter, acting reasonably; (b) the Corporation and the Underwriter having complied fully with all relevant statutory and regulatory requirements required to be complied with prior to the Time of Closing (including without limitation those of the TSE and NASDAQ in connection with the Offering); (c) the Corporation having received the approval of the TSE to proceed with the Offering and to conditionally list the Shares issuable upon the exercise of the Special Warrants, the Purchase Warrants and the Compensation Warrants subject to the usual conditions; (d) the Corporation having taken all necessary corporate action to authorize and approve this Agreement, the Subscription Agreements, the Special Warrant Indenture, the Share Purchase Warrant Indenture, the issuance of the Special Warrants, the Brokers' Warrants, the Compensation Warrants, the Subject Securities and the Shares issuable upon exercise of the Purchase Warrants and the Compensation Warrants and all other matters relating thereto; (e) the Underwriter having received a favourable legal opinion of the Corporation's counsel or from counsel in appropriate jurisdictions addressed to the Underwriter, counsel to the Underwriters and the Purchasers, acceptable in all reasonable respects to counsel to the Underwriter, with respect to the matters set forth in Schedule "C" hereto; In giving the opinions contemplated by Schedule "C", counsel to the Corporation shall be entitled to rely, where appropriate, as to matters of fact, upon the representations and warranties of Purchasers contained in the executed Subscription Agreements and other support documents, the representations, warranties and covenants of the Underwriter as contained herein, a certificate of fact of the Corporation signed by officers in a position to have knowledge of such facts and their accuracy and certificates of such public officials and other persons as are necessary or desirable; (f) the Underwriter having received a favourable legal opinion of the Subsidiaries' counsel addressed to the Underwriter, counsel to the Underwriter and each of the Purchasers, acceptable in all reasonable respects to counsel to the Underwriter, to the effect that: (i) each of the Subsidiaries is a corporation validly existing under the laws of its jurisdiction of incorporation and is qualified to carry on business and own its assets under the laws of each jurisdiction in which it carries on business and owns its assets; (ii) each of the Subsidiaries has all requisite corporate capacity, power and authority to carry on its business as is now conducted by it and to own its assets; (iii) as to the authorized capital of each of the Subsidiaries; and (iv) the registered holder of all of the issued and outstanding shares in the capital of the Subsidiaries is the Corporation; (g) the Underwriter shall have received a favourable legal opinion from Xxxx Xxxxx & Xxxxx XXX, United States counsel to the Corporation, such opinion to be addressed to the Corporation, the counsel to the Corporation, the Underwriter and counsel to the Underwriter, in form and substance satisfactory to counsel to the Underwriter, to the effect that the offer and sale to purchasers in the United States of the Special Warrants, has been made in accordance with Section 4(2); (h) the Underwriter and the Purchasers having received a certificate of the Corporation signed by the Chief Executive Officer of the Corporation and the Chief Financial Officer of the Corporation or by such other officers acceptable to the Underwriter certifying as to certain matters reasonably requested by the Underwriter including certification that: (i) the Corporation has complied with all covenants and satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied up to the Time of Closing; (ii) all of the representations and warranties contained herein being in this Agreement are true and correct as of the Closing Time Date with the same force and effect as if made at and as of the Closing Time Date, after giving effect to the transactions contemplated hereby; (ciii) since the date hereof, there has been no material adverse change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and its Subsidiaries, taken as a whole; (iv) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation (including the Special Warrants and the Subject Securities) has been issued and no proceedings for such purposes are pending, or, to the knowledge of such officers, pending, contemplated or threatened; and (v) the Corporation having complied is a "reporting issuer" not in default under the securities laws of each of the provinces in which it is a reporting issuer and no material change relating to the Corporation has occurred with all covenantsrespect to which the requisite material change statement has not been filed unless the Offering contemplated hereby constitutes a material change and currently no disclosure of any material change has been made on a confidential basis; (i) the Corporation shall have delivered to the Underwriter a certificate of CIBC Mellon Trust Corporation as registrar and transfer agent which certifies the number of outstanding Shares as at the Closing Date; (j) the Special Warrant Indenture and Share Purchase Warrant Indenture in form acceptable to the Underwriter, acting reasonably, shall have been executed and satisfied all terms and conditions contained herein to be complied with and satisfied delivered by the Corporation at or prior to and the Closing;Warrant Agent for the holders of the Special Warrants and Purchase Warrants; and (dk) the Subscriber having completed this subscription agreement Underwriter shall be satisfied in full and having paid the principal amount its sole discretion with such due diligence of the Debentures subscribed for hereunder to Corporation as the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of Underwriter or its Offeringrepresentatives deem appropriate.

Conditions of Closing. This subscription (a) The Subscriber acknowledges and agrees that, as the sale of the Units will not be qualified by a prospectus, such sale and issuance is subject to acceptance the condition that the Subscriber (or, if applicable, any others for whom it is contracting hereunder) returns to the Corporation all documentation required by the Securities Laws. The Subscriber acknowledges and agrees that the Corporation may provide the Securities Regulators with a list setting forth the identities of the beneficial purchasers under the Offering together with other personal information, as described in section 8.1. Notwithstanding that the Subscriber may be purchasing the Subscribed Units as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Corporation in order to comply with the foregoing. (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. b) The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing; (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed payment by the Corporation representing Subscriber of the Debentures subscribed for hereunder will be available for delivery Subscription Amount by certified cheque or bank draft payable to Stikeman Xxxxxx Xxxxxxx Xxxxxxxxxx LLP in Trust (“SKSP”) at 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0 or by wire transfer, as detailed below, as soon as possible and in any event not later than the Subscriber in Toronto, Ontario Business Day first preceding the Closing Date or at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingClosing.

Conditions of Closing. This subscription The Subscriber acknowledges and agrees (on its own behalf and, if applicable, on behalf of the Disclosed Principal) that as the sale of the Units will not be qualified by a prospectus, such sale and issuance is subject to acceptance the condition that the Subscriber (or, if applicable, the Disclosed Principal for whom it is contracting hereunder) sign and return to the Corporation and/or the Agent all relevant documentation required by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold periodLaws. The Subscriber acknowledges and agrees that the Corporation and/or the Agent may be required to provide the Securities Regulators with a list setting forth the identities of the Disclosed Principal, if any. Notwithstanding that the Subscriber may be purchasing Units as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of the Disclosed Principal or any undisclosed principal as may be required by the Corporation in order to comply with the foregoing. The Subscriber acknowledges and agrees (on its own behalf and, if applicable, on behalf of the Disclosed Principal) that the obligations of the Corporation hereunder are conditional on the accuracy and truth of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time Time: (a) the Corporation accepts the Subscriber's subscription in whole or in part; (b) unless other arrangements acceptable to the Corporation and the Agent have been made: (a) , payment by the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval Subscriber of the TSX) required for the completion of the transaction contemplated Subscription Price by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect certified cheque or bank draft in United States dollars payable to the transactions contemplated hereby“D&D Securities Company”; (c) the Corporation Subscriber having complied with all covenantsproperly completed, signed and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing;delivered this Subscription Agreement to: D&D Securities Company 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Xxxxx Xxxx Fax: (000) 000.0000 (d) the Subscriber having completed this subscription agreement in full properly completed, signed and having paid the principal amount delivered one of the Debentures subscribed for hereunder to certificates as set forth in Schedule “A” or Schedule “B” hereto, as applicable; (e) the Corporation in the manner contemplated in this subscription agreement. IfSubscriber having properly completed, at the Closing Time, the terms signed and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation such other documents as may be required pursuant to terms of this Subscription Agreement; and (f) the Corporation obtaining all orders, permits, approvals, waivers, consents, licenses or similar authorizations of the Securities Regulators necessary to complete the offer, sale and accepted issuance of the Securities; and (g) the conditions of closing contained in the Agency Agreement being satisfied or waived by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringrelevant party.

Conditions of Closing. This subscription is (a) Buyer's obligation to close this transaction shall be subject to acceptance by the Corporation occurrence and/or satisfaction of the following conditions: (i) The Merger (as described defined in Section 38 below). ) shall have been ---------- consummated. (ii) The Offering Title Company is conditional uponcommitted to issue the Title Policy insuring title to the Property vested in Buyer or its nominee in the amount of the Purchase Price in the approved Condition of Title. (iii) As of the Close of Escrow, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period Seller shall have performed all of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the required to be performed by Seller under this Agreement. (iv) All representations and warranties of the Subscriber contained made by Seller to Buyer in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made: (a) the Corporation Agreement shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being be materially true and correct as of the Closing Time with Close of Escrow. (v) The Old Lease shall have been terminated and the same force New Leases shall have been executed. (vi) Seller shall have obtained all consents, waivers, and effect as if made at and as of the Closing Time after giving effect other approvals necessary for Seller to con-summate the transactions contemplated hereby;. (cvii) Buyer shall not have exercised its right to terminate this Agreement under Section 5 above. --------- (b) Seller's obligation shall be subject to the Corporation having complied with occurrence and/or satisfaction of the following conditions: (i) The Merger shall have been consummated. (ii) As of the Close of Escrow, Buyer shall have performed all covenantsof the obligations required to be performed by Buyer under this Agreement. (iii) All representations and warranties made by Buyer to Seller in this Agreement shall be materially true and correct as of the Close of Escrow (but without regard to the knowledge qualifications set forth therein). (iv) Buyer shall have obtained all consents, waivers, and satisfied all terms and conditions contained herein other approvals necessary for Buyer to be complied with and satisfied by consummate the Corporation at or prior to the Closing;transactions contemplated hereby. (dv) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein The Old Lease shall have been complied with, this completed subscription agreement has been delivered to terminated and the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation New Leases shall have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringexecuted.

Conditions of Closing. This subscription for the Benefit of the Buyer Closing is subject to acceptance by the Corporation following conditions, which are for the exclusive benefit of the Buyer and which are to be performed or complied with at or prior to Closing: (as described belowa) each of (i) the Fundamental Warranties given in favour of the Buyer pursuant to this Agreement; and (ii) the Warranties under paragraph 30 of Part 2 of Schedule 2 (if so given in favour of the Buyer on the Closing Date). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval shall be true and the Underlying Securities not being subject to a hold period of more than four months and one day from correct in all respects on the Closing Date and the Common Shares being freely tradable on Seller shall have executed and delivered to the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees Buyer a certificate confirming that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained Fundamental Warranties in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, Agreement and the fulfillment Warranties under paragraph 30 of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval Part 2 of the TSX) required for the completion of the transaction contemplated by this subscription agreementSchedule 2 are given on that basis; (b) the representations Seller shall have performed, fulfilled and warranties complied, and shall have caused the Group Entities to perform, fulfil and comply, with all of the Corporation contained herein being true obligations, covenants and correct conditions of this Agreement to be performed, fulfilled or complied with by the Seller and the Group Entities, as of applicable, at or prior to the Closing Time with Date and the same force Seller will have executed and effect as if made at and as of the Closing Time after giving effect delivered to the transactions contemplated herebyBuyer a certificate to that effect; (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior Seller shall deliver to the Buyer within 5 Business Days before Closing its balance sheet (prepared on a reasonable basis to assess solvency under s123 of the Insolvency Act 1986) evidencing its solvency and compliance with paragraph 4 of the Fundamental Warranties as at Closing; (d) no written notice having been received by the Subscriber having completed this subscription agreement in full Parties of any legal or regulatory action or proceeding being pending or threatened by any Governmental Authority to enjoin, restrict or prohibit the purchase and having paid the principal amount sale of the Debentures subscribed for hereunder Purchased Shares, the transfer of the Residual Intercompany Loans or transfer of the Loan Notes contemplated hereby or in the reasonable opinion of the Buyer (supported by Queens Counsel in the form of an opinion from the Queens Counsel), due to changes in law after the date of this Agreement, subsequent amendments to this Agreement or subsequent disclosures by the Seller, Closing would amount to a breach of the Proceeds of Crime Act and consent or deemed consent would not be forthcoming from the National Crime Agency; (e) there shall be no injunction in effect against Closing entered by a court of competent jurisdiction; (f) the Seller shall have delivered all closing deliverables set out in Clause 6.4; and (g) the Buyer shall have: (i) secured unconditional funding of CAD $45,000,000 from SAF and agreed the terms of the SAF Facility Deeds of Novation with SAF and the Seller (in each case on terms which are acceptable to the Corporation Buyer in its absolute discretion which shall include without limitation: A. the manner satisfaction of all conditions precedent; B. the release of the Seller of its liabilities, and security granted, to SAF under existing credit arrangements of the Seller Group with SAF; and C. consent from SAF to this Agreement and the matters contemplated under this Agreement (including the release of the Purchased Shares, the Residual Intercompany Loans and Loan Notes from any security granted over them to SAF by the Seller Group and the release of the Group from all and any of its liabilities to SAF in relation to the Seller Group (other than arising under the SAF Facility Deeds of Novation)); (ii) received consent from the Seller’s Guarantors Banks in respect of the matters contemplated in this subscription agreement. If, at Agreement; (iii) received confirmation from the Closing TimeSeller’s Guarantors Banks that the Group has not given any guarantees to them for the benefit the Seller Group and/or that such any such guarantees shall be released by the relevant senior lenders on Closing; for the purposes of the transaction of sale and purchase of the Purchased Shares, the terms Residual Intercompany Loans and conditions contained herein Loan Notes contemplated in this Ag reement; and (h) the Buyer shall have been complied withreceived written consent in a form reasonably satisfactory to SAF, this completed subscription agreement has been delivered procured by the Seller, from (i) the insurer under the Basil W&I Policy in respect of (a) the assignment of the Basil W&I Policy to the Corporation Buyer and accepted any Lender; and (b) the assignment of the rights under the Basil SPA pursuant to Clause 12.7(c)(i) of this Agreement to the Buyer and any Lender; and (ii) the Sellers (as defined under the Basil SPA) other than the Former Management Sellers (being the Management Sellers (as defined under the Basil SPA) whose consents are to be given under the Former Management Sellers’ Settlement Deed) to the assignment pursuant to Clause 12.7(c)(i) of this Agreement to the Buyer and any Lender pursuant to Clause 11.7 of the Basil SPA. Any such condition may be waived in whole or in part by the Corporation andBuyer without prejudice to any claims it may have for breach of covenant or warranty hereunder, unless other arrangements acceptable to than the Corporation have been made, condition at Clause 6.2(h) which may only be waived by the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made Buyer with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber prior written consent of SAF (in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingSAF’s absolute discretion).

Conditions of Closing. This subscription is subject 5.1 The Vendors shall not be obligated to acceptance by complete the Corporation (as described below). The Offering is conditional upon, among other things, sale of the Corporation obtaining TSX approval Purchased Shares pursuant to this Agreement and the Underlying Securities not other transactions contemplated herein, unless, at the Acquisition Closing, each of the conditions listed below is satisfied, it being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees understood that the obligations said conditions are included for the exclusive benefit of the Corporation hereunder are conditional on the accuracy of Vendors: (a) the representations and warranties of the Subscriber contained Purchaser in section 4.3 of this Agreement shall be true and correct in all material respects at the Acquisition Closing Date; (b) the covenants and conditions of the Purchaser to be performed and observed in this subscription agreement as Agreement prior to or at Acquisition Closing shall have been performed and observed in all material respects; (c) the receipt of any approvals or consents contemplated by this Agreement or otherwise necessary for this Agreement and the completion of the date of this subscription agreementtransactions contemplated herein, and as all such approvals being in full force and effect; (d) there shall have been no event or change that has had or would be reasonably likely to have a Material Adverse Effect on the Purchaser; and (e) there shall have been no order made or any Legal Proceedings commenced or threatened for the purpose, or which could have the effect, of preventing or restraining the completion of the Closing Time transactions contemplated by this Agreement. 5.2 If any condition in section 5.1 hereof has not been fulfilled or if any such condition is or becomes impossible to satisfy, other than as if made at and as a result of the Closing Timefailure of the Vendors to comply with its obligations under this Agreement, then the Vendors may, without limiting any rights or remedies available to the Vendors at law or in equity, either: (a) terminate this Agreement by notice to the Purchaser; or (b) waive compliance with any such condition without prejudice to its right of termination in the event of the non-fulfillment of any other condition for its benefit. 5.3 The Purchaser shall not be obligated to complete the purchase of the Purchased Shares pursuant to this Agreement and the fulfillment other transactions contemplated herein, unless, at the Acquisition Closing, each of the following additional conditions as soon as possible and in any event not later than listed below is satisfied, it being understood that the Closing Time unless other arrangements acceptable to said conditions are included for the Corporation have been madeexclusive benefit of the Purchaser: (a) the Corporation shall have received all necessary approvals representations and consents, including all necessary regulatory approvals and consents (including the approval warranties of the TSX) required for Vendors as set out in section 4.1 of this Agreement shall be true and correct in all material respects at the completion of the transaction contemplated by this subscription agreementAcquisition Closing Date; (b) the representations and warranties of the Corporation contained herein being Company as set out in section 4.2 of this Agreement shall be true and correct as of in all material respects at the Acquisition Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated herebyDate; (c) the Corporation having complied with all covenants, and satisfied all terms covenants and conditions contained herein of the Vendor to be complied with performed and satisfied by the Corporation at or observed in this Agreement prior to the Closingor at Acquisition Closing shall have been performed and observed in all material respects; (d) the Subscriber Vendors and the Company having completed entered into and provided all information, forms, certificates, undertakings, agreements and other documents and instruments that may be required by the Exchange; (e) the receipt of any approvals or consents contemplated by this subscription agreement Agreement or otherwise necessary for this Agreement and the completion of the transactions contemplated herein, in form and content and upon such conditions, if any, acceptable to the Purchaser, and all such approvals being in full force and having paid effect; (f) the principal amount completion of the Debentures subscribed transactions contemplated herein not constituting a “fundamental change” or a “change of business” for hereunder to the Corporation Purchaser, as defined in the manner policies of the Exchange; (g) there shall have been no event or change that has had or would be reasonably likely to have a Material Adverse Effect on the Company; (h) the Board of Directors of the Company shall have approved the transfer of the Purchased Shares contemplated in this subscription agreement. IfAgreement, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements the constating documents of the Company; and (i) there shall have been no order made or any Legal Proceedings commenced or threatened for the purpose, or which could have the effect, of preventing or restraining the completion of the transactions contemplated by this Agreement. 5.4 If any condition in section 5.3 hereof has not been fulfilled or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Purchaser to comply with its obligations under this Agreement, then the CorporationPurchaser may, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be without limiting any rights or remedies available for delivery to the Subscriber Purchaser at law or in Torontoequity, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates either: (a) terminate this Agreement by notice to the address set out Company; or (b) waive compliance with any such condition without prejudice to its right of termination in the event of the non-fulfillment of any other condition for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringbenefit.

Conditions of Closing. This subscription is The purchase and sale of the Offered Securities shall be subject to acceptance the following conditions, which conditions may be waived in writing in whole or in part by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable party entitled to the Corporation have been madebenefit thereto: (a) the Corporation shall have and the Agent having complied fully with all applicable securities laws, regulations, rules and policies promulgated thereunder required to be complied with prior to the Closing Time in connection with the Offering; (b) the Agent having received an opinion of counsel to the Corporation in a form satisfactory to the Agent, acting reasonably, with respect to such matters as the Agent may reasonably request relating to the Offering of the Offered Securities and the Subject Securities including, without limitation, that: (i) the Corporation is validly existing as a company under the BCBCA and is in good standing with respect to the filing of annual reports with the British Columbia Registrar of Companies the Corporation has all requisite corporate power and capacity to carry on its business as now conducted by it and to own its properties and assets; (ii) the Corporation has the necessary corporate power and capacity to carry on its business as now conducted by it, to own its properties and assets and to enter into the Transaction Documents and to perform its obligations set out herein and therein; (iii) all necessary approvals corporate action has been taken by the Corporation to authorize the execution and consentsdelivery of the Agency Agreement, including the Subscription Agreements and the Broker Warrant Certificates, and the performance by the Corporation of its obligations thereunder, and each of the Agency Agreement, the Subscription Agreements and the Broker Warrant Certificates have been duly authorized, executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with its respective terms, subject to the qualification that such validity, binding effect and enforceability may be limited by: (A) applicable bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors’ rights generally; (B) equitable remedies, including, the remedies of specific performance and injunctive relief, being available only in the discretion of the applicable courts; (C) the statutory and inherent powers of a court to grant relief from forfeiture, to stay execution of proceedings before it and to stay execution on judgments; (D) the applicable laws regarding limitations of actions; (E) enforceability of provisions which purport to sever any provision which is prohibited or unenforceable under applicable law without affecting the enforceability or validity of the remainder of such document, as would be determined only in the discretion of the courts; (F) enforceability of the provisions exculpating a party from liability or duty otherwise owed by it may be limited under applicable law; and (G) that rights to indemnify, contribution and waiver under this Agreement may be limited or unavailable under applicable law; (iv) the execution and delivery of the Agency Agreement, the Subscription Agreements and the Broker Warrant Certificates, and the fulfillment of the terms thereof by the Corporation, and the performance of and compliance with the terms thereof by the Corporation do not result in a breach of, or constitute a default under, and do not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under the BCBCA, or any provision of the constating documents or articles; (v) the certificates representing the Offered Securities and, where applicable, the Subject Securities, have been approved and adopted by the directors of the Corporation and comply with the legal requirements relating thereto; (vi) the issuance and distribution of the Offered Securities by the Corporation to the Subscribers and the Broker Warrants to the Agent is exempt from the prospectus requirements of the Selling Jurisdictions and no documents are required to be filed (other than specified forms accompanied by requisite filing fees), or proceedings to be taken or approvals, permits, consents or authorizations to be obtained in any of the Selling Jurisdictions to permit such issuance and distribution of the Offered Securities; (vii) the authorized and issued capital of the Corporation, and, in addition to the foregoing, a favourable opinion of counsel to the Corporation in a form satisfactory to the Agent, acting reasonably, regarding: (A) compliance with all applicable securities legislation including, without limitation, the receipt of all necessary regulatory approvals and consents (including including, without limitation, the conditional approval of regulatory authorities) relating to the TSX) required for the completion distribution of the transaction contemplated by this subscription agreementSubject Securities; (bB) the first trade in the Subject Securities and the nature and duration of re- sale restrictions applicable thereto; (C) the Common Shares being conditionally listed and posted for trading; and (D) as to all other legal matters relating to the creation, issuance, sale and delivery of the Subject Securities as Agent’s counsel may reasonably request; (c) the Agent having received a certificate of the Corporation dated the Closing Date, addressed to the Agent and signed on the Corporation’s behalf and not in their personal capacities by its President or Chief Financial Officer certifying that: (i) the Corporation has complied with and satisfied all terms and conditions of this Agreement and the Subscription Agreements on its part to be complied with or satisfied at or prior to the Closing Time, and where applicable, other than those which have been waived by the Agent; (ii) the representations and warranties of the Corporation contained herein being set forth in this Agreement and, where applicable, the Subscription Agreements are true and correct as of at the Closing Time with the same force and effect Time, as if made at and as of the Closing Time after giving effect to the transactions contemplated herebysuch time; (ciii) no event of a nature referred to in subparagraphs 11(c), (e), (f) or (g) has occurred or to the knowledge of such officer is pending, contemplated or threatened; (iv) the Corporation having complied with all covenantshas made and/or obtained, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at on or prior to the ClosingClosing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement and the Subscription Agreements, the offering and sale of the Offered Securities, the issuance of the Broker Warrants and the consummation of the other transactions contemplated hereby; and (v) such other matters as may be reasonably requested by the Agent or the Agent’s counsel; (d) evidence satisfactory to the Subscriber having completed this subscription agreement in full and having paid Agent that the principal amount Corporation has obtained all necessary regulatory approvals for the issuance of the Debentures subscribed for hereunder Subject Securities, subject only to the filing of any documents and payment of any fees which may be required; (e) definitive certificates representing the Subject Securities to be issued on the Closing Date registered in such name or names as the Agent shall notify the Corporation in the manner contemplated in this subscription agreement. If, at writing of not less than 24 hours prior to the Closing TimeTime (or such shorter time as the Corporation may agree to); (f) payment of the Agent’s compensation provided for in section 1(b); (g) the Corporation having received duly completed and executed Subscription Agreements including any applicable schedules thereto; (h) evidence satisfactory to the Agent that the Corporation has completed, prior to the Closing of the Initial Tranche, the terms and conditions contained herein have been complied withconversion of $5,000,000.00 of the outstanding debt of the Corporation owed to non-arm’s length holders at a rate of $0.15 per Common Share; (i) evidence satisfactory to the Agent that the Corporation has concurrently with the Closing of a subsequent tranche, converted the balance of the outstanding debt of the Corporation owed to Finexcorp Inc. at a rate of $0.15 per Common Share, provided that notwithstanding the foregoing this completed subscription agreement has been delivered condition is subject to the Initial Tranche raising minimum gross proceeds of $2,500,000 to the Corporation and accepted by the Corporation and, unless other arrangements acceptable subsequent tranche being in the minimum amount of $2,000,000 in gross proceeds to the Corporation have been made, and provided further that the aggregate subscription proceeds representing event that any such subsequent tranche is in an amount less than $2,000,000 but greater than $1,000,000 then 50% of the principal amount outstanding debt of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder owed to Finexcorp Inc. will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after converted into Common Shares concurrently with the closing of its Offeringsuch subsequent tranche at a price of $0.15 per Common Share subject to compliance with Exchange policies and applicable securities laws; (j) evidence satisfactory to the Agent that the Corporation has concurrently with the Closing of a subsequent tranche, either (i) converted the balance of the outstanding debt of the Corporation owed to Xxxxxx Xxxxx at a rate of $0.15 per Common Share, or (ii) paid off the balance of the outstanding debt of the Corporation owed to Xxxxxx Xxxxx, provided that notwithstanding the foregoing this condition is subject to the Initial Tranche raising minimum gross proceeds of $2,500,000 to the Corporation and the subsequent tranche being in the minimum amount of $2,000,000 in gross proceeds to the Corporation and provided further that the event that any such subsequent tranche is in an amount less than $2,000,000 but greater than $1,000,000 then 50% of the outstanding debt of the Corporation owed to Xxxxxx Xxxxx will be repaid or converted into Common Shares concurrently with the closing of such subsequent tranche, at a price of $0.15 per Common Share, subject to compliance with Exchange policies and applicable securities laws; and (k) the Corporation having received the net subscription price in respect of the Offered Securities so subscribed for.

Conditions of Closing. This subscription is subject 6.1 The Vendors shall not be obligated to acceptance by complete the Corporation (as described below). The Offering is conditional upon, among other things, sale of the Corporation obtaining TSX approval Vendors Shares pursuant to this Agreement and the Underlying Securities not other transactions contemplated herein, unless each of the conditions listed below is satisfied, it being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees understood that the obligations said conditions are included for the exclusive benefit of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeVendors: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being Purchaser in this Agreement shall be true and correct as in all material respects at the Closing, except those representations and warranties qualified by a materiality qualification which shall be true and correct in all respects; (b) the covenants and conditions of the Purchaser to be performed and observed in this Agreement prior to or at Closing Time with the same force shall have been performed and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated herebyobserved; (c) the Corporation having complied with all covenantsreceipt of any Consents contemplated by this Agreement or otherwise necessary for this Agreement and the completion of the transactions contemplated herein, in form and content and upon such conditions, if any, acceptable to the Company, and satisfied all terms such approvals being in full force and effect; (d) during the Interim Period, there shall have been no event or change that has had or would be reasonably likely to have a Material Adverse Effect on the Purchaser; and (e) during the Interim Period, there shall have been no Order made or any Legal Proceedings commenced or threatened for the purpose, or which could have the effect, of preventing or restraining the completion of the transactions contemplated by this Agreement. 6.2 If any condition in section 6.1 hereof has not been fulfilled or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendors or the Company to comply with their obligations under this Agreement, then the Vendors may, without limiting any rights or remedies available to the Vendors at law or in equity, either: (a) terminate this Agreement by notice to the Purchaser; or (b) waive compliance with any such condition without prejudice to its right of termination in the event of the non-fulfillment of any other condition for its benefit. 6.3 The Purchaser shall not be obligated to complete the purchase of the Vendors Shares pursuant to this Agreement and the other transactions contemplated herein, unless each of the conditions listed below is satisfied, it being understood that the said conditions are included for the exclusive benefit of the Purchaser: (a) the representations and warranties of the Vendors and the Company in this Agreement shall be true and correct in all material respects at the Closing, except those representations and warranties qualified by a materiality qualification which shall be true and correct in all respects; (b) all outstanding securities of the Company convertible into Company Shares shall have been cancelled, and the Company shall not have any convertible securities outstanding at Closing; (c) the covenants and conditions contained herein of the Vendors and the Company to be complied with performed and satisfied by the Corporation at or observed in this Agreement prior to the Closingor at Closing shall have been performed and observed in all material respects; (d) the Subscriber having completed receipt of any Consents necessary for this subscription agreement Agreement and the completion of the transactions contemplated herein, in form and content and upon such conditions, if any, acceptable to the Purchaser, and all such approvals being in full force and having paid effect; (e) during the principal amount Interim Period, there shall have been no event or change that has had or would be reasonably likely to have a Material Adverse Effect on the Company; (f) the Company shall have entered into an employment agreement with Xxx Xxxxxx, on terms acceptable to the Purchaser; (g) the Company shall have been released from all obligations and liabilities due and owing to Xxxxxx Financial Inc. pursuant to the terms of an engagement letter entered into on January 1, 2020; (h) the Board of Directors of the Debentures subscribed for hereunder to Company shall have approved the Corporation in transfer of the manner Company Shares contemplated in this subscription agreement. IfAgreement, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereofthe Articles of the Company; and (i) during the Interim Period, unless other arrangements there shall have been no Order made or any Legal Proceedings commenced or threatened for the purpose, or which could have the effect, of preventing or restraining the completion of the transactions contemplated by this Agreement. 6.4 If any condition in section 6.3 hereof has not been fulfilled or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Purchaser to comply with its obligations under this Agreement, then the CorporationPurchaser may, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be without limiting any rights or remedies available for delivery to the Subscriber Purchaser at law or in Torontoequity, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates either: (a) terminate this Agreement by notice to the address set out Company; or (b) waive compliance with any such condition without prejudice to its right of termination in the event of the non-fulfillment of any other condition for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringbenefit.

Conditions of Closing. This The sale of the Units and the release of subscription is funds from the escrow account are subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as parties hereto, to the performance by such parties of the date of this subscription agreement, their respective obligations hereunder and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of to the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madefurther conditions: (a) the Corporation The Registration Statement shall have received become effective and at each Closing Time no order suspending the effectiveness thereof shall have been issued under the 1933 Act or proceeding therefor initiated or threatened by the SEC, and the CFTC shall have filed the Prospectus as a Disclosure Document without a finding of further deficiencies. (b) At the Initial Closing Time, either Sidley Xxxxxx Xxxxx & Xxxx LLP, counsel to the Managing Owner, Xxxxxxxx, Xxxxxx & Finger, P.A., Delaware counsel to the Managing Owner, or Connecticut counsel to the Managing Owner, shall deliver its opinion, in form and substance satisfactory to the parties hereto, to the effect that: (i) The Certificate of Trust pursuant to which the Trust has been formed and the Trust Agreement of the Trust each provides for the subscription for and sale of the Units; all necessary approvals action required to be taken by the Managing Owner and consentsthe Trust as a condition to the subscription for and sale of the Units to qualified subscribers therefor has been taken; and, upon payment of the consideration therefor specified in the accepted Subscription Agreements and Powers of Attorney, the Units will constitute valid units of beneficial interest in the Trust and each subscriber who purchases Units will become a Unitholder with the same limitation on personal liability as a stockholder in a private corporation for profit under the laws of the State of Delaware, subject to the requirement that each such purchaser shall have duly completed, executed and delivered to the Managing Owner a Subscription Agreement and Power of Attorney relating to the Units purchased by such party, that such purchaser meets all applicable suitability standards and that the representations and warranties of such purchaser in the Subscription Agreement and Power of Attorney are true and correct. (ii) The Trust is a statutory trust duly and validly organized pursuant to the Certificate of Trust, the Trust Agreement and the Delaware Act, and is validly existing under the laws of the State of Delaware with full power and authority to conduct the business in which it proposes to engage as described in the Prospectus. (iii) The Managing Owner is duly organized, validly existing and in good standing as a corporation under the laws of the State of Connecticut and is in good standing and qualified to do business in each other jurisdiction in which the failure to so qualify might reasonably be expected to result in material adverse consequences to the Trust. The Managing Owner has full corporate power and authority to perform its obligations as described in the Registration Statement, the Prospectus and herein. (iv) The Managing Owner (including the Managing Owner’s principals) and the Trust each has all necessary federal and state governmental and all regulatory and self-regulatory approvals and consents licenses, and has received or made all filings and registrations with federal and state governmental and all regulatory and self-regulatory agencies necessary in order for the Managing Owner and the Trust, respectively, to conduct their respective businesses as described in the Registration Statement and Prospectus, and, to the best of their knowledge, none of such approvals, licenses or registrations have been rescinded or revoked. (including the approval v) Each of the TSXTrust Agreement, the Escrow Agreement, the Customer Agreement, the Advisory Agreements and this Agreement has been duly authorized, executed and delivered by or on behalf of the Managing Owner and/or the Trust, as the case may be, and assuming that such agreements are binding on the other parties thereto and hereto, each of the Trust Agreement, the Escrow Agreement, the Customer Agreements, the Advisory Agreements and this Agreement constitutes a valid, binding and enforceable agreement of the Managing Owner and/or the Trust, as the case may be, in each case in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability generally of rights of creditors and except as enforceability of indemnification provisions may be limited by applicable law and the enforcement of any specific terms or remedies may be unavailable. (vi) The execution and delivery of this Agreement, the Trust Agreement, the Escrow Agreement and the Advisory Agreements, and the incurrence of the obligations herein, therein and in the Prospectus set forth and the consummation of the transactions contemplated herein, therein and in the Prospectus will not be in contravention of any of the provisions of the Managing Owner’s certificate of incorporation or by-laws and, to the best of their knowledge, will not constitute a breach of, or default under, any instrument by which the Managing Owner or the Trust is bound or any order, rule or regulation applicable to the Managing Owner or the Trust of any court or any governmental body or administrative agency having jurisdiction over the Managing Owner or the Trust. (vii) To the best of their knowledge (without having made any particular inquiry or docket search), there are no actions, claims or proceedings pending or threatened in any court or before or by any governmental or administrative agency or regulatory or self-regulatory body, nor have there been any such suits, claims or proceedings within the last five years, to which the Managing Owner (or any principal of the Managing Owner) or the Trust is or was a party, or to which any of their assets is or was subject, which are required to be, but are not, disclosed in the Registration Statement or Prospectus or which might reasonably be expected to result in any material adverse change in the condition (financial or otherwise), business or prospects of the Managing Owner or the Trust. (viii) No authorization, approval or consent of any governmental or self-regulatory authority or agency is necessary in connection with the subscription for and sale of the Units, except such as may be required under the 1933 Act, the CE Act, NFA compliance rules, NASD rules or applicable securities or “Blue Sky” laws. (ix) The information in the Prospectus under the caption “Federal Income Tax Consequences,” to the extent that such information constitutes matters of law or legal conclusions, has been reviewed by them and is correct in all material respects, insofar as it relates to the income tax consequences to the Trust and to the federal income tax consequences of an investment in the Trust by U.S. individual taxpayers. (x) The Registration Statement is effective under the 1933 Act and no proceeding for a stop order is pending or, to the best of their knowledge, threatened under Section 8(d) or Section 8(e) of the 1933 Act or any applicable state “Blue Sky” laws. (xi) At the time the Registration Statement and any post-effective amendment thereto became effective, the Registration Statement, and at the time the Prospectus and any amendments or supplements thereto were first issued, the Prospectus, complied as to form in all material respects with the requirements of the 1933 Act, SEC Regulations, the CE Act, the CFTC regulations and the rules of the NFA. Nothing has come to their attention that would cause them to believe that (a) at the time that the Registration Statement and any post-effective amendment thereto became effective, the Registration Statement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) the Prospectus as first issued or as subsequently issued or at Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such counsel need express no opinion or belief (A) as to the financial statements, notes thereto and other financial or statistical data set forth in the Registration Statement and Prospectus, or (B) as to the performance data set forth in the Registration Statement. (xii) Assuming operation in accordance with the Prospectus, the Trust at a Closing Time will not be an “investment company” as that term is defined in the Investment Company Act of 1940, and the Managing Owner need not be registered as an “investment adviser” under the Investment Advisers Act of 1940 in respect of its management of the Trust. (c) At the Initial Closing Time, counsel for the completion Selling Agent (as selected by such Selling Agent) shall, if required by the Managing Owner, deliver its opinion to the parties, in form and substance satisfactory to the parties, regarding such pertinent matters as the Managing Owner may deem appropriate. (d) At the Initial Closing Time, Xxxxxxxx, Xxxxxx & Finger, P.A., Delaware counsel to the Managing Owner, shall deliver its opinion, on which Sidley Xxxxxx Xxxxx & Xxxx LLP may rely, in form and substance satisfactory to the Managing Owner. (e) At each Closing Time, the Managing Owner shall deliver a certificate to the effect that: (i) no order suspending the effectiveness of the transaction contemplated Registration Statement has been issued and no proceedings therefor have been instituted or to the best of their knowledge upon due and diligent inquiry threatened by this subscription agreement; the SEC, the CFTC or other regulatory or self-regulatory body; (bii) the representations and warranties of the Corporation Managing Owner contained herein being are true and correct as of the Closing Time with the same force and effect as if though expressly made at such Closing Time and as in respect of the Registration Statement as in effect at such Closing Time after giving effect to the transactions contemplated hereby; Time; and (ciii) the Corporation having complied with Managing Owner has performed all covenants, covenants and satisfied all terms and conditions agreements herein contained herein which are required to be complied with and satisfied by the Corporation performed on its part at or prior to the Closing;such Closing Time. (df) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder At or prior to the Corporation in the manner contemplated in this subscription agreement. If, at the Initial Closing Time, the terms Trust shall have received a capital contribution of the Managing Owner in the amount required by its Trust Agreement and conditions contained herein as described in the Prospectus. (g) At the Initial Closing Time, the Selling Agents shall have received letters from one or more accounting firms describing certain agreed upon procedures which they have performed in reviewing certain performance numbers set forth in the Prospectus. (h) At each Additional Closing Time thereafter, the parties hereto shall have been complied withfurnished with such information, opinions and certified documents as the Managing Owner may deem to be necessary or appropriate. (i) At the Initial Closing Time, executed copies of the Trust Agreement, the Escrow Agreement, the Advisory Agreements, and this Agreement shall be delivered to all parties. (j) The parties hereto shall have been furnished with such additional information, opinions and documents, including supporting documents relating to parties described in the Prospectus and certificates signed by such parties with regard to information relating to them and included in the Prospectus as they may reasonably require for the purpose of enabling them to pass upon the sale of the Units as herein contemplated and related proceedings, in order to evidence the accuracy or completeness of any of the representations or warranties or the fulfillment of any of the conditions herein contained; and all actions taken by the parties hereto in connection with the sale of the Units as herein contemplated shall be reasonably satisfactory in form and substance to Sidley Xxxxxx Xxxxx & Xxxx LLP, counsel for the Managing Owner and to counsel for the Selling Agent. If any of the conditions specified in this Section 10 shall not have been fulfilled when and as required by this Agreement to be fulfilled prior to a Closing Time, this completed subscription agreement has been delivered Agreement and all obligations hereunder may be canceled by any party hereto by notifying the other parties hereto of such cancellation in writing or by telegram at any time at or prior to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the such Closing Time. The Corporation will deliver , and any such Debenture Certificates cancellation or termination shall be without liability of any party to the address set out for delivery on page 2 any other party other than in respect of Units already sold and except as otherwise provided in Sections 6 and 11 of this subscription agreement promptly after the closing of its OfferingAgreement.

Conditions of Closing. This subscription is subject to acceptance by The Closing shall be conditioned upon the Corporation following: (i) the Buyer and Shareholder entering into an Employment Agreement in substantially the form attached hereto as described below). The Offering is conditional uponExhibit "N", among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period as provided for in Paragraph 13 of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of this Agreement; (ii) the representations and warranties of Seller and the Subscriber contained Shareholder as set forth in this subscription agreement Agreement being true and correct in all material respects at and as of the date of this subscription agreement, Agreement and as of the date of Closing Time (as if though made at and as of the Closing Time, that time) and the fulfillment respective obligations of Seller and the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation Shareholder shall have been made: (a) the Corporation shall have received performed or complied with in all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) material respects as required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect Agreement to the transactions contemplated hereby; (c) the Corporation having be performed or complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing Date, and Seller and the Shareholder delivering to Buyer an executed certificate to such effect, dated the date of Closing, in form and substance reasonably acceptable to Buyer and its attorney; in connection with Seller's delivery of the certificate referred to in the foregoing sentence, Seller and the Shareholder may from time to time update and deliver revised schedules (the "Updated Schedules") showing changes from the schedules being delivered on the date hereof as may be necessary to reflect developments occurring in the period between the date hereof and the Closing date and other information required to be disclosed pursuant to this Agreement; provided, however, that Buyer may accept the Updated Schedules and proceed with Closing or reject the Updated Schedules and terminate this Agreement in its sole but reasonable discretion; and provided further, that no claim may be made by Buyer with respect to the Updated Schedules if Buyer elects to accept the Updated Schedules and close the transactions contemplated hereby; provided further, however, that as a condition to acceptance of any Updated Schedule(s) and of its election to close the transactions contemplated hereby, Buyer may require acceptable resolution in its sole but reasonable discretion of any matter disclosed in an Updated Schedule prior to Closing; (diii) the Subscriber having completed this subscription agreement in full and having paid the principal amount [Intentionally Omitted]; (iv) Seller shall have delivered to Buyer (A) state-certified copies of the Debentures subscribed for hereunder Articles of Incorporation of Seller and copies of the Bylaws of Seller as in effect immediately prior to the Corporation Closing, (ii) copies of resolutions adopted by Seller's Board of Directors and by Seller's Shareholder authorizing the transactions contemplated by this Agreement, and (C) a certificate of legal existence of Seller issued by the Secretary of State of the State of Florida and each other state in which it is qualified to do business as of a date not more than ten days prior to the Closing date, and all of such documents (except for the certificate of legal existence) shall be certified as of the Closing date by a duly authorized officer of Seller as being true, correct and complete; (v) between the date of this Agreement and the Closing date, there shall not have been any occurrence or event known to Seller or Shareholder which, individually or in the manner contemplated aggregate, has resulted in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered or which Seller or Shareholder reasonably expects will result in an effect or change which is materially adverse to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offering.results of

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional is relying on the accuracy truth of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than prior to the Closing Time unless other arrangements acceptable to the Corporation have been madeTime: (a) on or about June 30, 2021, (i) the Subscriber having delivered a properly completed and signed Subscription Agreement (including all applicable Schedules hereto) to the Corporation shall have received all necessary approvals at the address below, and consentshaving made payment arrangements for the Subscription Amount in a manner acceptable to the Corporation: Dakota Territory Resource Corp. E-mail: dxxxxxxxx@xxxx-xx.xxx (ii) if the Subscriber is resident of Canada or otherwise subject to Canadian Securities Laws, including all necessary regulatory approvals the Subscriber having properly completed, signed and consents delivered (including A) Schedule “B” (the approval Canadian Accredited Investor Status Certificate) attached hereto, and (B) Exhibit “I” to Schedule “B” if subscribing under categories (j), (k) or (l) of the TSXCanadian Accredited Investor Status Certificate; (iii) required for if the completion Subscriber is resident outside of Canada and the transaction contemplated by this subscription agreementUnited States, the Subscriber having properly completed, signed and delivered Schedule “C” (the International Jurisdiction Certificate) attached hereto; and (iv) if the Subscriber is a U.S. Subscriber, the Subscriber having property completed, signed and delivered Schedule “D” (the U.S. Accredited Investor Certificate) attached hereto; (b) the representations Subscriber having executed and warranties returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws for delivery by the Corporation on behalf of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated herebySubscriber; (c) the Corporation having complied with obtained all covenants, necessary approvals and satisfied all terms and conditions contained herein to be complied with and satisfied by consents in respect of the Corporation at or prior to the Closing;Offering; and (d) the Subscriber having completed this subscription agreement in full issue and having paid the principal amount sale of the Debentures subscribed for hereunder Common Stock being exempt from the requirement to file a prospectus and the requirement to deliver an offering memorandum or similar disclosure document under applicable securities legislation relating to the Corporation in sale of the manner contemplated in this subscription agreement. IfCommon Stock, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to or the Corporation and accepted by having received such orders, consents or approvals as may be required to permit such sale without the Corporation and, unless other arrangements acceptable requirement to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will file a prospectus or registration statement or deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringan offering memorandum.

Conditions of Closing. This subscription is subject 4.1 Conditions for the Benefit of the Purchaser. (1) The Purchaser shall be obliged to acceptance by complete the Corporation (as described below). The Offering is conditional upon, among other things, Transactions only if each of the Corporation obtaining TSX approval and following conditions precedent has been satisfied in full at or before the Underlying Securities not being subject to a hold period time of more than four months and one day from Closing on the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy Date: each of the representations and warranties of the Subscriber Vendor contained in this subscription agreement Agreement that is qualified by materiality shall be true and correct at and as of the date of this subscription agreement, hereof and the Closing Date as though such representation and warranty was made on and as of the Closing Time Date (except to the extent that such representation and warranty was made as if made of a specified date, in which case such representation and warranty shall continue on the Closing Date to have been true in all respects as of such specified date) and each of the representations and warranties that is not so qualified shall be true and correct at and as of the date hereof and in all material respects as of the Closing TimeDate as though such representation and warranty was made on and as of the Closing Date (except to the extent that such representation and warranty was made as of a specified date, in which case such representation and warranty shall continue on the Closing Date to have been true in all material respects as of such specified date); the Vendor has complied with or performed all of the obligations, covenants and agreements under this Agreement to be complied with or performed by the Vendor on or before the Closing Date, to the satisfaction of the Purchaser, acting reasonably; all corporate proceedings required to be taken by the Vendor in connection with the Transactions, including approval by the shareholders of the Vendor for the Transactions, are satisfactory in form and substance to the Purchaser, acting reasonably, and the fulfillment Purchaser has received copies of all instruments and other evidence as it may reasonably request in order to establish the consummation of the following additional conditions as soon as possible Transactions and the taking of all necessary corporate proceedings in any event not later than connection therewith; the Closing Time unless other arrangements acceptable requisite approval for the sale of the Purchased Assets is obtained by the shareholders of the Vendor; all Approvals necessary to give effect to the Corporation have been made: (a) the Corporation shall have received all necessary approvals and consentsTransactions, including all necessary regulatory approvals and consents (including the approval of the TSX) required CSE, including, without limitation, with respect to the Transactions not constituting a fundamental change or a change in business of the Purchaser, have been obtained, in each case in form and substance satisfactory to the Purchaser, acting reasonably, and are in full force and effect; there is no injunction or restraining order issued preventing, and no pending or threatened Proceeding, against any Party, for the purpose of enjoining or preventing, the completion of the transaction contemplated by Transactions or otherwise claiming that this subscription agreement;Agreement or the completion of the Transactions is improper or would give rise to a Proceeding, under any Applicable Law or under any Contract; since the date of this Agreement there has not occurred any event which has had, or may have, a Material Adverse Effect on the Vendor or the Cylix Business; the Vendor has caused to be delivered to the Purchaser the following: (bi) a certificate of status or its equivalent under the representations and warranties laws of the Corporation contained herein being true and correct jurisdiction of its incorporation dated as of the Closing Time with the same force and effect as if made at and Date; and (ii) a certificate of a senior officer dated as of the Closing Time after giving effect to Date certifying: (A) the transactions contemplated herebycorporate status of the Vendor; (cB) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by Constating Documents of the Corporation at or prior to the ClosingVendor; (dC) the Subscriber having completed this subscription agreement in full and having paid the principal amount resolutions of the Debentures subscribed for hereunder board of directors and shareholders of the Vendor authorizing the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Vendor; and (D) the incumbency and signatures of the officers of the Vendor executing this Agreement and any other document relating to the Corporation Transactions. (iii) all deeds, conveyances, bills of sale, assurances, transfers, assignments and any other documentation or action which in the manner contemplated opinion of the Purchaser are necessary or reasonably required to transfer the Purchased Assets to the Purchaser with good and marketable title, free and clear of all Encumbrances except for Permitted Encumbrances, in each case duly executed by the Vendor and in form and substance satisfactory to the Purchaser, acting reasonably; (iv) evidence, satisfactory to the Purchaser of the release and discharge of all Encumbrances affecting any of the Purchased Assets, other than the Permitted Encumbrances; (v) a certificate of the Vendor in respect of its representations and warranties set out in Section 5.1 and its covenants and other obligations set out in this subscription agreement. IfAgreement; (vi) a direction with registration instructions with respect to the Consideration Securities, at which direction shall specify that no fewer than 27,000,000 of the Purchaser Shares will be registered to the Principals; (vii) accredited investor certificates and consents with respect to disclosure of personal information to the CSE, executed by each of the Share Recipients; (viii) the Lock-Up Agreements, executed by each of the Share Recipients; (ix) the Non-Competition and Non-Solicitation Agreement, executed by the parties thereto; (x) the Management Agreement, executed by the Manager; (xi) the Voting and Support Agreements, executed by each of the Share Recipients other than the Principals; (xii) the Voting and Support Agreements for Principals, executed by each of the Principals; (xiii) written acknowledgement and certificate of the Vendor, in a form satisfactory to the Purchaser, that following the Closing Time, the terms and conditions contained herein Purchaser shall have been complied with, this completed subscription agreement has been delivered exclusive access to the Corporation Purchased Assets; and accepted by the Corporation andVendor, unless other arrangements acceptable its Representatives, and any third party shall have no access to the Corporation have been made, Purchased Assets (including any source code) and which acknowledgement and certificate shall describe the aggregate subscription proceeds representing process by which the principal amount Vendor provided exclusive access to the Purchaser to each category of Debentures subscribed for hereunder have been paid the Purchased Assets set out in accordance with Section 7 hereof, unless Schedule 2.1; and (xiv) such other arrangements have been made documentation as the Purchaser reasonably requests in a timely manner in order to establish the completion of the Transactions and the taking of all corporate proceedings in connection with the CorporationTransactions (as to certification and otherwise), Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery in each case in form and substance satisfactory to the Subscriber Purchaser, acting reasonably; (2) Each of the conditions set out in Toronto, Ontario at Section 4.1(1) is for the Closing Time. The Corporation will deliver exclusive benefit of the Purchaser and the Purchaser may waive compliance with any such Debenture Certificates condition in whole or in part by notice in writing to the address set out for delivery on page 2 Vendor, except that no such waiver operates as a waiver of this subscription agreement promptly after the closing of its Offeringany other condition.

Conditions of Closing. This subscription is subject Buyer's and Seller's obligations to acceptance close the Transaction shall be conditioned upon (each of the conditions may be waived by Buyer in writing only): 7.1 Buyer obtaining the Corporation (as described below). The Offering is conditional uponconsent of the lessors of the leases assumed by Buyer, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations consent of the Corporation hereunder other parties to any other contracts assumed by Buyer, to the extent said consents are conditional on required; 7.2 Buyer having obtained, or having obtained the accuracy appropriate consents or approvals to the assignment of, all permits, licenses and contracts necessary to continue the operations of the representations and warranties of Business; 7.3 Seller having maintained the Subscriber contained Assets in this subscription agreement the same condition as of the date of this subscription agreement, Agreement (subject to ordinary wear and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreementtear only); (b) 7.4 Seller having conducted the representations Business diligently and warranties of the Corporation contained herein being true and correct as of the Closing Time with substantially in the same force and effect manner as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the execution of this Agreement and not having entered into any contract, commitment or transaction not in the usual and ordinary course of business; 7.5 The operations of the Business not having changed in A material and adverse manner between the date of this Agreement and the date of Closing; (d) 7.6 There being no governmental investigations or suits pending or threatened with respect to the Subscriber having completed this subscription agreement in full and having paid the principal amount operations of the Debentures subscribed Business, except as may otherwise be agreed to in writing by Buyer; 7.7 Buyer obtaining adequate financing for hereunder this Transaction. 7.8 The Gicks entering into a Consulting Agreement in the 7.9 Buyer obtaining executed Employment Agreements from key employees as determined by Buyer, with terms and content acceptable to Buyer; 7.10 Buyer and Seller agreeing as to the Corporation manner in which the purchase price shall be allocated among the various assets transferred pursuant to this Agreement. The parties agree to execute and complete such forms as are required by the Internal Revenue Service to evidence such allocation. At this time it is contemplated that more than one half of the purchase price shall be allocated to Gicks pending patent rights. 7.11 Buyer and Seller executing a Lease for the Gick Xxxlding in the manner contemplated in this subscription agreement. Ifform attached as Exhibit "D", at the Closing Timean initial rate of rent of $12,049.50 per month, the terms and conditions contained herein have been complied withtriple net, this completed subscription agreement has been delivered subject to the Corporation and accepted by the Corporation andannual C.P.I. increases. 7.12 Buyer confirming that Seller did not omit any known material liabilities from its June 30, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offering1997 Balance Sheet (Exhibit "E").

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder, including each Beneficial Purchaser) that the obligations of the Corporation hereunder are conditional on the accuracy and truth of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madepossible: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including accepts the approval of the TSX) required for the completion of the transaction contemplated by this Subscriber’s subscription agreementin whole or in part; (b) payment by the representations and warranties Subscriber of the Corporation contained herein being true and correct as of the Closing Time Subscription Price by bank draft or cheque payable to “Gunpowder Capital Corp.” or else by wire transfer in accordance with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated herebywire transfer instructions provided herein; (c) the Corporation Subscriber having complied with all covenantsproperly completed, signed and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior delivered this Subscription Agreement to the ClosingCorporation; (d) the Subscriber having completed this subscription agreement in full properly completed, signed and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation the Schedule “A” Representation Letter as well as all applicable Appendices to such Schedule “A” Representation Letter attached hereto; (e) the Subscriber having properly completed, signed and accepted by the Corporation and, unless other arrangements acceptable delivered to the Corporation have been madesuch other documents as may be required pursuant to terms of this Subscription Agreement; (f) the offer, sale and issuance of the aggregate subscription proceeds representing Shares being exempt from the principal amount prospectus and registration requirements of Debentures subscribed for hereunder have been paid applicable Securities Laws as well as the securities laws in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by United States; and (g) the Corporation representing the Debentures subscribed for hereunder will be available for delivery to representations and warranties of the Subscriber in Toronto, Ontario remaining true and correct at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingClosing.

Conditions of Closing. This subscription is Subscription Agreement shall be subject to acceptance by the Corporation Issuer and approval by the Exchange and any other stock exchange or regulatory authority having jurisdiction with respect to the Issuer (as described below). The Offering is conditional upon, among other thingscollectively, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period“Regulatory Authorities”). The Subscriber acknowledges and agrees that the obligations of the Corporation Issuer hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement and in the term sheet appended as Schedule A as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time Time: (a) the Subscriber having properly completed, signed and delivered this Subscription Agreement (with payment) by no later than 5:00 p.m. (Vancouver time) on July 12, 2017, to: Mackie Research Capital Corporation 100 Xxx Xxxxxx, Xxxxx 0000 Xxxxxxxx Xxxxx West, Box 368 Toronto, Ontario M5L 1G2 Attention: Exxx Xxxxx Email: Exxxxx@xxxxxxxxxxxxxx.xxx (b) all Subscribers having properly completed, signed and delivered the Regulation S Certificate attached as Schedule C hereto; (c) if required by this Subscription Agreement, the Subscriber having properly completed, signed and delivered the Accredited Investor Status Certificate attached as Schedule B hereto (if applicable), and the Existing Security Holder Certificate attached as Schedule D hereto (if applicable); (d) the Issuer having accepted this Subscription Agreement; (e) all necessary regulatory and conditional Exchange approvals having been obtained by the Issuer; and (f) unless other arrangements acceptable to the Corporation have been made: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing; (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation Agent have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have payment having been made with to the Corporation, Debenture Certificates endorsed Agent by the Corporation representing Subscriber of the Debentures subscribed for hereunder will be available for delivery Subscription Price as set out above under the heading “Procedure and Delivery” on page v of this Subscription Agreement and payment having been made to the Issuer by the Agent on behalf of the Subscriber in Toronto, Ontario at of the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingSubscription Price.

Conditions of Closing. This subscription is Conditions of Closing in Favour of the Purchaser 8.1 The Purchaser's obligations to complete the transactions contemplated hereby are subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, satisfaction or waiver at or prior to the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period Time of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeconditions: (a) Investment Canada Act - the Corporation shall Purchaser will have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreementInvestment Canada Act Approval; (b) Other Competition/Antitrust Compliance - Other Competition/Antitrust Compliance will have occurred except where (i) the representations and warranties failure to obtain any approval or decision required under applicable Law in connection with such compliance, or (ii) the completion of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby;hereunder before the expiry of any applicable waiting period, would not constitute a criminal offence by the Purchaser or the Target Companies or expose the Purchaser or the Target Companies to criminal liability or any other liability material in relation to the Target Companies, taken as a whole, or the Purchaser; and (c) Pulp Sales Agreement - the Corporation having complied Vendor will have delivered to the Purchaser at Closing the Pulp Sales Agreement, duly executed on behalf of the Vendor and the Target. Conditions of Closing in Favour of the Vendor 8.2 The Vendor's obligations to complete the transactions contemplated hereunder are subject to the satisfaction or waiver at or before the Time of Closing of the condition that Other Competition/Antitrust Compliance will have occurred except where (a) the failure to obtain any approval or decision required under applicable Law in connection with all covenantssuch compliance, and satisfied all terms and conditions contained herein to be complied with and satisfied or (b) the completion of the transactions contemplated hereunder before the expiry of any applicable waiting period, would not constitute a criminal offence by the Corporation Vendor or the Target Companies or expose the Vendor or the Target Companies to criminal liability or any other liability (for which, in the case of any such other liability, the Purchaser has not provided the Vendor an indemnity of the Purchaser in form and substance satisfactory to the Vendor, acting reasonably). Mutual Conditions Precedent 8.3 The respective obligations of each of the Vendor and the Purchaser to complete the transactions contemplated hereby are subject to the satisfaction or mutual waiver at or prior before the Time of Closing of each of the following conditions: (a) No Restraining Order - there is not in force any judgment, order or decree restraining or enjoining, or which would be breached as a result of, the consummation of the transactions contemplated by this Agreement and there is no proceeding, of a judicial or administrative nature or otherwise, brought by a Government Authority in progress or threatened that relates to or results from the Closingtransactions contemplated by this Agreement that would, if successful, potentially result in a judgment order or ruling that would preclude completion of the transactions contemplated by this Agreement in accordance with the terms hereof or would otherwise be inconsistent with the Designated Regulatory Approvals which have been obtained or would reasonably be expected to have a Material Adverse Effect; (db) Canadian Competition - either (i) Canadian Competition Waiting Period Compliance will have occurred and the Subscriber having completed Purchaser has received Canadian Competition Satisfaction at any time before the Competition Satisfaction Date, or (ii) Canadian Competition Waiting Period Compliance will have occurred and the Competition Satisfaction Date will have occurred without this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder Agreement being terminated pursuant to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offering.7.1(g);

Conditions of Closing. This subscription The amendment and restatement of the Original Loan Agreement pursuant to this Subordinated Loan Agreement is subject to acceptance the following conditions precedent: (a) The Subordinated Agent shall have received copies of each of the following documents in form and content satisfactory to the Subordinated Agent and its counsel, duly executed by the Corporation parties thereto and, where applicable, acknowledged: (i) The Subordinated Loan Documents. (ii) Opinions of counsel to the Borrower delivered on the Closing Date as described below). The Offering is conditional upon, among other thingsthe Subordinated Agent may request and that are acceptable to the Subordinated Agent addressing the existence and good standing of the Borrower and each Subsidiary, the Corporation obtaining TSX approval authorization of the Subordinated Loan Documents, the enforceability of the Subordinated Loan Documents and the Underlying Securities not being perfection of the liens under the Subordinated Loan Documents, the absence of conflicts with law, other material agreements, and court orders, the absence of litigation, and such other matters as the Subordinated Agent may request. (iii) Certificates, dated as of the Effective Date, of the Secretary or an Assistant Secretary of each of the Borrower, the Subsidiaries and the Acquisition Subsidiaries (A) certifying as true, complete and correct the charter and by-laws of the Borrower, each Subsidiary and the Acquisition Subsidiaries, and resolutions of the Board of Directors of the Borrower, each respective Subsidiary and the Acquisition Subsidiaries attached thereto, (B) as to the absence of proceedings or other action for dissolution, liquidation or reorganization of the Borrower, each Subsidiary and the Acquisition Subsidiaries, (C) as to the incumbency of the officers of the Borrower, the Subsidiaries and the Acquisition Subsidiaries who shall have executed instruments, agreements, and other documents in connection with the transactions contemplated hereby or by the Subordinated Loan Documents, and (D) covering such other matters, and with such other attachments thereto, as the Subordinated Agent may request, and such certificate and the attachments thereto shall be satisfactory in form and substance to the Subordinated Agent. (iv) Original Certificates of Title to each of the certificated vehicles owned by the Borrower, and the Acquisition Subsidiaries, each endorsed by the applicable Subordinated Loan Party to evidence that such vehicle is subject to a hold period security interest in favor of more than four months the Subordinated Agent for the benefit of the Subordinated Lenders. (v) The Bailment Agreement. (vi) All other documents reasonably requested by the Subordinated Agent in connection with the transaction contemplated by this Subordinated Loan Agreement. (b) Each of the Mortgages, Financing Statements, and one day from Certificates of Title referenced in subparagraph (a) above, and any other document reasonably required by the Closing Subordinated Agent to be filed of record, shall have been filed of record with the appropriate party in order to put third parties on notice of the liens, security interests or other rights granted by the Subordinated Loan Parties in the Collateral. (c) Stock certificates of Capital Stock of the Acquisition Subsidiaries pledged pursuant to the Pledge Agreements, along with stock powers endorsed in blank and financing statements executed by each of the Pledgors in connection with the perfection of the Liens 23 created by the Pledge Agreements shall have been delivered to CITBC pursuant to the terms of the Bailment Agreement. (d) The Subordinated Agent shall have completed its due diligence review of such matters as it shall deem appropriate, and all other documents relating thereto, the Borrower's, each Subsidiaries' and each Acquisition Subsidiaries' properties and operations thereof, compliance with Environmental Laws, and any available reports related thereto, and the results of such due diligence review shall be satisfactory to the Subordinated Agent. (e) The Subordinated Agent shall have received insurance certificates for the Borrower, its Subsidiaries and the Acquisition Subsidiaries reflecting the insurance coverage required under this Subordinated Loan Agreement. (f) The Borrower shall have provided the Subordinated Agent with a copy of a twelve (12) month projected income statement and capital budget, commencing with the Effective Date, which has been approved by board of director's of Borrower and which is satisfactory to the Subordinated Agent in its sole discretion. (g) The Borrower shall have delivered to the Subordinated Agent copies of audited Financial Statements of the Borrower as of December 31, 1999, unaudited Financial Statements of the Borrower as of March 31, 2000, and there shall not have occurred any Material Adverse Effect in the business, assets or financial condition of any of the Borrower or any of its Subsidiaries since March 31, 2000. (h) As of the Effective Date and the Common Shares being freely tradable on Closing Date, no Default exists or would reasonably be expected to occur by virtue of making the TSX following Subordinated Loan or the expiration loans under the CITBC Financing Agreement or after giving effect to the transactions contemplated by the Subordinated Loan Documents. (i) Except to the extent any of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy them relate to any earlier date, all of the representations and warranties of the Subscriber Borrower and each other Subordinated Loan Party contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made: (a) the Corporation Subordinated Loan Documents shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being be true and correct as of the Closing Time with the same force and effect as if made at Effective Date and as of the Closing Time after giving effect to Date of the transactions contemplated hereby;Subordinated Loan. The Subordinated Loan Documents shall have been executed and delivered by the Subordinated Loan Parties as appropriate and such documents shall be in full force and effect. (cj) As of the Corporation having Effective Date and the Closing Date, the Borrower shall have performed and complied with all covenants, and satisfied all terms agreements and conditions contained herein set forth in or contemplated hereunder or in any other Subordinated Loan Document or in the Equity Documents required to be performed or complied with and satisfied by the Corporation it at or prior to the Closing;each of such dates. (dk) The Borrower shall have paid to Subordinated Agent for the benefit of the Subordinated Lenders all amounts payable pursuant to Section 9.2 of this Subordinated Loan Agreement and shall have paid to the Subordinated Lender all payments required under the terms of the Refinancing Fee Agreement. (l) The Borrower shall have provided schedules to the Subordinated Loan Documents in form and substance satisfactory to the Subordinated Agent. (i) The CITBC Financing Agreement shall have been executed and delivered by all parties thereto and the conditions precedent set forth in Section 2 of the CITBC Financing Agreement shall have been satisfied and (ii) the Subscriber having conditions precedent, covenants and agreements set forth in the Subscription Agreement shall have been satisfied. (n) The Public Offering shall have been completed this subscription agreement and the Borrower shall have received in full one or more wire transfers not less than $49,500,000 as cash proceeds thereof and/or pursuant to the issuance and having sale of Standby Preferred Stock pursuant to the Subscription Agreement. (o) The Borrower shall have fully consummated the Acquisitions, and the Borrower shall have delivered or made available to the Subordinated Agent or its counsel, and the Subordinated Agent shall be satisfied with the documents governing the Acquisitions, including without limitation, the purchase agreements, all other purchase and sale documentation, covenants not to compete, indemnities provided to the Borrower by the sellers, and opinions of counsel. The Acquisitions shall have been lawfully consummated without a waiver of any material terms and conditions with respect thereto and the Borrower shall have acquired indefeasible title, free and clear or all Liens to the stock or assets covered thereby. (p) CITBC shall have purchased the Indebtedness owed pursuant to the Senior Loan Agreement on terms satisfactory to the Subordinated Agent. (q) The Borrower shall have paid to Subordinated Agent, for the ratable benefit of the Subordinated Lenders, principal, interest, and such other amounts so that on the Closing Date the outstanding principal amount of the Debentures subscribed for hereunder Subordinated Loan is $10,000,000 and no accrued but unpaid interest is outstanding as of the Closing Date. (r) No Default, Event of Default, or Material Adverse Effect shall have occurred or be continuing. (s) The Borrower shall have provided to the Corporation in the manner contemplated in this subscription agreement. IfSubordinated Agent such other information, at the Closing Timedocuments, the terms and conditions contained herein agreements as it may reasonably have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringrequested.

Conditions of Closing. This subscription is The obligations of the Underwriters and the Purchasers to complete the purchase of the Units, and, if applicable, the Over-Allotment Units, shall be subject to acceptance the fulfilment before the Time of Closing of the following conditions: (1) the Corporation shall have obtained all requisite regulatory approvals required to be obtained by the Corporation in respect of the Offering; (as described below). The Offering is conditional upon2) the Corporation shall have fully complied with all relevant statutory and regulatory requirements required to be complied with prior to the Time of Closing (including, among other thingswithout limitation, the regulatory requirements of the Exchange) in connection with the Offering; (3) the Corporation obtaining TSX approval shall have received the conditional acceptance of the Exchange to proceed with the Offering and to list the Underlying Securities not being subject to a hold period Common Shares comprising part of more than four months and one day from the Closing Date Units, the Common Shares issuable upon exercise of the Warrants, the Common Shares comprising part of the Over-Allotment Units and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations issuable upon exercise of the Corporation hereunder are conditional on Over-Allotment Warrants, subject to the accuracy usual filing requirements of the representations Exchange; (4) the Corporation shall have filed a “Current AIF” (the “AIF”) as such term is defined in MI 45-102 and warranties shall be a “qualifying issuer” as defined in MI 45-102; (5) the Corporation shall have taken all necessary corporate action to authorize and approve each of the Subscriber contained in this subscription agreement as Documents, the issuance of the date Common Shares comprising part of this subscription agreementthe Units, the Common Shares issuable upon exercise of the Warrants and, if applicable, the Common Shares comprising part of the Over-Allotment Units and the Common Shares issuable upon exercise of the Over-Allotment Warrants, and as of all other matters relating thereto; (6) the Closing Time as if made at and as of the Closing Time, Underwriters and the fulfillment Purchasers shall have received at the Time of Closing a favourable legal opinion of DuMoulin Black, counsel to the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable Corporation, or local counsel to the Corporation have been madeaddressed to the Underwriters and the Purchasers, acceptable to counsel to the Underwriters, to the effect that: (a) the Corporation shall have received all necessary approvals is a corporation validly existing under the laws of its jurisdiction of incorporation and consentsis qualified to carry on business under the laws of Ontario, including all necessary regulatory approvals British Columbia and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreementQuebec, as applicable; (b) the Corporation has all requisite corporate capacity, power and authority to conduct the business as now conducted by it and to own its assets; (c) the authorized capital of the Corporation, consists of 600 million shares divided into 500 million Common Shares and 100 million preferred shares, of which 85,282,862 Common Shares are issued and outstanding as at September 8, 2003; (d) each of the Documents has been duly authorized and executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable in accordance with its terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies); (e) all necessary corporate action has been taken by the Corporation to authorize the creation and issue (as applicable) of the Common Shares comprising part of the Units, the Warrants, the Common Shares issuable upon exercise of the Warrants, the Common Shares comprising part of the Over-Allotment Units, the Over-Allotment Warrants and the Common Shares issuable upon exercise of the Over-Allotment Warrants; (f) the Warrants and, if applicable, the Over-Allotment Warrants, have been created, authorized and issued by the Corporation; (g) the Common Shares comprising part of the Units and, if applicable, the Over-Allotment Units, have been validly issued as fully-paid and non-assessable Common Shares; (h) the Common Shares issuable upon the exercise of the Warrants and, if applicable, the Over-Allotment Warrants, have been authorized and reserved for issue to the holders of the Warrants and, if applicable, the Over-Allotment Warrants, and upon the exercise of the Warrants and, if applicable, the Over-Allotment Warrants in accordance with the terms thereof, such Common Shares will be validly issued as fully-paid and non-assessable Common Shares; (i) the issue and sale of the Units and, if applicable, the Over-Allotment Units, are exempt, either by statute or regulation or order, from the prospectus requirements of the Offering Provinces, subject to the filing of all necessary reports, certificates or undertakings and fees required to be filed under the applicable securities legislation; (j) the Units, the Common Shares comprising part of the Units, the Common Shares issuable upon exercise of the Warrants and, if applicable, the Over-Allotment Units, the Common Shares comprising part of the Over-Allotment Units and the Common Shares issuable upon exercise of the Over-Allotment Warrants will not be subject to any restricted or statutory hold period under the Securities Legislation, which extends beyond four months and one day after the Closing Date, and thereafter no other documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the laws of any of the Offering Provinces, in connection with the first trade by a holder thereof (subject to the usual qualifications); (k) the form of share certificate for the Common Shares conforms with all applicable corporate legislation and Exchange requirements and has been approved by the board of directors of the Corporation; (l) the Common Shares comprising part of the Units, the Common Shares issuable upon exercise of the Warrants and, if applicable, the Common Shares comprising part of the Over-Allotment Units and the Common Shares issuable upon exercise of the Over-Allotment Warrants, have been conditionally approved for listing on the Exchange; and (m) the Corporation is a reporting issuer not in default under the applicable Securities Legislation, and in giving the opinions contemplated above, counsel to the Corporation shall be entitled to deliver opinions of local counsel in the Offering Jurisdictions, and counsel to the Corporation shall be entitled, as to matters of fact, to rely upon the representations and warranties of the Purchasers contained in the Subscription Agreements, a certificate of fact of the Corporation signed by officers of the Corporation in positions to have knowledge of such facts and their accuracy, certificates of such public officials and other persons as are necessary or desirable; (7) the Underwriters shall have received at the Closing a title opinion, in form and substance satisfactory to the Underwriters’ counsel acting reasonably, addressed to the Underwriters and their counsel in respect of the title of the Corporation in and to the Resource Properties; (8) the Underwriters and the Purchasers shall have received a certificate of the Corporation, dated the Closing Date, signed by the Chief Executive Officer of the Corporation or by such other officer or officers of the Corporation acceptable to the Underwriters, certifying that: (a) the Corporation has complied with all covenants and satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied up to the Time of Closing; (b) all of the representations and warranties contained herein being in this Agreement are true and correct as of the Closing Time Date with the same force and effect as if made at and as of the Closing Time Date, after giving effect to the transactions contemplated hereby; (c) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation having complied with all covenants(including the currently issued and outstanding Common Shares, the Common Shares comprising part of the Units, the Common Shares issuable upon exercise of the Warrants and, if applicable, the Common Shares comprising part of the Over-Allotment Units and satisfied all terms the Common Shares issuable upon exercise of the Over-Allotment Warrants), has been issued and conditions contained herein to be complied with and satisfied by the Corporation at or prior no proceedings for such purposes are pending, or, to the Closingknowledge of such officers, contemplated or threatened; (d) the Subscriber having completed this subscription agreement in full execution and having paid the principal amount delivery (as applicable) of the Debentures subscribed for hereunder Documents, the certificates representing each of the Units, the Common Shares comprising part of the Units, the Common Shares issuable upon exercise of the Warrants, the Over-Allotment Units, the Common Shares comprising part of the Over-Allotment Units and the Common Shares issuable upon exercise of the Over-Allotment Warrants and the performance of the transactions contemplated thereby, do not and will not result in a breach of, and do not create a state of facts which, after notice, or lapse of time or both, will result in a breach of, and do not and will not conflict with, any of the terms, conditions or provisions of the Articles or any trust indenture, agreement or instrument to which the Corporation in the manner contemplated in this subscription agreement. If, at is contractually bound on the Closing Time, Date; and, (9) the terms and conditions contained herein have been complied with, this completed subscription agreement Corporation has been delivered to the Corporation Underwriters a certificate of Computershare Trust Company of Canada, as registrar and accepted by transfer agent of the Corporation andCommon Shares, unless other arrangements acceptable which certifies the number of Common Shares issued and outstanding on the date prior to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingDate.

Conditions of Closing. This subscription The Purchaser acknowledges that the Company’s obligation to sell the Securities to the Purchaser is subject to acceptance by the Corporation (as described below). The Offering is conditional uponto, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeconditions: (a) the Corporation shall have received Purchaser or Beneficial Purchaser, if any, for whom the Purchaser is acting as trustee or agent executing and returning to the Company as directed in paragraph 4 all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval documents required by applicable Securities Laws for delivery on behalf of the TSXPurchaser or Beneficial Purchaser, if any, for whom the Purchaser is acting as trustee or agent, including, without limitation, the documents specified in paragraph 4, by no later than 5:00 p.m. (Eastern Daylight Time) required for on the completion of date that is two days before the transaction contemplated by this subscription agreement;Closing Date;‌ (b) if applicable, the representations and warranties Company having obtained all required regulatory approvals to permit the completion of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; (c) the Corporation having complied with all covenantsissue and sale and delivery of the FT Shares being exempt from the requirements to file a prospectus or deliver an offering memorandum (as defined in applicable Securities Laws, including Ontario Securities Commission Rule 14-501 “Definitions”) or any similar document under applicable Securities Laws and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior other applicable securities laws relating to the Closing;issue, sale and delivery of the FT Shares, or that the Company has received such orders, consents or approvals as may be required to permit such issue, sale and delivery without the requirement to file a prospectus or deliver an offering memorandum or any similar document; and (d) the Subscriber having completed this subscription agreement in full representations and having paid the principal amount warranties of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms Purchaser being true and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario correct as at the Closing Time. The Corporation Purchaser and each Beneficial Purchaser, if any, acknowledges and agrees that the Company will deliver such Debenture Certificates be required to provide to the address set Securities Commissions a list setting out for delivery the identities of the Beneficial Purchasers of the FT Shares. Notwithstanding that the Purchaser may be purchasing FT Shares as an agent on page 2 behalf of this subscription agreement promptly after an undisclosed principal (if permissible under the closing relevant Securities Laws), the Purchaser agrees to provide, on request, particulars as to the identity of its Offeringsuch undisclosed principal as may be required by the Company in order to comply with the foregoing and Securities Laws.

Conditions of Closing. This The sale of the Units and the release of subscription is funds for the escrow account are subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as parties hereto, to the performance by such parties of the date of this subscription agreement, their respective obligations hereunder and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of to the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madefurther conditions: (a) At each Closing Time no order suspending the Corporation effectiveness of the Registration Statement shall have received all necessary approvals been issued under the 1933 Act or proceeding therefor initiated or threatened by the SEC, and consents, including all necessary regulatory approvals and consents (including the approval CFTC shall have filed the Prospectus as a Disclosure Document without a finding of the TSX) required for the completion of the transaction contemplated by this subscription agreement;further deficiencies. (b) At each Closing Time, the Managing Owner shall deliver a certificate to the effect that: (i) no order suspending the effectiveness of the Registration Statement has been issued and no proceedings therefor have been instituted or to the best of their knowledge upon due and diligent inquiry threatened by the SEC, the CFTC or other regulatory or self-regulatory body; (ii) the representations and warranties of the Corporation Managing Owner contained herein being are true and correct as of the Closing Time with the same force and effect as if though expressly made at such Closing Time and as in respect of the Registration Statement as in effect at such Closing Time after giving effect Time; and (iii) the Managing Owner has performed all covenants and agreements herein contained which are required to the transactions contemplated hereby;be performed on their part at or prior to such Closing Time. (c) The parties hereto shall have been furnished with such additional information, opinions and documents, including supporting documents relating to parties described in the Corporation having complied Prospectus and certificates signed by such parties with regard to information relating to them and included in the Prospectus as they may reasonably require for the purpose of enabling them to pass upon the sale of the Units as herein contemplated and related proceedings, in order to evidence the accuracy or completeness of any of the representations or warranties or the fulfillment of any of the conditions herein contained; and all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied actions taken by the Corporation at or prior to the Closing; (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offering.parties hereto

Conditions of Closing. This subscription is Subscription Agreement shall be subject to acceptance by the Corporation Issuer and approval, as applicable, by Nasdaq and the TSX and any other stock exchange or regulatory authority having jurisdiction with respect to the Issuer (as described below). The Offering is conditional upon, among other thingscollectively, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period“Regulatory Authorities”). The Subscriber acknowledges and agrees that the obligations of the Corporation Issuer hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement and in the term sheet appended as Schedule A as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeTime: (a) the Corporation shall have received all necessary approvals Subscriber having properly completed, signed and consentsdelivered this Subscription Agreement (with payment) by no later than 5:00 p.m. (Vancouver time) on Tuesday, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement;August 29, 2023, to: NioCorp Developments Ltd. 0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Attention: Xxx Xxxx Email: xxx.xxxx@xxxxxxx.xxx (b) if required by this Subscription Agreement, the representations Subscriber having properly completed, signed and warranties of delivered the Corporation contained herein being true Accredited Investor Status Certificate attached as Schedule B hereto (if applicable), the Regulation S Certificate attached as Schedule C hereto (if applicable) and correct the U.S. Purchaser Certificate attached as of the Closing Time with the same force and effect as Schedule D hereto (if made at and as of the Closing Time after giving effect to the transactions contemplated herebyapplicable); (c) the Corporation Issuer having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closingaccepted this Subscription Agreement; (d) all necessary regulatory and conditional approvals from or filings with the applicable Regulatory Authorities having been obtained or made by the Issuer; and (e) payment having been made by the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address Subscription Price as set out for delivery above under the heading “Procedure and Delivery” on page 2 vi of this subscription agreement promptly after the closing of its OfferingSubscription Agreement.

Conditions of Closing. This subscription is subject 7.1 Purchaser's Conditions (a) Purchaser shall be obliged to acceptance by complete the Corporation (as described below). The Offering is conditional upon, among other things, Transactions only if each of the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from following conditions precedent has been satisfied in full at or before the Closing Date and (each of which conditions precedent is acknowledged to be for the Common Shares being freely tradable on the TSX following the expiration exclusive benefit of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy Purchaser): (i) all of the representations and warranties of each of the Subscriber contained Vendors made in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made: (a) the Corporation Agreement shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being be true and correct as of at the Closing Time Date with the same force and effect as if made at and as of the Closing Time after Date (except as those representations and warranties may be affected by events or transactions (A) expressly permitted by this Agreement, or (B) approved in writing by Purchaser) and without giving effect to any supplements to any disclosure schedules provided after the transactions contemplated herebydate hereof; (cii) all of the representations and warranties of the Corporation having made in this Agreement shall be true and correct as at the Closing Date with the same effect as if made at and as of the Closing Date (except as those representations and warranties may be affected by events or transactions (A) expressly permitted by this Agreement, or (B) approved in writing by Purchaser) without giving effect to any supplements to any disclosure schedules provided after the date hereof; (iii) each Vendor shall have complied with or performed all covenantsof the obligations, covenants and satisfied all terms and conditions contained herein agreements under this Agreement to be complied with or performed by said Vendor at or before the Closing Date, including the Vendors' Closing deliveries specified in Section 6.2, to the satisfaction of Purchaser, acting reasonably; (iv) the Corporation shall have complied with or performed all of the obligations, covenants and satisfied agreements under this Agreement to be complied with or performed by the Corporation at or prior before the Closing Date, including the Corporation's Closing deliveries specified in Section 6.3, to the Closingsatisfaction of Purchaser, acting reasonably; (dv) all Consents described in Schedule 3.2(c) shall have been obtained, in each case in form and substance satisfactory to Purchaser, acting reasonably or waived by Purchaser; (vi) all documentation relating to the Transactions is satisfactory to Purchaser, acting reasonably, including the Escrow Agreement and the escrow of the Escrow Shares and the Deposit, as hereinafter defined, for the purposes of securing some of the indemnities by Designated Vendors hereto has been duly made; (vii) there shall be no injunction or restraining order issued preventing, and no pending or threatened claim, against any Party, for the purpose of enjoining or preventing, the completion of the Transactions or otherwise claiming that this Agreement or the completion of the Transactions is improper or would give rise to a claim under any applicable law; (viii) no applicable law shall have been enacted, introduced or announced which may have a Material Adverse Effect; (ix) there shall have been no Material Adverse Change since the Balance Sheet Date; (x) the Subscriber having completed this subscription agreement sale and delivery of the Ramtron Stock to the Designated Vendors is exempt from the requirement to file a prospectus and the requirement to deliver an offering memorandum under any applicable statute relating to the sale of the Ramtron Stock or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum. (b) If any of the conditions in Section 7.1(a)shall not be satisfied or fulfilled in full and having paid at or before the principal amount of the Debentures subscribed for hereunder Closing Time to the Corporation satisfaction of Purchaser, Purchaser in the manner contemplated its sole discretion may, without limiting any rights or remedies available to Purchaser at law or in equity, either: (i) terminate this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered Agreement by notice in writing to the Corporation and accepted by the Corporation andVendors, unless other arrangements acceptable except with respect to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid obligations contained in accordance Sections 8.1 and 9.5 which shall survive that termination; or (ii) waive compliance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed any such condition in whole or in part by the Corporation representing the Debentures subscribed for hereunder will be available for delivery notice in writing to the Subscriber in TorontoVendors, Ontario at the Closing Time. The Corporation will deliver except that no such Debenture Certificates to the address set out for delivery on page 2 waiver shall operate as a waiver of this subscription agreement promptly after the closing of its Offeringany other condition.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations obligation of the Corporation Agent hereunder are conditional on the accuracy and of the representations and warranties of Subscribers to purchase the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of Debentures at the Closing Time as if made at and as of the on each Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable Date will be subject to the Corporation have been madefollowing: (a) the Corporation shall have received all necessary approvals Agent will receive at the Closing Time a legal opinion addressed to the Agent and consentsAgent's Counsel dated and delivered the Closing Date from the Corporation's counsel, including all necessary regulatory approvals XxXxxxxx LLP, and consents from local counsel (including the approval in respect of matters governed by laws of the TSXOffering Jurisdiction where the Corporation's counsel is not qualified to practice), in each case in form and substance satisfactory to the Agent and Agent's Counsel, acting reasonably, with respect to the following matters: (i) required for the completion each of the transaction contemplated by this subscription agreementCorporation and the Subsidiary is incorporated and validly existing under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, as the case may be, and has all requisite corporate power and capacity to carry on the Business as now conducted and to own, lease and operate its property and assets; (bii) as to the representations authorized and warranties issued capital of the Corporation contained herein being true and correct as of the Closing Time Subsidiary, and with the same force and effect as if made at and as of the Closing Time after giving effect respect to the transactions contemplated herebySubsidiary the ownership thereof; (ciii) the Corporation having complied with all covenantsDebentures have been duly and validly created, authorized and satisfied all terms issued and conditions contained herein to be complied with and satisfied by are outstanding as fully paid securities of the Corporation at or prior to the ClosingCorporation; (div) the Subscriber having completed this subscription agreement in full Unit Shares comprising the Units have been validly allotted and having paid reserved for issuance and, upon the principal amount issue thereof upon conversion of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements the terms of the Debenture Certificates will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Corporation; (v) the Warrants comprising the Units have been made validly authorized, created and reserved for issuance and, upon the issue thereof upon conversion of the Debentures in accordance with the Corporation, terms of the Debenture Certificates endorsed by will be validly issued and outstanding as fully paid and non-assessable securities in the Corporation capital of the Corporation; (vi) the Warrant Shares underlying the Warrants have been validly allotted and reserved for issuance and, upon the issue thereof upon the exercise of the Warrants in accordance with the terms of the Warrant Certificate will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Corporation; (vii) the Broker Warrants have been validly created, authorized and issued as fully paid securities of the Corporation; (viii) the Broker Shares underlying the Broker Warrants have been validly allotted and reserved for issuance and, upon the issue thereof upon the exercise of the Broker Warrants in accordance with the terms of the Broker Warrant Certificate, will be validly issued and outstanding as fully paid and non-assessable Common Shares in the capital of the Corporation; (ix) the Finance Fee Shares, if any, have been validly issued as fully paid and non- assessable common shares of the Corporation; (x) the form and terms of the (i) definitive certificate representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offering.Common Shares

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made Agents to deliver at and as of the Closing Time, executed Subscription Agreements, shall be conditional upon the Agents being satisfied with the results of the due diligence investigations relating to Altitude and Triumph and upon the fulfillment fulfilment at or before the Closing Time of the following additional conditions, which conditions as soon as possible Altitude and in any event not later than Triumph covenant to use commercially reasonable efforts to fulfil or cause to be fulfilled prior to the Closing Time unless other arrangements acceptable to the Corporation have been madeTime: (a) the Corporation execution and delivery of this Agreement, the Subscription Receipt Agreements, the Subscription Receipt Subscription Agreements, the Subscription Receipt Certificates and the Altitude Warrant Certificates and the allotment and reservation of the Altitude Common Shares, the Altitude Warrants and the Altitude Warrant Shares, shall have received been duly authorized or approved by Altitude by all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreementcorporate action; (b) the representations execution and warranties delivery of this Agreement, the Subscription Receipt Agreements, the FT Subscription Receipt Subscription Agreements, the FT Subscription Receipt Certificates and the Broker Warrant Certificates and the allotment and reservation of the Corporation contained herein being true Triumph FT Common Shares, the Broker Warrants and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated herebyBroker Warrant Shares, shall have been duly authorized or approved by Triumph by all necessary corporate action; (c) any necessary consents or approvals of the Corporation having complied Regulatory Authorities with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior respect to the Closingissuance and sale by Altitude of the Subscription Receipts, the Altitude Common Shares, the Altitude Warrants and the Altitude Warrant Shares and the issuance and sale by Triumph of the FT Subscription Receipts, the Triumph FT Common Shares, the Broker Warrants and the Broker Warrant Shares shall have been obtained; (d) the Subscriber having completed this subscription agreement Agents shall have received certificates addressed to the Agents and to the Purchasers, dated as of such Closing Date, signed by Altitude’s Chief Financial Officer, or such other officer as Altitude and the Agents may accept, certifying on behalf of Altitude that, except as has been generally disclosed at the date thereof: (i) Altitude has no material undisclosed contingent liability; (ii) the representations and warranties of Altitude contained herein and in full the Subscription Agreements are true and having paid correct and all the principal amount terms and conditions relating to Altitude contained herein and therein and required to be performed and complied with by Altitude by or at the applicable Closing Time have been performed and complied with by Altitude; and (iii) no order ceasing or suspending trading in securities of Altitude or prohibiting the offering of the Debentures subscribed Subscription Receipts or the issuance or distribution of the Altitude Common Shares, the Altitude Warrants or the Altitude Warrant Shares has been issued and no proceedings for hereunder such purpose are pending or, to the Corporation knowledge of Altitude, threatened; (e) the Agents shall have received certificates addressed to the Agents and to the Purchasers, dated as of such Closing Date, signed by Triumph’s Chief Financial Officer, or such other officer as Triumph and the Agents may accept, certifying on behalf of Triumph that, except as has been generally disclosed at the date thereof: (i) Triumph has no material undisclosed contingent liability; (ii) the representations and warranties of Triumph contained herein and in the manner contemplated in this subscription agreement. If, Subscription Agreements are true and correct and all the terms and conditions relating to Triumph contained herein and therein and required to be performed and complied with by Triumph by or at the applicable Closing Time have been performed and complied with by Triumph; and (iii) no order ceasing or suspending trading in securities of Triumph or prohibiting the offering of the FT Subscription Receipts or the issuance or distribution of the FT Subscription Receipts, the Triumph FT Common Shares, the Broker Warrants or the Broker Warrant Shares has been issued and no proceedings for such purpose are pending or, to the knowledge of Triumph, threatened; (f) the Agents shall have received favourable legal opinions, in a form satisfactory to the Agents, acting reasonably, dated as of such Closing Date, from Xxxxxx Xxxxxxx LLP, counsel to Altitude and XxXxxxxx LLP, counsel to Triumph and where appropriate, counsel in the other Offering Jurisdictions and other jurisdictions as may be required, addressed to the Agents and to the Purchasers with respect to the matters set out in Appendix “D” hereto and/or such other matters as the Agents may reasonably request prior to the Closing Time; (g) as at the applicable Closing Time, all covenants, agreements and obligations of Altitude and Triumph hereunder and under the Subscription Agreements required to be performed or complied with on or before the Closing Time shall have been so performed or complied with and all conditions required to be complied with by Altitude and Triumph shall have been complied with; and (h) from the date hereof until the final Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered Agents shall receive drafts of all press releases to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid be issued in accordance with Section 7 hereof, unless other arrangements have been made connection with the CorporationOffering, Debenture Certificates endorsed with sufficient time for the Agents and their legal counsel to comment thereon. In order to comply with the applicable U.S. federal and state securities laws, any press release issued by Triumph concerning the Corporation representing the Debentures subscribed for hereunder will Offering shall be available for delivery to the Subscriber in Toronto, Ontario marked (a) at the Closing Timetop of the press release, as follows: “NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES” and (b) at the bottom of the press release as follows: “THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. The Corporation will deliver THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.” In providing such Debenture Certificates opinions, counsel may, where appropriate, rely on the opinions of counsel in all jurisdictions other than British Columbia, Alberta and Ontario and on certificates or letters of the auditors, of the officers of Altitude and Triumph, of the transfer agent of Altitude and Triumph and public officials as to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringfactual matters relevant to such opinions.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). ‌ The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation Agent hereunder are conditional on with respect to the accuracy Offering will be subject to the completion by the Agent of a due diligence review satisfactory to the representations Agent in its sole judgment and warranties of to the Subscriber contained satisfaction (or waiver by the Agent in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment its sole discretion) of the following additional conditions, as applicable, which conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable Company covenants to exercise its commercially reasonable efforts to have fulfilled on or prior to the Corporation have been madeTime of Closing or any Option Closing Date, as applicable: (a) The Agent will receive at the Corporation shall have received all necessary approvals Time of Closing a legal opinion addressed to the Agent and consentsits counsel, including all necessary regulatory approvals Fasken Xxxxxxxxx XxXxxxxx LLP, dated and consents delivered the Closing Date from the Company’s counsel, XxXxxxxx LLP, and from local counsel (including the approval in respect of matters governed by laws of the TSXQualifying Jurisdiction where the Company’s Canadian counsel is not qualified to practice), in each case in form and substance satisfactory to the Agent and its counsel, acting reasonably, with respect to the following matters, subject to such reasonable assumptions and qualifications customary with respect to transactions of this nature as may be accepted by Agent’s counsel: (i) required for the completion of Company is a corporation duly created and validly existing under the transaction contemplated by this subscription agreementBCBCA, amalgamated or continued, as the case may be, and has all requisite corporate power, capacity and authority to carry on its business as now conducted and to own, lease and operate its property and assets; (bii) as to the representations authorized and warranties issued capital of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated herebyCompany; (ciii) the Corporation having complied with all covenantsSpecial Warrants have been duly and validly created, authorized and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closingissued; (div) the Subscriber having completed this subscription agreement in full Unit Shares and having paid Warrants comprising the principal amount Underlying Units have been duly and validly created authorized, allotted and reserved for issuance and, upon the issue thereof upon the exercise or deemed exercise of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid Special Warrants in accordance with Section 7 hereofthe terms of the Special Warrant Indenture, unless other arrangements will be validly issued and outstanding, in the case of the Unit Shares, as fully paid and non- assessable Common Shares in the capital of the Company; (v) the Warrant Shares underlying the Warrants have been made duly and validly created, authorized, allotted and reserved for issuance and, upon the issue thereof upon the exercise of the Warrants in accordance with the Corporationterms of the Warrant Indenture, Debenture Certificates endorsed will be validly issued and outstanding as fully paid and non-assessable Common Shares in the capital of the Company; (vi) the Compensation Options have been duly and validly created, authorized and issued; (vii) the Compensation Option Shares underlying the Compensation Options have been duly and validly created, authorized, allotted and reserved for issuance and, upon the issue thereof upon the exercise of the Compensation Options in accordance with the terms of the Compensation Option Certificate, will be validly issued and outstanding as fully paid and non-assessable Common Shares in the capital of the Company; (viii) the Compensation Option Warrants underlying the Compensation Options have been duly and validly created, authorized, allotted and reserved for issuance; (ix) the Common Shares underlying the Compensation Option Warrants have been duly and validly created, authorized, allotted and reserved for issuance and, upon the issue thereof upon the exercise of the Compensation Option Warrants in accordance with the terms thereof, will be validly issued and outstanding as fully paid and non-assessable Common Shares in the capital of the Company; (x) the form and terms of the definitive certificate representing the Common Shares and the certificate representing the Special Warrants (if any) have been approved by the Corporation representing directors of the Debentures subscribed Company and comply in all material respects with the BCBCA, the constating documents of the Company and the rules of the CSE; (xi) the Company has all necessary corporate power and capacity: (i) to execute and deliver the Transaction Documents and perform its obligations thereunder; (ii) to create, issue and sell the Special Warrants; (iii) to allot, reserve for hereunder will be available issuance and issue the Unit Shares and Warrants comprising the Underlying Units issuable upon exercise or deemed exercise of the Special Warrants, (iv) to allot, reserve for delivery to issuance and issue the Subscriber in Toronto, Ontario at Warrant Shares issuable upon exercise of the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offering.Warrants;

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement and the Corporation is relying on the truth of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeTime: (a) on or before June 15, 2023, payment by the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval Subscriber of the TSX) required for Subscription Amount by way of electronic money transfer in United States dollars in accordance with the completion of wire instructions attached hereto as Schedule “H”, or such other payment method as may be agreed to by the transaction contemplated by this subscription agreementCorporation; (b) on or before June 15, 2023, the representations Subscriber having properly completed, signed and warranties of delivered this Subscription Agreement (including the Corporation contained herein being true Interest Election Certificate in Schedule “B” (if the Subscriber is so electing), the Canadian Accredited Investor Status Certificate in Schedule “C”, the Employee, Executive Officer, Director and correct Consultant Status Certificate in Schedule “D”, the LEGAL*59255427.2 Offshore Purchaser Certificate in Schedule “E”, the Accredited Investor Certificate in Schedule “F”, as of applicable, including any exhibit attached thereto, as applicable) as may be directed by the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated herebyCorporation; (c) the Corporation Subscriber having complied with executed and returned to the Corporation, at the Corporation’s request, all covenants, and satisfied all terms and conditions contained herein to other documents as may be complied with and satisfied required by the Securities Laws for delivery by the Corporation at or prior to on behalf of the ClosingSubscriber; (d) the Subscriber Corporation accepting the Subscriber’s subscription, in whole or in part; (e) the Corporation having completed this subscription agreement obtained all necessary approvals and consents and regulatory approvals in full and having paid the principal amount respect of the Offering; (f) the issue and sale of the Convertible Debentures subscribed for hereunder being exempt from the requirement to file a prospectus or registration statement and the requirement to deliver an offering memorandum under applicable Securities Laws relating to the offer and sale of the Convertible Debentures, 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 registration statement or to deliver an offering memorandum; and (g) all documentation relating to the offer, sale and issuance of the Convertible Debentures being in form and substance satisfactory to the Corporation in on the manner contemplated in this subscription agreement. If, at advice of the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingFinancial Advisor.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation Dealers hereunder are conditional on subject to the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment satisfaction of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeconditions: (a) at the Time of Closing, the Corporation shall will cause its counsel, Blake, Xxxxxxx & Xxxxxxx LLP, to deliver to the Dealers and their counsel, Torys LLP, a favourable legal opinion with respect to all such matters as the Dealers may reasonably request, including, without limiting the generality of the foregoing: to the existence and corporate power and capacity of the Corporation; the creation, authorization, issue and sale of the Notes; the authorization of the Trust Indenture; that the attributes of the Notes are consistent in all material respects with the descriptions thereof in the Term Sheets; that the form of global certificate representing the Notes has been approved by the Corporation and complies with the provisions of the Trust Indenture; that the Corporation has appointed the Trustee as trustee under the Trust Indenture; that the Trustee, at its principal office in the City of Toronto, has been duly appointed by the Corporation as the paying agent in respect of the Notes under the Trust Indenture; the enforceability of this Agreement, the Trust Indenture and the Notes; that the execution and delivery by the Corporation of, and the performance by the Corporation of its obligations under this Agreement and the Trust Indenture, including the issuance of the Notes, do not and will not result in a breach of any of (A) the provisions of the constating documents of the Corporation, or (B) any law of general application applicable in the Offering Jurisdictions; the Trust Indenture complies with the provisions of the CBCA and the Business Corporations Act (Ontario); the issuance of the Notes under the Trust Indenture complies with the provisions of the CBCA; the reporting issuer status of the Corporation under applicable Canadian Securities Laws; that no authorization, consent or approval of, or registration, filing or recording of the Trust Indenture with, any governmental or regulatory authority under any applicable statute or regulation of general application of the Province of Ontario or of Canadaapplicable therein is necessary in order to preserve or protect the validity or enforceability of the Trust Indenture; and that the offering, issuance, sale and delivery of the Notes by the Corporation to purchasers in the Offering Jurisdictions, in accordance with the terms and conditions of this Agreement, is, or will be exempt from the prospectus requirements of Canadian Securities Laws and no prospectus will be required, no other document will be required to be filed, no proceeding will be required to be taken and no approval, permit, consent, order, or authorization of any regulatory authority will be required to be obtained under Canadian Securities Laws to issue and deliver the Notes to such purchasers, other than the filing of a Form 45-106F1 prescribed under NI 45-106 within 10 days after the date of issue and sale of the Notes and the payment of any fees related thereto; and as to the first trade of the Notes pursuant to section 2.5 of National Instrument 45 -102 – Resale of Securities. It is understood that such counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than Canada and the Provinces of Ontario, Québec, British Columbia and Alberta, (or alternatively make arrangements to have such opinions of local counsel directly addressed to the Dealers), and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of an officer of the Corporation. (b) at the Time of Closing, the Dealers will have received all necessary approvals from their counsel, Torys LLP, a legal opinion dated the Closing Date, in form and consentssubstance satisfactory to the Dealers, including all necessary regulatory approvals and consents (including with respect to such matters as the approval Dealers may reasonably require relating to the distribution of the TSXNotes to the extent governed by the laws of Alberta, Ontario or Québec. (c) required for at the completion Time of Closing, the Corporation will deliver to the Dealers a certificate dated the Closing Date addressed to the Dealers and their counsel, and signed by the chief executive officer and the chief financial officer of the transaction contemplated by Corporation or such other officers of the Corporation as may be acceptable to the Dealers, acting reasonably, certifying for and on behalf of the Corporation (without personal liability) that: (i) the Corporation has complied with all the covenants and satisfied all the terms and conditions of this subscription agreementAgreement and the Trust Indenture on its part to be complied with and satisfied at or prior to the Time of Closing; (bii) the representations and warranties of the Corporation contained herein being are true and correct in all material respects as of the Time of Closing Time with the same force and effect as if made at and as the Time of the Closing Time after giving effect to the transactions contemplated hereby, except for representations and warranties which are made as of a specific date other than the Closing Date, in which case they will be true and correct in all material respects as of that date only; (ciii) no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Notes has been issued and no proceedings for such purpose have been instituted or are pending or, to the best of the knowledge of such officers, threatened; (iv) since the respective dates of the Disclosure Materials, there has been no material adverse change, financial or otherwise, in the business, affairs, operations, assets, liabilities (contingent or otherwise), capital or prospects of the Corporation and its Subsidiaries (taken as a whole), or any development involving a prospective material adverse change, financial or otherwise, in the business affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and its Subsidiaries (taken as a whole), from that disclosed in the Corporation’s Information Record or the Disclosure Materials (as they existed at the respective dates thereof); (v) none of the documents filed with Canadian Securities Regulators forming the Corporation’s Information Record contained a misrepresentation as at the time the relevant document was filed that has not since been corrected; (vi) the Corporation having complied with all covenantsAcquisition has not been terminated or amended in any material respect, and satisfied all terms and conditions contained herein to be complied with and satisfied no material provision has been waived by the Corporation at and no event has occurred or condition exists which, to the Corporation’s Knowledge, will prevent the Acquisition Closing Date from occurring on or prior to the Outside Date, substantially and in all material respects as contemplated in the 2.7 Announcement, and the Corporation has no reason to believe that the Acquisition will not be completed in accordance with the 2.7 Announcement on or prior to the Outside Date; (vii) the Acquisition has not lapsed or been withdrawn; (viii) the Separation Agreement has not been terminated or amended in any material respect, no material provision has been waived by the Corporation and no event has occurred or condition exists which, to the Corporation’s Knowledge, will prevent the Separation from occurring, substantially and in all material respects as contemplated in the Separation Agreement, and the Corporation has no reason to believe that the Separation will not be completed in accordance with the terms of the Separation Agreement; (ix) there has not been any adverse change in the assigned ratings on the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited which change is continuing at the Time of Closing, and no rating agency has placed any of the securities of the Corporation on credit watch or shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Notes; and (x) as to such other matters of a factual nature as the Dealers and the Dealers’ counsel may reasonably request; and such statements shall be true in fact; (d) the Subscriber having completed this subscription agreement in full credit rating issued by Xxxxx’x Investors Service, Inc. for the Notes shall be at least “Baa1” (stable), the credit rating issued by DBRS Limited for the Notes shall be at least “A (stable)” and having paid the principal amount of credit rating issued by Fitch Ratings Limited for the Debentures subscribed for hereunder Notes shall be at least “A- (stable)” and the Corporation shall deliver to the Corporation in Dealers letters from Xxxxx’x Investors Service, Inc., DBRS Limited and Fitch Ratings Limited confirming such respective ratings; (e) the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein Supplemental Indentures shall have been complied with, this completed subscription agreement has been executed and delivered to by each of the Corporation and accepted the Trust Company in form and substance satisfactory to the Dealers, acting reasonably; (f) evidence satisfactory to the Dealers that the Corporation’s board of directors has authorized and approved this Agreement and the Trust Indenture and, in each case, all matters relating thereto, and have authorized and approved the issuance of the Notes and all matters relating thereto; and (g) all actions required to be taken by or on behalf of the Corporation andand its Subsidiaries, unless other arrangements acceptable as applicable, including the passing of all requisite resolutions of the board of directors of the Corporation and each Subsidiary and all requisite filings with governmental authorities, will have occurred at or prior to the Corporation have been madeTime of Closing so as to: (i) execute and deliver this Agreement and all other documents contemplated under this Agreement; and (ii) create, issue and sell the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid Notes in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 provisions of this subscription agreement promptly after Agreement and the closing of its OfferingTrust Indenture.

Conditions of Closing. This subscription The obligation of each Lender to make its Loan on the Closing Date is subject to acceptance the satisfaction of the following conditions precedent: (a) The Agent shall have received the following, each dated as of the Closing Date (unless otherwise specified) and, except for the Notes and the certificates required to be delivered under the Borrower Pledge and Security Agreement, in sufficient executed originals for each Lender: (i) a Term Note for each Lender that is a party hereto as of the Closing Date, in the amount of such Lender's Commitment, duly completed in accordance with the provisions of Section 2.4(a) and executed by the Corporation Borrower; (ii) the Borrower Pledge and Security Agreement, duly completed and executed by the Borrower, together with the certificates evidencing the capital stock being pledged thereunder as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and undated stock powers for each such certificate, duly executed in blank; (iii) the Common Shares being freely tradable on Borrower Collateral Assignment of Agreements, duly completed and executed by the TSX following Borrower; (iv) the expiration Escrow Agreement, duly completed and executed by the Borrower; (v) the Subsidiaries Guaranty, duly completed and executed by each Non-Insurance Subsidiary of the Borrower; (vi) the Subsidiaries Collateral Assignment of Agreements, duly completed and executed by each Non-Insurance Subsidiary of the Borrower; (vii) the favorable opinion of (A) Xxxxxxxx Xxxxxxxxx Xxxxxx Aronsohn & Xxxxxx LLP, counsel to the Borrower, Brooks, Pierce, XxXxxxxx, Xxxxxxxx & Xxxxxxx, special North Carolina counsel to the Borrower, Hunton & Xxxxxxxx, special Virginia counsel to the Borrower, and Saul, Ewing, Xxxxxx & Xxxx, special Pennsylvania regulatory counsel to the Borrower, each in form reasonably satisfactory to the Agent and substantially covering the opinion matters set forth in Exhibit H, and (B) the favorable North Carolina enforceability opinion of Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A., in each case addressed to the Agent and the Lenders, and addressing such hold period. The Subscriber acknowledges other matters as the Agent or any Lender may reasonably request; and (viii) a letter from each of Dilworth, Paxon, Xxxxxx & Xxxxxxx LLP, counsel to PIC, Xxxxxxxxxxx & Xxxxxxxx LLP, counsel to Trirock, and agrees Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxx LLP, counsel to the Borrower, each addressed to the Agent and the Lenders, and each to the effect that the obligations Agent and the Lenders are entitled to rely on its opinion delivered in connection with the Acquisition as if such opinion were addressed to them and attaching a copy thereof. (b) The Agent shall have received a certificate, signed by the president or chief financial officer of the Corporation hereunder are conditional on Borrower, in form and substance satisfactory to the accuracy of the Agent, certifying that (i) all representations and warranties of the Subscriber Borrower contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, Agreement and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being Loan Documents are true and correct as of the Closing Time Date, both immediately before and after giving effect to the consummation of the Transactions, the making of the Loans and the application of the proceeds thereof, (ii) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to the consummation of the Transactions, the making of the Loans and the application of the proceeds thereof, (iii) both immediately before and after giving effect to the consummation of the Transactions, the making of the Loans and the application of the proceeds thereof, no Material Adverse Change has occurred since December 31, 1995, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Change, and (iv) all conditions to the consummation of the Acquisition have been satisfied and have not been waived or amended without the prior written consent of the Agent. (c) The Agent shall have received a certificate of the secretary or an assistant secretary of each of the Borrower and each of its Subsidiaries party to the Subsidiaries Guaranty, in form and substance satisfactory to the Agent, certifying (i) that attached thereto is a true and complete copy of its articles or certificate of incorporation and all amendments thereto, certified as of a recent date by the Secretary of State of its state of incorporation, and that the same has not been amended since the date of such certification (and also, as to the Borrower, that attached thereto is a true and complete copy of the Amended Charter, in the form presented for filing with the same Secretary of State of North Carolina on or prior to the Closing Date), (ii) that attached thereto is a true and complete copy of its bylaws and all amendments thereto, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, and (iii) that attached thereto is a true and complete copy of resolutions adopted by its board of directors authorizing the execution, delivery and performance by the Borrower or such Subsidiary, as the case may be, of the Loan Documents to which it is a party, and as to the incumbency and genuineness of the signature of each of its officers executing any of such Loan Documents on its behalf, and attaching all such copies of the documents described above. (d) The Agent shall have received (i) a certificate as of a recent date as to the corporate existence or good standing of each of the Borrower and each of its Subsidiaries under the laws of its state of incorporation, from the Secretary of State or other applicable Governmental Authority of such state, (ii) to the extent generally provided, a certificate or letter as of a recent date as to the tax status of each of the Borrower and each of its Subsidiaries from the department of revenue or equivalent taxing authority of its state of incorporation, certifying that the Borrower or such Subsidiary, as the case may be, has filed all required tax returns and does not owe any delinquent taxes, and (iii) a certificate of compliance as of a recent date for each Insurance Subsidiary, issued by the Department of the jurisdiction in which such Insurance Subsidiary is domiciled. (e) The terms of the Series A Preferred Stock and Class C Common Stock as set forth in the Amended Charter shall be satisfactory to the Lenders (and shall provide, without limitation, that no cash dividends or other cash payments may be paid in respect of the Series A Preferred Stock or the Class C Common Stock and that any Indebtedness arising from the Series A Preferred Stock or the Class C Common Stock shall be subordinated to the satisfaction of the Lenders); and all other aspects of the structure and documentation of the Transactions, all legal, tax, accounting and other matters relating to the Transactions, and all corporate or other proceedings incident to the Transactions, shall be reasonably satisfactory in form and substance to the Lenders, and the Agent shall have received copies of the executed Transaction Documents in such number as it shall have reasonably requested. (f) All approvals, permits and consents of any Governmental Authorities or other Persons required in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the Transactions (including without limitation the Department's consent to the Special Dividend and to the disclaimer of affiliate relationship between the Borrower and any of its Subsidiaries, on the one hand, and either PIC or Fort Washington, on the other) shall have been obtained (without the imposition of conditions that are not acceptable to the Lenders), and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Agent shall have received such copies thereof as if it shall have requested; all applicable waiting periods shall have expired without any adverse action being taken by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or that is otherwise related to or arises out of, this Agreement, any of the other Transaction Documents or the consummation of the Transactions, or that, in the opinion of the Lenders, could reasonably be expected to have a Material Adverse Effect. (g) The Stock Purchase Agreement shall not have been amended, modified or supplemented, nor any provision thereof waived, in any material respect since the date thereof, except as shall have been approved in writing by the Lenders; the parties to the Stock Purchase Agreement shall have duly complied with and performed in all material respects all of its agreements and conditions set forth in the Stock Purchase Agreement required to be complied with or performed by it on or prior to the closing date thereunder; the Stock Purchase Agreement shall be in full force and elect; the Agent shall have received evidence satisfactory to it that, concurrently with the making of the Loans hereunder, all material conditions to closing the Acquisition set forth in the Stock Purchase Agreement shall have been met or waived with the consent of the Lenders and the Acquisition shall be consummated in accordance with the terms of the Stock Purchase Agreement and in compliance with all applicable Requirements of Law, including any necessary stockholder approvals. (h) The Agent shall have received evidence in form and substance satisfactory to it that the Borrower shall have received gross cash proceeds of not less than $12,700,000 from the issuance of its Class C Common Stock, Rights and Warrants on terms and conditions set forth in the Equity Documents. (i) The Agent shall have received evidence satisfactory to it that the Amended Charter has been duly filed with the Secretary of State of North Carolina. (j) The Agent shall have received evidence satisfactory to it that all Indebtedness of the Borrower and its Subsidiaries, other than Indebtedness listed with the consent of the Lenders on Schedule 4.28 as outstanding as of the Closing Date (collectively, "Surviving Indebtedness"), including, without limitation, (i) the Existing Senior Debt, (ii) the Existing Subordinated Debt and (iii) the Hunter Note, has been paid, satisfied or extinguished in full and that all Liens and guarantees securing such Indebtedness have been released and terminated. (k) The Agent shall have received from the Borrower cash, in the amount of $6,000,000 and in immediately available funds, for deposit into the Cash Collateral Account created under the Escrow Agreement. (l) All transaction fees and expenses payable by or on behalf of the Borrower in connection with the Transactions shall be in an aggregate amount acceptable to the Agent, and the Agent shall have received such evidence thereof in form and substance satisfactory to it (including itemizations thereof) as it shall have reasonably requested. (m) The Agent and each Lender shall have received copies of the Historical Financial Statements and the Historical Statutory Statements. (n) The Agent shall have received certified reports from an independent search service satisfactory to it listing (i) any judgment or tax lien filing that names the Borrower or any of its Subsidiaries as debtor in any of such jurisdictions as shall have been selected by the Agent and (ii) any Uniform Commercial Code financing statement that names the Borrower or any of its Subsidiaries as debtor in any of such jurisdictions as shall have been selected by the Agent, and the results thereof shall be satisfactory to the Agent. (o) The Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions necessary or, in the reasonable opinion of the Agent, desirable to perfect the Liens created by the Borrower Pledge and Security Agreement, the Borrower Collateral Assignment of Agreements, the Subsidiaries Collateral Assignment of Agreements shall have been completed, or arrangements satisfactory to the Agent for the completion thereof shall have been made. (p) Since December 30, 1995, both immediately before and after giving effect to the consummation of the transactions contemplated by this Agreement, there shall not have occurred any Material Adverse Change or any event, condition or state of facts that could reasonably be expected to result in a Material Adverse Change (it being understood that the Acquisition and the other Transactions do not, as such, constitute a Material Adverse Change). (q) The Borrower shall have paid (i) to First Union, the unpaid balance of the fees described in paragraphs (i) and (ii) of the Fee Letter, (ii) to the Agent, the initial payment of the annual administrative fee described in paragraph (iii) of the Fee Letter, and (iii) all other fees and expenses of the Agent and the Lenders required hereunder or under any other Loan Document to be paid on or prior to the Closing Date (including the reasonable fees and expenses of counsel to the Agent) in connection with this Agreement and the transactions contemplated hereby. (r) The Agent and Lenders shall have received a Financial Condition Certificate, together with the Pro Forma Balance Sheet and the Projections as described in Sections 4.10(b) and 4.10(c), all of which shall be in form and substance satisfactory to the Agent and the Lenders. (s) The Agent shall have received evidence in form and substance satisfactory to it that all of the requirements of Section 5.6 have been satisfied, including receipt of copies of the declarations pages from the policies affording the insurance coverages described on Schedule 4.25. (t) The Agent and Lenders shall have received a schedule of the investment portfolio of Rockwood as of the calendar month-end immediately preceding the Closing Date, together with a listing of all securities transactions in each investment portfolio from the date of such information through the Closing Date, all of which shall be in form and substance reasonably satisfactory to the Agent and the Lenders, and no material adverse change shall have occurred with respect to such investment portfolio since the date of such disclosure. (u) The Agent and Lenders shall have received copies of the most recent actuarial reports of each of Colony, FRIC, Xxxxxxxx and Xxxxxxxx, all of which shall be in form and substance reasonably satisfactory to the Agent and the Lenders. (v) The Agent shall have received evidence that, contemporaneously with the Acquisition and the making of the Loans, the Special Dividend shall have been made at by Rockwood. (w) Each of the representations and warranties contained in Article V and in the other Loan Documents shall be true and correct on and as of the Closing Time Date with the same effect as if made on and as of such date, both immediately before and after giving effect to the transactions contemplated hereby; consummation of the Transactions, the making of the Loans and the application of the proceeds thereof (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior except to the Closing; (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder extent any such representation or warranty is expressly stated to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date). (x) No Default or Event of Default shall have occurred and be continuing, both immediately before and after giving effect to the consummation of the Transactions, the making of the Loans and the application of the proceeds thereof. (y) The Agent shall have received an Account Designation Letter, together with written instructions from an Authorized Officer, including wire transfer information, directing the payment of the proceeds of the Loans. (z) The Agent and each Lender shall have received such other documents, certificates, opinions and instruments in connection with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingTransactions as it shall have reasonably requested.

Conditions of Closing. This subscription The placement of the Bonds with the initial purchasers thereof is subject to acceptance by fulfillment of the Corporation following conditions at or before Closing: (as described below). a) The Offering is conditional upon, among other things, the Corporation obtaining TSX approval Issuer's and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable Borrower's representations hereunder shall be true on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made Date and shall be confirmed by certificates at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement;Closing. (b) Neither the representations and warranties Issuer nor the Borrower shall have defaulted in any of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby;their covenants hereunder. (c) The Placement Agent shall have received: (i) original executed copies (or photocopies thereof) of the Corporation having complied with Indenture, the Loan Agreement, the Letter of Credit, the Participating Bank Agreement, the Reimbursement Agreement, the Pledge Agreement, the Remarketing Agreement and all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation other documents executed in connection therewith or delivered at or prior to the Closing; (ii) opinions of Bond Counsel dated the Closing Date with respect to the matters set forth in Exhibits A, B and C attached hereto; (iii) an opinion of Issuer Counsel dated the Closing Date with respect to the matters set forth in Exhibit D attached hereto; (iv) an opinion or opinions of Borrower Counsel dated the Closing Date with respect to the matters set forth in Exhibit E attached hereto; (v) an opinion of Bank Counsel dated the Closing Date with respect to the matters set forth in Exhibit F attached hereto; (vi) a certificate of the Bank dated the Closing Date in the form set forth in Exhibit G attached hereto; and (vii) a certificate of the Borrower dated the Closing Date with respect to the matters set forth in Exhibit H attached hereto; and (viii) a certificate of the Issuer dated the Closing Date with respect to the matters set forth in Exhibit I attached hereto. (d) At Closing there shall not have been any adverse change with respect to the Subscriber having completed Project or the financing thereof as contemplated by the Placement Memorandum and this subscription agreement Placement Agreement or in full and having paid the principal amount business, property or financial condition of the Debentures subscribed for hereunder to Borrower, except as set forth in or contemplated by the Corporation Placement Memorandum, which, in the manner judgment of the Placement Agent, is material and makes it inadvisable to proceed with the placement and sale of the Bonds; and the Placement Agent shall have received certificates that no material adverse change has occurred or, if such a change has occurred, full information with respect thereto. (e) The Placement Agent shall receive such documentation as it may reasonably request to evidence that the Borrower has received all necessary state and local licenses and approvals from applicable state and local governmental authorities required on the part of the Borrower to be obtained in connection with the execution and delivery of the Loan Agreement and this Placement Agreement and the Borrower's consummation of the transactions contemplated in this subscription agreement. If, at thereby and by the Closing TimePlacement Memorandum. (f) The Placement Agent shall receive such additional documentation as it may reasonably request to evidence compliance with applicable law, the terms validity of the Resolutions, the Bonds, the Indenture, the Loan Agreement, the Letter of Credit, the Participating Bank Agreement, the Reimbursement Agreement, the Pledge Agreement, the Remarketing Agreement, this Placement Agreement and conditions contained herein all other documents delivered by the Borrower in connection with the financing of the Project and to demonstrate the status of the offering of the Bonds under the Securities Act. (g) The Bonds shall have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted rated at least "Aa3" by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingXxxxx'x Investors Service.

Conditions of Closing. This subscription ESCROW AGENT is instructed to conduct the Closing on such date set forth in Section 6A above, subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations each of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madefollowing: (a1) If Seller is unable to close on or before the Corporation original Closing Date, then such Closing Date shall have received all necessary approvals be automatically extended for thirty (30) days; provided, however, that Seller, Seller's representative, or ESCROW AGENT may give PURCHASER written notice during such thirty (30) period that Seller is ready to close and consents, including all necessary regulatory approvals and consents such Closing shall occur within five (including the approval of the TSX5) required for the completion of days following such written notice. If Seller is unable to close the transaction contemplated on or before the first extended Closing Date, then such Closing Date shall be automatically extended for another thirty (30) days; provided, however, that Seller, Seller's representative, or the ESCROW AGENT may give PURCHASER written notice during such thirty (30) day period that Seller is ready to close and such Closing shall occur within five (5) days following such written notice. No further extensions by this subscription agreement;Seller may be given unless agreed to in writing by PURCHASER. (b2) the representations and warranties of the Corporation contained herein being true and correct If Seller is unable to deliver insurable title to PURCHASER as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation required in this Agreement at or prior to the Closing;Closing Date, as may be extended herein, then the Closing shall not occur, in which case such inability shall be deemed no fault of Seller, and Seller may cancel this Agreement and the provisions of Section 6F(2) below and Section 10 shall apply. (d3) If this transaction has been cancelled or terminated as permitted elsewhere in this Agreement, the Subscriber having completed this subscription agreement in full and having paid the principal amount Closing shall not occur. (4) If PURCHASER requests an extension of the Debentures subscribed for hereunder Closing Date in writing at least five (5) calendar days prior to the Corporation scheduled Closing Date, and Seller, in its sole and absolute discretion (after consultation with Seller's Broker) grants, in writing, an extension, PURCHASER agrees to pay to Seller a non- refundable per diem of $25.00 (hereinafter the "Extension Fee") through and including the Closing Date as specified in the manner contemplated in this subscription agreementwritten extension up to 90 days. IfSuch written extension shall specify the new Closing Date. Any extension failing to specify the new Closing Date shall be void. This fee will NOT be credited towards the Purchase Price. In the event the transaction fails to close, at such accrued Extension Fee shall immediately be due and owing to Seller (See Section 12). (5) If the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement Date has been delivered extended pursuant to the Corporation an Addendum to this Agreement or an extension executed by both Seller and accepted by the Corporation andPURCHASER, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at then ESCROW AGENT shall conduct the Closing Time. The Corporation will deliver such Debenture Certificates to on the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingClosing Date as so extended.

Conditions of Closing. This subscription is subject to acceptance by 8.1 The obligations of Sprott hereunder shall be conditional upon Sprott receiving, and Sprott shall have the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from right on the Closing Date and the on behalf of subscribers for Common Shares being freely tradable to withdraw all Subscription Agreements delivered and not previously withdrawn by subscribers unless Sprott receives, on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeDate: (a) a legal opinion of the Corporation shall have received Corporation's counsel in form and substance reasonably satisfactory to Sprott, with respect to such matters, as Sprott may reasonably request relating to the purchase, including, without limitation: the due incorporation and valid existence of the Corporation; the corporate power and capacity of the Corporation; the authorized capital of the Corporation; the Common Shares having been duly authorized, allotted and reserved for issuance and issued as fully paid and non-assessable; the due and proper appointment of the Escrow Agent under the Escrow Agreement; the due authorization, execution, delivery and enforceability of this agreement, the Escrow Agreement, and the Subscription Agreements and the fulfilment of the terms hereof and thereof; that the issue, sale and delivery of the Common Shares or any of them do not and will not result in a breach of, and do not and will not create a set of facts which, after notice or lapse of time or both, conflict with any terms, conditions or provisions of the articles of the Corporation, the by-laws or any resolutions of the directors or shareholders of the Corporation; compliance with all necessary approvals and consentsApplicable Securities Laws including, including without limitation, the receipt of all necessary regulatory approvals and consents (including relating to the approval distribution of the TSX) required for Common Shares; the completion distribution of the transaction contemplated Common Shares in the Canadian Selling Jurisdictions; the first trade in Common Shares received. It is understood that the Corporation's counsel may rely on the opinions of local counsel acceptable to them as to matters governed by this subscription agreementthe laws of jurisdictions other than Quebec or Canada and on certificates of officers of the Corporation and the transfer agent of the Common Shares as to relevant matters of fact; (b) a certificate of the Corporation dated the Closing Date, addressed to Sprott and signed on the Corporation's behalf by two senior officers of the Corporation, acceptable to Sprott, acting reasonably, certifying that: (i) the Corporation has complied with and satisfied all covenants, terms and conditions of this agreement on its part to be complied with and satisfied at or prior to the Closing Time other than those which have been waived by Sprott; (ii) the representations and warranties of the Corporation contained herein being set forth in this agreement are true and correct as of at the Closing Time with the same force and effect Time, as if made at and as such time; (iii) no event of the Closing Time after giving effect nature referred to in subparagraphs 10.2(a) and (b) has occurred or to the knowledge of such officers is pending, contemplated or threatened; (iv) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this agreement, the offering and sale of the Common Shares and the consummation of the other transactions contemplated hereby; and (v) such other matters as may be reasonably requested by Sprott or Underwriter's counsel; (c) definitive certificates representing, in the aggregate, all of the Common Shares subscribed for registered in such name or names as Sprott shall notify the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or in writing of not less than 24 hours prior to the Closing;Closing Time provided such certificates registered in such names may be delivered in advance of the Closing Date to Sprott or such other parties in such locations as Sprott may direct and Sprott and the Corporation may agree upon; and (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount executed copies of the Debentures subscribed for hereunder Escrow Agreement and the Subscription Agreements, each in form and substance reasonably satisfactory to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms Sprott and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingSprott counsel.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber on its own behalf and on behalf of others for whom it is acting hereunder, acknowledges and agrees that in addition to the closing conditions to be set out in the Agency Agreement, the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeTime: (a) payment by the Subscriber of the Aggregate Subscription Price for the Units subscribed for under this subscription agreement in such manner as is acceptable to the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreementAgent; (b) the representations Subscriber having properly completed, signed and warranties of the Corporation contained herein being true and correct as of the delivered this Subscription Agreement not later than 72 hours prior to Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby;to: Paradigm Capital Inc. 90 Xxxxxxxxxx Xxxxxx Xxxx Xxxxx 0000 Xxxxxxx, XX X0X 0X0 Attention: Exxxx Xxxxxxxx Telephone: 400-000-0000 Fax: 400-000-0000 (c) the Corporation Subscriber having complied with all covenantsproperly completed, signed and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at delivered Schedule "B", "C", "D", "E", “F” or prior to the Closing;“G” as applicable: (di) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. IfALL CANADIAN SUBSCRIBERS WHO ARE SUBSCRIBING AS "ACCREDITED INVESTORS" (ii) ALL CANADIAN SUBSCRIBERS WHO ARE NOT SUBSCRIBING AS ACCREDITED INVESTORS AND WHO ARE SUBSCRIBING FOR NOT LESS THAN $150,000 OF UNITS (iii) SUBSCRIBERS IN ALL PROVINCES EXCEPT ONTARIO, at the Closing TimeWHO ARE NOT SUBSCRIBING AS ACCREDITED INVESTORS AND WHO ARE SUBSCRIBING UNDER THE FAMILY, the terms and conditions contained herein have been complied withFRIENDS OR BUSINESS ASSOCIATES EXEMPTION (iv) ALL SUBSCRIBERS RESIDENT IN ONTARIO, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation andNOT SUBSCRIBING AS ACCREDITED INVESTORS AND WHO ARE SUBSCRIBING UNDER THE FOUNDER, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offering.CONTROL PERSON AND FAMILY EXEMPTION

Conditions of Closing. This subscription is subject to acceptance by The completion of the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval Approval and the Underlying Securities not being subject NYSE AMEX Approval prior to a hold period of more than four months and one day from the Closing Date and satisfactory due diligence by the Common Underwriter in respect of the business and affairs of the Corporation. The Subscriber acknowledges and agrees that as the sale of the Flow-Through Shares being freely tradable will not be qualified by a prospectus in Canada or registered in the United States, such sale and issuance is subject to the condition that the Subscriber return to the Corporation and/or the Underwriter all documentation required by the Securities Laws. The Subscriber acknowledges and agrees that the Underwriter and/or the Corporation may provide the Securities Regulators and tax authorities with a list setting forth the identities of the beneficial purchasers of the Flow-Through Shares. Notwithstanding that the Subscriber may be purchasing Flow-Through Shares as agent on behalf of an undisclosed principal, the TSX following Subscriber agrees to provide, on request, particulars as to the expiration identity of such hold periodundisclosed principal as may be required by the Corporation in order to comply with the foregoing. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment fulfilment of the following additional conditions as soon as possible and in any event not later than the Closing Time Time: (a) unless other arrangements acceptable to the Corporation Underwriter have been made: (a) , payment by the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval Subscriber of the TSX) required for the completion of the transaction contemplated by this subscription agreementSubscription Price as set out in Section 3.3; (b) the representations Subscriber having properly completed, signed and warranties of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby;delivered this Subscription Agreement to: Hxxxxxx Securities Inc. Sxxxx 0000 - 000 Xxxxxxx Xxxxxx Xxxxxxxxx, X.X. X0X 0X0 Attention: Mxxxxxxx Xxxxxxxxx Facsimile: 600-000-0000 (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing; (d) the Subscriber having completed this subscription agreement in full properly completed, signed and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingSchedule "A" hereto.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of Agents to deliver at the Closing Time as if made executed Subscription Agreements shall be conditional upon the Agents being satisfied with the results of their due diligence investigations relating to the Company and upon the fulfilment or waiver by the Agents at and as or before the Closing Time of the following conditions, which conditions the Company covenants to use its best efforts to fulfil or cause to be fulfilled prior to the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made: (a) the Corporation execution and delivery of this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the creation and issuance of the Subscription Receipts and Agents' Special Warrants, the due authorization of the issuance of the Underlying Common Shares, Share Purchase Warrants and Compensation Options and the allotment and reservation of the Underlying Common Shares, Warrant Shares and Compensation Shares, shall have received been duly authorized by all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreementcorporate action; (b) any necessary consents or approvals of the Securities Commissions with respect to the issue and sale of the Subscription Receipts and Agents' Special Warrants shall have been obtained, and the conditional approval of the Stock Exchanges to list the Underlying Common Shares, Warrant Shares and Compensation Shares shall have been obtained; (c) the Agents shall have received certificates addressed to the Agents and to the Purchasers, dated as of the date of Closing, signed by the President and the Chief Executive Officer of the Company, or such other officer or officers of the Company as the Agents may accept, certifying on behalf of the Company to the effect that, except as has been generally disclosed at the date thereof: (i) no order, ruling or determination suspending or cease trading the Common Shares has been issued, and no proceedings for that purpose have been instituted or, to the knowledge of such officers, contemplated or threatened by any Securities Commission; (ii) other than as disclosed in the Disclosure Documents, since March 31, 2009 there has not been any material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the condition, business, affairs, results, operations, assets or liabilities of the Corporation and its Subsidiaries on a consolidated basis; and (iii) other than as disclosed in the Disclosure Documents, since March 31, 2009 no material fact has arisen or has been discovered which would have been required to have been stated in the Disclosure Documents had the fact arisen or been discovered on, or prior to the date of such Disclosure Documents; (iv) the representations and warranties of the Corporation Company contained herein being 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 Time after giving effect to the transactions contemplated herebyTime; (cv) the Corporation having Company has complied in all material respects with all covenants, and satisfied all the terms and conditions contained herein of this Agreement on its part to be complied with and satisfied by the Corporation at or prior before the Closing Time; and (vi) as to such other matters of a factual nature as are appropriate and usual in the Closingcircumstances and as the Agents or the Agents' Counsel may reasonably request; (d) the Subscriber having completed this subscription agreement in full Company shall have delivered lock-up agreements executed by each director and having paid the principal amount officer of the Debentures subscribed for hereunder Company in the form attached hereto as Schedule "F"; (e) subject to the Corporation Conditions, the Agents shall have received favourable legal opinions, in a form satisfactory to the Agents, acting reasonably, dated as of the date of Closing, from Xxxxxx & Xxxxxxx XXX, United States counsel to the Company, and Goodmans, Canadian counsel to the Company substantially in the form annexed hereto as Schedule "B" and where appropriate, counsel in the other Offering Jurisdictions and other jurisdictions as may be required addressed to the Agents and to the Purchasers with respect to such matters as the Agents may reasonably request prior to the Closing Time; (f) the Company shall have delivered the certificates representing the Subscription Receipts and Agents' Special Warrants; and (g) the Agents shall have received the Agents' Commission and reimbursement for expenses incurred to the Closing Date in the manner contemplated specified in this subscription agreementSections 4 and 12. IfIn providing such opinions, at counsel may, where appropriate, rely on the Closing Timeopinions of other counsel as to matters mentioned therein relating to jurisdictions where Company's counsel does not practice law and on certificates or letters of the auditors, of the terms officers of the Company, of the transfer agents of the Company and conditions contained herein have been complied with, this completed subscription agreement has been delivered public officials as to the Corporation and accepted by the Corporation and, unless other arrangements acceptable factual matters relevant to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringopinions.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). 8.1 The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are Underwriters to complete the transaction contemplated herein will be conditional on upon the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of fulfilment at or before the Closing Time as if made of the following conditions, which conditions the Company covenants to use its best efforts to fulfil or cause to be fulfilled at and as of or prior to the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made: (a) the Corporation shall execution and delivery of this Agreement, the Subscription Agreements, the Special Warrant Indenture, the Share Purchase Warrant Indenture and the creation and issuance of the Special Warrants and the Underwriters’ Warrants, the creation of the Share Purchase Warrants and their issuance to the persons entitled thereto upon conversion of the Special Warrants, the due allotment of the Common Shares and their issuance to the persons entitled thereto upon valid exercise of the Special Warrants, the allotment of the Warrant Shares and their issuance to the persons entitled thereto upon valid exercise of the Share Purchase Warrants and the allotment of the Underwriters’ Shares and their issuance to the Underwriters upon valid exercise of the Underwriters’ Warrants will have received been duly authorized by all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreementcorporate action; (b) except for the filing of, and obtaining of Receipts for, the Preliminary Prospectus and the Final Prospectus, any necessary consents or approvals of the Stock Exchanges and, if applicable, the Securities Commissions or other regulatory authorities with respect to the creation, sale, issuance and delivery of the Special Warrants, the creation, issuance and delivery of the Securities in the manner contemplated herein will have been obtained, including, without limitation, the conditional approval of the Stock Exchanges to list and post the Common Shares, the Warrant Shares and the Underwriters’ Shares for trading; (c) the Underwriters will have received a certificate addressed to them and to the Substituted Purchasers, dated as of the Closing Date, signed by the President and Chief Executive Officer or by the Chief Financial Officer of the Company, or such other officer of the Company as the Underwriters may accept, certifying for and on behalf of the Company that, except as has been disclosed in the Public Record at the date thereof or otherwise disclosed in writing to the Underwriters: (i) since February 28, 2005, there has not been any adverse material change in relation to the Company and its subsidiaries, on a consolidated basis; (ii) since February 28, 2005, there have been no material transactions entered into by any of the Company or any of its subsidiaries other than transactions in the ordinary course of business that would not constitute a material change; (iii) neither the Company nor any of its subsidiaries has any undisclosed contingent liability, as that term is defined according to Canadian generally accepted accounting principles, that is material to the Company and its subsidiaries, on a consolidated basis; (iv) no event of default under any agreement or instrument pursuant to which indebtedness of the Company or any of its subsidiaries has been issued, and no event which with the giving of notice or the passage of time, or both, would constitute an event of default under any such agreement or instrument, has occurred and is continuing and no default under any agreement or instrument to which the Company or any of its subsidiaries is a party or subject to will occur as a result of the creation, sale, issue and delivery of the Securities or the entry into of this Agreement, the Subscription Agreements, the Special Warrant Indenture or the Share Purchase Warrant Indenture or the performance by the Company of its obligations hereunder or thereunder; (v) there are no actions, suits or proceedings against the Company or its subsidiaries pending or, to the knowledge of the Company, threatened against or affecting the Company or its subsidiaries at law or in equity, before or by any court or federal, provincial, municipal or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which may in any way materially adversely affect the Company and its subsidiaries, on a consolidated basis, or which are material to the Company and its subsidiaries, on a consolidated basis; (vi) the representations and warranties of the Corporation Company contained herein being herein, and in the Subscription Agreements, are true and correct as of and all the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; (c) the Corporation having complied with all covenants, and satisfied all terms and conditions relating to the Company contained herein and required to be performed and complied with and satisfied by the Corporation Company at or prior to the ClosingClosing Time have been performed and complied with by the Company; and (vii) no order ceasing or suspending trading in the securities of the Company or prohibiting the issue, sale and distribution of any of the Securities has been issued and no proceedings for such purpose are pending or, to the knowledge of the Company, threatened; (d) the Subscriber having completed this subscription agreement in full Special Warrant Indenture providing for the creation, issue and having paid the principal amount exercise of the Debentures subscribed for hereunder Special Warrants, in a form and containing such terms and conditions as are acceptable to the Corporation Underwriters, acting reasonably, including the terms and conditions described above under the heading “Special Warrant Terms”, will have been entered into by and be in effect between the Company and the Trustee, as trustee for the holders of the Special Warrants, and a copy thereof will have been delivered to the Underwriters; (e) the Share Purchase Warrant Indenture providing for the creation, issue and exercise of the Share Purchase Warrants, in a form and containing such terms and conditions as are acceptable to the Underwriters, acting reasonably, including the terms and conditions described above under the heading “Share Purchase Warrant Terms”, will have been entered into by and be in effect between the Company and the Trustee, as trustee for the holders of the Share Purchase Warrants, and a copy thereof will have been delivered to the Underwriters; (f) a certificate representing the Underwriters’ Warrants, in a form and containing such terms and conditions as are acceptable to the Underwriters, acting reasonably, including the terms and conditions described above under the heading “Underwriters’ Fees and Expenses”, will have been issued, executed and delivered to the Underwriters; (g) the Underwriters will have received an opinion, dated as of the Closing Date, of Blake, Xxxxxxx & Xxxxxxx LLP, Canadian counsel to the Company addressed to the Underwriters and to the Substituted Purchasers with respect to all such matters as the Underwriters may reasonably request including, without limitation, the following: (i) the Company has been duly incorporated and is a validly existing company and is in good standing with respect to the filing of returns; (ii) the Company has all necessary corporate power and capacity to own its assets and to carry on its business as now conducted; (iii) the authorized and issued share capital of the Company; (iv) this Agreement, the Subscription Agreements, the Special Warrant Indenture and the Share Purchase Warrant Indenture have been duly authorized by all necessary corporate action on the part of the Company, have been duly executed and delivered by and on behalf of the Company and are valid and legally binding upon the Company and are enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by a applicable law; (v) none of the execution and delivery of this Agreement, the Subscription Agreements, the Special Warrant Indenture and the Share Purchase Warrant Indenture, nor the fulfilment of the terms thereof, nor the creation, sale, issue and delivery of the Special Warrants, nor the creation, issue and delivery of the Underwriters’ Warrants, nor the creation of the Share Purchase Warrants and their issue and delivery to the persons entitled thereto upon conversion of the Special Warrants, nor the allotment of the Common Shares and their issue to the persons entitled thereto upon valid conversion of the Special Warrants, nor the allotment of the Warrant Shares and their issue to the persons entitled thereto upon valid exercise of the Share Purchase Warrants, nor the allotment of the Underwriters’ Shares and their issue to the Underwriters upon valid exercise of the Underwriters’ Warrants, conflicts or will conflict with or results or will result in a breach of any of the terms, conditions or provisions of the constating documents of the Company, any statute or regulation having the force of law in British Columbia , Canada binding upon the Company or, so far as counsel is aware, any resolutions of its shareholders, directors or committees thereof, or any Material Agreement; (vi) so far as counsel is aware, there is no threatened, pending or actual litigation against or involving the Company or any of its subsidiaries except as disclosed in the manner contemplated opinion; (vii) the Special Warrants and Underwriters’ Warrants have been validly created and issued by the Company and are valid and binding obligations of the Company enforceable against the Company in accordance with their terms subject to the qualifications as to enforceability described in paragraph (iv) above; (viii) the Share Purchase Warrants have been validly created and upon their issuance and delivery to the persons entitled thereto upon the valid exercise of the Special Warrants will become valid and binding obligations of the Company enforceable against the Company in accordance with their terms subject to the qualifications as to enforceability described in Paragraph (iv) above; (ix) the Common Shares have been duly allotted for issue upon conversion of the Special Warrants and upon such conversion will be duly and validly issued as fully paid and non- assessable Shares in the capital of the Company; (x) the Warrant Shares have been duly allotted for issue upon exercise of the Share Purchase Warrants and upon such exercise will be duly and validly issued as fully paid and non- assessable Shares in the capital of the Company; (xi) the Underwriters’ Shares have been duly allotted for issue upon the exercise of the Underwriters’ Warrants and upon such exercise will be duly and validly issued as fully paid and non-assessable Shares in the capital of the Company; (xii) the Common Shares, Warrant Shares, and Underwriters’ Shares have been conditionally approved for listing on the Stock Exchanges, subject to the filing of the required documents within the time stipulated by the Stock Exchanges; (xiii) the forms of certificates representing the Special Warrants, the Share Purchase Warrants and the Underwriters’ Warrants comply with all requirements of constating documents of the Company and have been duly approved by the directors of the Company; (xiv) the Company is a reporting issuer not in default under the Securities Laws of each of the Designated Provinces in which it is currently a reporting issuer; (xv) no prospectus is required and, except as have been obtained or completed, no approval or consent of or filing with any governmental authority in the Designated Provinces or with the Stock Exchanges is required in connection with the issuance and sale by the Company of the Special Warrants and the issuance of the Underwriters’ Warrants, except for the filing within ten days after the Closing Date of reports in prescribed form prepared and executed in accordance with applicable Securities Laws and except as may be required by the Stock Exchanges; (xvi) the hold period and resale restrictions applicable to the Underwriters’ Warrants and Underwriters’ Shares; (xvii) upon the issuance of Receipts for the Final Prospectus by the Securities Commissions in each of the Designated Provinces: A. no further prospectus or further approval of or consent of or filing with any Securities Commission or other governmental authority in the Designated Provinces or the Stock Exchanges will be required in connection with the issue and distribution of the Common Shares and Share Purchase Warrants upon the exercise or the deemed exercise of the Special Warrants or the issue and distribution of the Warrant Shares upon the exercise of the Share Purchase Warrants, provided that no commission or other remuneration is paid or given to others in respect of the trade except for administrative or professional services performed by a registered dealer; and B. the Common Shares, Share Purchase Warrants and Warrant Shares will not be subject to any statutory hold period or other resale restriction under the Securities Laws of any of the Designated Provinces and no prospectus, approval or consent under the Securities Laws of the Designated Provinces or of the Stock Exchanges, or filing with any Securities Commissions in the Designated Provinces or any Stock Exchange will be required as a condition of the resale of the Common Shares, Share Purchase Warrants or Warrant Shares (except in the hands of any person whose holdings of securities of the Company together with those of all persons with whom that person acts in concert are sufficient to affect materially the control of the Company) provided that the sale is made in compliance with or under an exemption from the registration requirements of such Securities Laws, it being understood that counsel for the Company may rely: A. as to matters of fact, to the extent appropriate in the circumstances, on certificates of the auditors of the Company and on certificates of the Company executed on its behalf by a senior officer of the Company; and B. on the opinion of local counsel acceptable to counsel for the Underwriters, acting reasonably, as to matters in the Designated Provinces other than British Columbia, Alberta, Ontario and Quebec; (h) the Underwriters shall have received an opinion from Xxxxxx & Whitney LLP, special United States counsel to the Company, dated the Closing Date and addressed to the Underwriters and to the Company, to the effect that no registration of the distribution of the Special Warrants, Common Shares or Share Purchase Warrants is required under the U.S. Securities Act, provided that all offers and sales of such Special Warrants, Common Shares and Share Purchase Warrants, as the case may be, are made in accordance with this subscription agreement. IfAgreement including the terms of Schedule A hereof, the Special Warrant Indenture and the Purchase Warrant Indenture; and provided further that such counsel need not express any opinion with respect to any subsequent resale of any such securities; and (i) as at the Closing Time, all covenants, agreements and obligations of the terms Company hereunder and under the Subscription Agreements, Special Warrant Indenture and Share Purchase Warrant Indenture required to be performed or complied with on or before the Closing Time will have been so performed or complied with and all conditions contained herein required to be complied with by the Company will have been complied with, this completed subscription agreement has been . The certificates and legal opinions described above required to be delivered at the Closing Time will also be addressed and delivered to such persons to whom the Corporation and accepted by Underwriters may resell any Special Warrants after the Corporation andClosing Time, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario provided they are identified at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offering.

Conditions of Closing. This subscription is subject The obligations of the Agents to acceptance by deliver at the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from Closing Time on the Closing Date and executed Subscription Agreements shall be conditional upon the Common Shares Agents being freely tradable on satisfied with the TSX following the expiration results of such hold period. The Subscriber acknowledges and agrees that the obligations of their due diligence investigations relating to the Corporation hereunder are conditional on and upon the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of fulfilment at or before the Closing Time as if made at and as of on the Closing Time, and the fulfillment Date of the following additional conditions, which conditions as soon as possible and in any event not later than the Corporation covenants to use its best efforts to fulfil or cause to be fulfilled prior to the Closing Time unless other arrangements acceptable to on the Corporation have been madeClosing Date: (a) the Corporation execution and delivery of this Agreement, the Subscription Agreements and the Share Purchase Warrant Certificates and the creation and issuance of the Common Shares and Share Purchase Warrants and the allotment and reservation of the Warrant Shares shall have received been duly authorized by all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreementcorporate action; (b) any necessary consents or approvals of the Stock Exchange and Regulatory Authorities in each of the Offering Jurisdictions with respect to the issue and sale of the Common Shares, Share Purchase Warrants and Warrant Shares, respectively, shall have been obtained, including the conditional approval of the Stock Exchange to list the Common Shares and Warrant Shares; (c) the Agents shall have received certificates addressed to the Agents and to the Purchasers, dated as of the Closing Date, signed by the President and the Chief Executive Officer of the Corporation, or such other officers of the Corporation as the Agents may accept, certifying on behalf of the Corporation to the effect that, except as has been generally disclosed at the date thereof: (i) the Corporation has no undisclosed contingent liability that is material to the Corporation; (ii) the representations and warranties of the Corporation contained herein being and in the Subscription Agreements are true and correct as of and all the terms and conditions relating to the Corporation contained herein and therein and required to be performed and complied with by the Corporation by or at the Closing Time have been performed and complied with by the same force and effect as if made at and as Corporation; and (iii) no order ceasing or suspending trading in the securities of the Closing Time after giving effect Corporation or prohibiting the Offering or the issuance or distribution of the Securities has been issued and no proceedings for such purpose are pending or, to the transactions contemplated hereby; (c) knowledge of the Corporation having complied with all covenantsCorporation, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closingthreatened; (d) the Subscriber having completed this subscription agreement Agents shall have received from Xxxxxx Xxxxxxx a favourable legal opinion with respect to the Offering Jurisdictions, in full and having paid a form satisfactory to the principal amount Agents, acting reasonably, dated as of the Debentures subscribed for hereunder Closing Date, addressed to the Corporation Agents and to the Purchasers substantially in the manner contemplated form attached hereto as in this subscription agreement. If, Appendix B and such other matters as the Agents may reasonably request prior to the Closing Time; (e) as at the Closing Time, all covenants, agreements and obligations of the terms Corporation hereunder and under the Subscription Agreements required to be performed or complied with on or before the Closing Time shall have been so performed or complied with and all conditions contained herein required to be complied with by the Corporation shall have been complied with; (f) from the date hereof until the Closing Time, this completed subscription agreement has been delivered Agents shall receive drafts of all press releases to be issued in connection with the Offering, with sufficient time for Agents and its legal counsel to comment thereon. In order to comply with the applicable U.S. federal and state securities laws, any press release issued by the Corporation concerning the Offering shall be marked, at the top of the press release, as follows: “NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES;” and (g) the Transaction will have closed on or prior to the Closing Date. In providing the opinions referred to in 11(d) above, counsel may, where appropriate, rely on the opinions of counsel in jurisdictions other than Ontario and on certificates or letters of the auditors, of the officers of the Corporation, of the transfer agent of the Corporation and accepted by the Corporation and, unless other arrangements acceptable public officials as to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery factual matters relevant to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringopinions.

Conditions of Closing. This subscription (a) The Subscriber acknowledges and agrees that, as the sale of the Units will not be qualified by a prospectus, such sale and issuance is subject to acceptance the condition that the Subscriber (or, if applicable, any others for whom it is contracting hereunder) returns to the Corporation and/or the Agent all documentation required by the Securities Laws. The Subscriber acknowledges and agrees that the Agent and/or the Corporation may provide the Securities Regulators with a list setting forth the identities of the beneficial purchasers under the Offering together with other personal information, as described in section 8.1. Notwithstanding that the Subscriber may be purchasing the Subscribed Units as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Corporation in order to comply with the foregoing. (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. b) The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and, unless other arrangements acceptable to the Agent have been made, payment by the Subscriber of the Subscription Amount by certified cheque or bank draft payable to the Agent as soon as possible and in any event not later than the Business Day first preceding the Closing Date. (c) The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are also conditional on the following: (i) the Corporation accepting the Subscriber’s subscription, in whole or in part; (ii) the offer, sale and issuance of the Subscribed Units being exempt from the prospectus and registration requirements of the Securities Laws; (iii) the Subscriber having properly completed, signed and delivered this Subscription Agreement to the Agent; (iv) the closing conditions in the Agency Agreement being satisfied or waived by the relevant party; (v) if purchasing less than $150,000 of securities under the Offering as principal, or if acting on behalf of one or more beneficial purchasers if any such beneficial purchasers are purchasing less than $150,000 of securities under the Offering, the Subscriber having properly completed, signed and delivered the attached Schedule “A” hereto. (d) The Corporation acknowledges and agrees that the obligations of the Subscriber hereunder are conditional on the accuracy of the representations and warranties of the Corporation contained in this Subscription Agreement and the Agency Agreement, as the case may be, as of the date of this Subscription Agreement and of the Agency Agreement, as the case may be, and as of the Closing Time as if made at and as of the Closing Time and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to waived by the Corporation have been madeAgent: (ai) all covenants, agreements and conditions contained in this Subscription Agreement and the Agency Agreement, as the case may be, to be performed by the Corporation on or prior to the Closing Date shall have been performed or complied with in all material respects; and (ii) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents delivered to the Agent’s counsel the following items: (including 1) certificates representing the approval Unit Securities purchased by the Subscriber registered in the name of the TSX) required for the completion of the transaction contemplated by this subscription agreementSubscriber or its nominee; (b2) a copy of this Subscription Agreement duly executed by the representations and warranties of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect Corporation; and (3) such other documents relating to the transactions contemplated hereby; (c) by this Subscription Agreement as the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at Agent or prior to the Closing; (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringcounsel may reasonably request.

Conditions of Closing. This subscription is subject 6.1 The Vendors shall not be obligated to acceptance by complete the Corporation (as described below). The Offering is conditional upon, among other things, sale of the Corporation obtaining TSX approval Vendors Shares pursuant to this Agreement and the Underlying Securities not other transactions contemplated herein, unless each of the conditions listed below is satisfied, it being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees understood that the obligations said conditions are included for the exclusive benefit of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeVendors: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being Purchaser in this Agreement shall be true and correct as in all material respects at the Closing, except those representations and warranties qualified by a materiality qualification which shall be true and correct in all respects; (b) the covenants and conditions of the Purchaser to be performed and observed in this Agreement prior to or at Closing Time with the same force shall have been performed and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated herebyobserved; (c) the Corporation having complied with all covenantsreceipt of any Consents contemplated by this Agreement or otherwise necessary for this Agreement and the completion of the transactions contemplated herein, in form and content and upon such conditions, if any, acceptable to the Company, and satisfied all terms such approvals being in full force and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closingeffect; (d) the Subscriber having Purchaser shall have reconstituted its board of directors to consist of nominees of the Company, and which are expected to include Xxxxxx Xxxxxx Xxxxxx, Xxxx Xxxxxxx Xxxxxx and Arjan Xxxxxx Xxxxx; (e) the Purchaser shall have changed its name to “Centr Brands Corp.”, or such other name as is acceptable to the Company; (f) the Purchaser shall have completed a private placement of equity securities to arm’s length investors for gross proceeds of not less than $2,000,000 at an issue price of not less than $0.50 per Purchaser Share (or its equivalent) (the “Purchaser Financing”); (g) during the Interim Period, there shall have been no event or change that has had or would be reasonably likely to have a Material Adverse Effect on the Purchaser; and (h) during the Interim Period, there shall have been no Order made or any Legal Proceedings commenced or threatened for the purpose, or which could have the effect, of preventing or restraining the completion of the transactions contemplated by this subscription agreement Agreement. 6.2 If any condition in section 6.1 hereof has not been fulfilled or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendors or the Company to comply with their obligations under this Agreement, then the Vendors may, without limiting any rights or remedies available to the Vendors at law or in equity, either: (a) terminate this Agreement by notice to the Purchaser; or (b) waive compliance with any such condition without prejudice to its right of termination in the event of the non-fulfillment of any other condition for its benefit. 6.3 The Purchaser shall not be obligated to complete the purchase of the Vendors Shares pursuant to this Agreement and the other transactions contemplated herein, unless each of the conditions listed below is satisfied, it being understood that the said conditions are included for the exclusive benefit of the Purchaser: (a) the representations and warranties of the Vendors and the Company in this Agreement shall be true and correct in all material respects at the Closing, except those representations and warranties qualified by a materiality qualification which shall be true and correct in all respects; (b) the covenants and conditions of the Vendors and the Company to be performed and observed in this Agreement prior to or at Closing shall have been performed and observed in all material respects; (c) the receipt of any Consents necessary for this Agreement and the completion of the transactions contemplated herein, in form and content and upon such conditions, if any, acceptable to the Purchaser, and all such approvals being in full force and having paid effect, including the principal amount approval of the Debentures subscribed for hereunder Exchange; (d) during the Interim Period, there shall have been no event or change that has had or would be reasonably likely to have a Material Adverse Effect on the Corporation in Company; (e) the manner assets of the Company being free of all Adverse Interests, unless otherwise agreed by the Purchaser; (f) the Board of Directors of the Company shall have approved the transfer of the Company Shares contemplated in this subscription agreement. IfAgreement, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereofthe Articles of Incorporation of the Company; and (g) during the Interim Period, unless other arrangements there shall have been no Order made or any Legal Proceedings commenced or threatened for the purpose, or which could have the effect, of preventing or restraining the completion of the transactions contemplated by this Agreement. 6.4 If any condition in section 6.3 hereof has not been fulfilled or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Purchaser to comply with its obligations under this Agreement, then the CorporationPurchaser may, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be without limiting any rights or remedies available for delivery to the Subscriber Purchaser at law or in Torontoequity, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates either: (a) terminate this Agreement by notice to the address set out Company; or (b) waive compliance with any such condition without prejudice to its right of termination in the event of the non-fulfillment of any other condition for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringbenefit.

Conditions of Closing. This subscription is The purchase and sale of the Offered Securities shall be subject to acceptance the following conditions, which conditions may be waived in writing in whole or in part by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement as of the date of this subscription agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable party entitled to the Corporation have been madebenefit thereto: (a) the Corporation shall have received and the Agent having complied fully with all necessary approvals applicable securities laws, regulations, rules and consents, including all necessary regulatory approvals and consents (including policies promulgated thereunder required to be complied with prior to the approval of Closing Time in connection with the TSX) required for the completion of the transaction contemplated by this subscription agreementOffering; (b) the representations Agent having received an opinion of counsel to the Corporation in a form satisfactory to the Agent, acting reasonably, with respect to such matters as the Agent may reasonably request relating to the Offering of the Offered Securities and warranties the Subject Securities including, without limitation, that: (i) the Corporation is validly existing as a company under the BCBCA and is in good standing with respect to the filing of annual reports with the British Columbia Registrar of Companies the Corporation has all requisite corporate power and capacity to carry on its business as now conducted by it and to own its properties and assets; (ii) the Corporation has the necessary corporate power and capacity to carry on its business as now conducted by it, to own its properties and assets and to enter into the Transaction Documents and to perform its obligations set out herein and therein; (iii) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of the Agency Agreement, the Subscription Agreements, the GSA, the Agency and Interlender Agreement, the Nuran Hypothec, the Debentures, the Debenture Warrants and the Broker Warrant Certificates, and the performance by the Corporation of its obligations thereunder, and each of the Agency Agreement, the Subscription Agreements, the GSA, the Agency and Interlender Agreement, the Nuran Hypothec, the Debentures, the Debenture Warrants and the Broker Warrant Certificates have been duly authorized, executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation contained herein enforceable against the Corporation in accordance with its respective terms, subject to the qualification that such validity, binding effect and enforceability may be limited by: (A) applicable bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors’ rights generally; (B) equitable remedies, including, the remedies of specific performance and injunctive relief, being true and correct as available only in the discretion of the Closing Time applicable courts; (C) the statutory and inherent powers of a court to grant relief from forfeiture, to stay execution of proceedings before it and to stay execution on judgments; (D) the applicable laws regarding limitations of actions; (E) enforceability of provisions which purport to sever any provision which is prohibited or unenforceable under applicable law without affecting the enforceability or validity of the remainder of such document, as would be determined only in the discretion of the courts; (F) enforceability of the provisions exculpating a party from liability or duty otherwise owed by it may be limited under applicable law; and (G) that rights to indemnify, contribution and waiver under this Agreement may be limited or unavailable under applicable law; (iv) the execution and delivery of the Agency Agreement, the Subscription Agreements, the Debentures, the Debenture Warrants and the Broker Warrant Certificates, and the fulfillment of the terms thereof by the Corporation, and the performance of and compliance with the same force terms thereof by the Corporation do not result in a breach of, or constitute a default under, and effect as if made at and as do not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under the BCBCA, or any provision of the Closing Time after giving effect constating documents or articles; (v) the certificates representing the Offered Securities and the Bonus Shares and, where applicable, the Subject Securities, have been approved and adopted by the directors of the Corporation and comply with the legal requirements relating thereto; (vi) the issuance and distribution of the Offered Securities and the Bonus Shares by the Corporation to the transactions contemplated herebySubscribers and the Broker Warrants to the Agent is exempt from the prospectus requirements of the Selling Jurisdictions and no documents are required to be filed (other than specified forms accompanied by requisite filing fees), or proceedings to be taken or approvals, permits, consents or authorizations to be obtained in any of the Selling Jurisdictions to permit such issuance and distribution of the Offered Securities or the Bonus Shares; (vii) the Debenture Shares issuable upon the conversion of the Debentures have been reserved and allotted for issuance and when issued in accordance with the terms of the Debenture will be validly issued as fully paid and non-assessable shares; (viii) the Common Shares issuable upon the exercise of the Debenture Warrants and Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the terms of the Broker Warrant Certificates will be validly issued as fully paid and non-assessable shares; (ix) the listing of the Debenture Shares issuable upon conversion of the Debentures and the Common Shares issuable upon exercise of the Debenture Warrants and the Broker Warrants on the Exchange; and (x) the authorized and issued capital of the Corporation, and, in addition to the foregoing, a favourable opinion of counsel to the Corporation in a form satisfactory to the Agent, acting reasonably, regarding: (A) compliance with all applicable securities legislation including, without limitation, the receipt of all necessary regulatory approvals (including, without limitation, the conditional approval of regulatory authorities) relating to the distribution of the Subject Securities; (B) the first trade in the Subject Securities and the nature and duration of re- sale restrictions applicable thereto; (C) the Bonus Shares being conditionally listed and posted for trading; and (D) as to all other legal matters relating to the creation, issuance, sale and delivery of the Subject Securities as Agent’s counsel may reasonably request; (c) the Corporation Agent having complied received an opinion of Quebec counsel in a form satisfactory to the Agent, acting reasonably, with all covenantsrespect to such matters as the Agent may reasonably request relating to the Offering including, without limitation, that: (i) the Subsidiary is validly existing as a company under the CBCA, and satisfied is in good standing with respect to filings with the corporate registrar of Canada, the Subsidiary has all requisite corporate power and capacity to carry on its business as now conducted by it and to own its properties and assets; (ii) the Subsidiary has the necessary corporate power and capacity to carry on its business as now conducted by it, to own its properties and assets and to enter into the Guarantee, Agency and Interlender Agreement, and Nutaq Hypothec (the “Subsidiary Agreements”) and to perform its obligations set out therein; (iii) all necessary corporate action has been taken by the Subsidiary to authorize the execution and delivery of the Subsidiary Agreements, and the performance by the Subsidiary of its obligations thereunder, and each of the Subsidiary Agreements have been duly authorized, executed and delivered by the Subsidiary and constitute legal, valid and binding obligations of the Corporation enforceable against the Subsidiary in accordance with its respective terms, subject to the qualification that such validity, binding effect and enforceability may be limited by: (A) applicable bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors’ rights generally; (B) equitable remedies, including, the remedies of specific performance and injunctive relief, being available only in the discretion of the applicable courts; (C) the statutory and inherent powers of a court to grant relief from forfeiture, to stay execution of proceedings before it and to stay execution on judgments; (D) the applicable laws regarding limitations of actions; (E) enforceability of provisions which purport to sever any provision which is prohibited or unenforceable under applicable law without affecting the enforceability or validity of the remainder of such document, as would be determined only in the discretion of the courts; (F) enforceability of the provisions exculpating a party from liability or duty otherwise owed by it may be limited under applicable law; and (G) that rights to indemnify, contribution and waiver under this Agreement may be limited or unavailable under applicable law; (iv) the execution and delivery of the Subsidiary Agreements, and the fulfillment of the terms thereof by the Subsidiary, and conditions contained herein to be complied the performance of and compliance with the terms thereof by the Subsidiary do not result in a breach of, or constitute a default under, and satisfied do not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under the CBCA, or any provision of the constating documents or articles; (v) no authorization, consent, permit, exemption or approval of, or filing with or notice to, any governmental agency or authority, or any regulatory body court, tribunal having legal jurisdiction in the province of Québec is required at this time in connection with the execution and delivery by the Corporation at or prior to the ClosingSubsidiary of the Nuran Hypothec or the Nutaq Hypothec or the performance of their obligations thereunder other than those which have been obtained or made; (dvi) the Subscriber having completed this subscription agreement Nuran Hypothec and the Nutaq Hypothec constitute a legal, valid and binding obligation of the Corporation and the Subsidiary, respectively, enforceable against them in full and having paid accordance with their terms; (vii) the Nuran Hypothec creates a valid hypothec on the Hypothecated Assets (as defined in the Nuran Hypothec) under the laws of Québec in the principal amount of CAN$3,500,000 with interest at the Debentures subscribed for hereunder rate of 25% per annum plus an additional hypothec of twenty percent (20%) of the total extent of the Nuran Hypothec to secure the Corporation Obligations (as defined in the manner contemplated Nuran Hypothec) (viii) the Nutaq Hypothec creates a valid hypothec on the Hypothecated Assets (as defined in this subscription agreement. If, at the Closing Time, Nutaq Hypothec) under the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing laws of Québec in the principal amount of Debentures subscribed for hereunder have been paid in accordance CAN$3,500,000 with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario interest at the Closing Time. The Corporation will deliver such Debenture Certificates rate of 25% per annum plus an additional hypothec of twenty percent (20%) of the total extent of the Nutaq Hypothec to secure the address set out for delivery on page 2 of this subscription agreement promptly after Obligations (as defined in the closing of its Offering.Nutaq Hypothec);

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional is relying on the accuracy truth of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than prior to the Closing Time unless other arrangements acceptable to Time, in accordance with the Corporation have been madeinstructions provided on page 1 of this Subscription Agreement: (a) on or before January 24, 2020, payment by the Subscriber to the Corporation shall have received of the Subscription Amount; (b) on or before January 24, 2020, the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules and Exhibits hereto); (c) on before January 24, 2020, the Subscriber having properly completed, signed and delivered Schedule “B” (Certificate of U.S. Accredited Investor Status); (d) on before January 24, 2020, if the Subscriber is not an individual and (i) holds, or will hold upon completion of the Offering, more than 5% of the issued and outstanding Common Shares on a Diluted or Undiluted basis; (ii) is, or will upon completion of the Offering be, an Insider; or (iii) is an Aggregate Pro Group placee, and a TSXV Corporate Placee Registration Form has not previously been filed with the TSXV or is not current, the Subscriber having properly completed, signed and delivered the form set out as Schedule “C” hereto; (e) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by Securities Laws for delivery by the Corporation on behalf of the Subscriber; (f) the Corporation having obtained all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval in respect of the TSX) required for the completion of the transaction contemplated by this subscription agreementOffering; (bg) the representations issue and warranties sale of the Corporation contained herein Units being true exempt from the requirement to file a prospectus and correct as the requirement to deliver an offering memorandum under applicable securities legislation relating to the sale of the Closing Time with Units, or the same force and effect Corporation having received such orders, consents or approvals as if made at and as of may be required to permit such sale without the Closing Time after giving effect requirement to the transactions contemplated hereby;file a prospectus or deliver an offering memorandum; and (ch) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing; (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount obtained conditional approval of the Debentures subscribed TSXV for hereunder to the Corporation in listing of the manner contemplated in this subscription agreement. If, at Unit Shares and the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingWarrant Shares.

Conditions of Closing. This subscription is THE OBLIGATIONS OF THE PURCHASER TO COMPLETE THE --------------------- PURCHASE OF SPECIAL WARRANTS AS CONTEMPLATED HEREBY SHALL BE CONDITIONAL UPON THE FULFILMENT AT OR BEFORE THE CLOSING TIME OF EACH OF THE FOLLOWING CONDITIONS, EACH OF WHICH ARE FOR THE EXCLUSIVE BENEFIT OF AND MAY BE WAIVED IN WHOLE OR IN PART BY THE PURCHASER. all actions required to be taken by or on behalf of the Company, including the passing of all requisite resolutions of directors of the Company, shall have been taken so as to validly create, issue and sell the Special Warrants; the Company shall have made all necessary filings and obtained all necessary approvals, consents and acceptances of appropriate regulatory authorities (including the Stock Exchanges) in order to permit the Company to issue and sell the Special Warrants to the Purchaser as contemplated hereby, subject only to conditions as may be required by the Stock Exchanges which the Company will satisfy forthwith following Closing; the Underlying Shares shall have been conditionally accepted for listing on the Stock Exchanges, subject to acceptance the filing of usual documentation and payment of fees; the Special Warrant Indenture shall have been entered into by and be in effect between the Company and the Trustee; the Company shall have duly accepted this Subscription Agreement; the Company shall have caused a favourable legal opinion, addressed to the Purchaser and the Agent and dated the Closing Date, and in form and content reasonably acceptable to the Purchaser and the Agent, to be delivered to the Purchaser and the Agent by the Corporation (Company's counsel with respect to such matters as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval Purchaser may reasonably request; 112 the Company shall have delivered to the Purchaser and the Underlying Securities not being subject Agent a certificate signed on behalf of the Company by any two senior officers of the Company as are acceptable to a hold period of more than four months the Purchaser, addressed to the Purchaser and one day from dated the Closing Date Date, and in a form reasonably satisfactory to the Common Shares being freely tradable on Purchaser, certifying that, to the TSX following best of the expiration knowledge, information and belief of such hold period. The Subscriber acknowledges and agrees that the obligations officers, having made due inquiry: no order ceasing or suspending trading in any securities of the Corporation hereunder Company or prohibiting the sale of the Special Warrants or the issuance of the Underlying Shares is in effect (except for any such order based upon the activities or alleged activities of the Purchaser and not of the Company) and, to the knowledge of such officers, no proceedings for such purpose are conditional on the accuracy of pending or threatened; the representations and warranties of the Subscriber Company contained in this subscription agreement as of the date of this subscription agreement, section 7 hereof are true and correct in all material respects as of the Closing Time as if such representations and warranties had been made at and as of the Closing Time, and ; the fulfillment of the following additional conditions as soon as possible and Company has in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been made: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the representations and warranties of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; (c) the Corporation having material respects complied with all covenants, of the covenants and satisfied all of the terms and conditions contained herein of this Subscription Agreement on its part to be complied with and or satisfied by the Corporation at or prior to the Closing; (d) Closing Time; and the Subscriber having completed this subscription agreement in full and having paid Company is a reporting issuer for the principal amount purposes of the Debentures subscribed for hereunder to securities legislation of the Corporation Provinces of British Columbia and Ontario and there is no material change in the manner contemplated in this subscription agreement. If, at affairs of the Closing Time, Company which presently requires disclosure under subsection 67(1) of the terms Securities Act (British Columbia) and conditions contained herein have been complied with, this completed subscription agreement no such disclosure has been made on a confidential basis; each of the Company and the Purchaser shall have executed and delivered to each other the Corporation mutual limited release in the form attached as Exhibit III hereto; and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount Purchaser's Special Warrants shall be comprised of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offeringonly Series A Special Warrants.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this subscription agreement Subscription Agreement as of the date of this subscription agreementSubscription Agreement and the Corporation is relying on the truth of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable to the Corporation have been madeTime: (a) on or before June 15, 2023, payment by the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval Subscriber of the TSX) required for Subscription Amount by certified cheque or bank draft in United States dollars payable in accordance with the completion of wire instructions attached hereto as Schedule “G” or such other payment method as may be agreed to by the transaction contemplated by this subscription agreementAgent and the Corporation; (b) on or before June 15, 2023, the representations Subscriber having properly completed, signed and warranties delivered this Subscription Agreement (including the Canadian Accredited Investor Status Certificate in Schedule “B”, the Employee, Executive Officer, Director and Consultant Status Certificate in Schedule “C”, the Offshore Purchaser Certificate in Schedule “D”, the Accredited Investor Certificate in Schedule “E”, as applicable, including any exhibit attached thereto, as applicable) to: ATB Capital Markets Inc. Attention: Xxx Xxxxx Email: [***] or in the case of Subscribers who are residents of the Corporation contained herein being true and correct United States, as of may be directed by the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated herebyCorporation; (c) the Corporation Subscriber having complied with executed and returned to the Corporation, at the Corporation’s request, all covenants, and satisfied all terms and conditions contained herein to other documents as may be complied with and satisfied required by the Securities Laws for delivery by the Corporation at or prior to on behalf of the ClosingSubscriber; (d) the Subscriber Corporation accepting the Subscriber’s subscription, in whole or in part; (e) the Corporation having completed this subscription agreement obtained all necessary approvals and consents and regulatory approvals in full and having paid the principal amount respect of the Debentures subscribed for hereunder Offering; (f) the issue and sale of the Units being exempt from the requirement to file a prospectus or registration statement and the requirement to deliver an offering memorandum under applicable Securities Laws relating to the offer and sale of the Units, 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 registration statement or to deliver an offering memorandum; (g) the closing conditions contained in the manner contemplated Agency Agreement being satisfied or waived by the relevant party; and (h) all documentation relating to the offer, sale and issuance of the Units being in this subscription agreement. If, at the Closing Time, the terms form and conditions contained herein have been complied with, this completed subscription agreement has been delivered substance satisfactory to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its OfferingAgent.

Conditions of Closing. This subscription is subject to acceptance by the Corporation (as described below). ‌ 10.1 The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder Underwriter to consummate at the Closing the transactions contemplated hereby are conditional on subject to receipt by the accuracy Underwriter of the items described in Section 10.2 hereof and to the satisfaction of the following conditions: (a) The Underwriter will not have discovered any material error, misstatement or omission in the representations and warranties of the Subscriber contained made in this subscription agreement Purchase Contract, which representations and warranties will be deemed to have been made again at and as of the date time of the Closing and will then be true in all material respects. (b) The Issuer and the Borrower will have performed and complied with all agreements and conditions required by this subscription agreementPurchase Contract to be performed or complied with by such respective parties at or prior to Closing. (c) The Bonds, the Financing Documents and the Official Statement shall each have been executed and delivered by each of the parties thereto, shall be in full force and effect on and as of the Closing Time Date and shall not have been amended, modified or supplemented prior to the Closing except as if may have been agreed to in writing by the Underwriter and no event of default shall exist under any such documents. (d) The Underwriter will have received orders for all of the Bonds (or such amount of the Bonds as is acceptable to the Underwriter) and (a) such orders have not been withdrawn at the time of the Closing and (b) the market price or marketability, at the initial offering price set forth in the Official Statement, of the Bonds shall not have been adversely affected, in the reasonable judgment of the Underwriter. (e) The Borrower shall have entered into the Continuing Disclosure Agreement containing covenants meeting the requirements of Rule 15c2-12 under the 1934 Act. (f) The Issuer shall have received the executed Issue Price Certificate of the Underwriter, substantially in the form attached to this Purchase Contract as Exhibit E. 10.2 In addition to the conditions set forth in Section 10.1, the obligations of the Underwriter to consummate at the Closing the transactions contemplated hereby are subject to receipt by the Underwriter of the following items: (a) An approving opinion of Bond Counsel, dated the Closing Date, relating to the validity of the Bonds and the tax-exempt status of the Bonds, substantially in the form attached to the Official Statement as Appendix F, and a letter of such counsel, addressed to the Underwriter and the Issuer, to the effect that such opinion may be relied upon, together with a supplemental opinion of Bond Counsel, satisfactory in form and substance to the Underwriter and the Issuer, dated the Closing Date, substantially in the form attached hereto as Exhibit B. (b) An opinion of counsel to the Borrower, dated the Closing Date, satisfactory in form and substance to the Underwriter, the Trustee, Bond Counsel and the Issuer and in substantially the form attached hereto as Exhibit C. (c) An opinion of Xxxxx Xxxxxx LLC, counsel to the Underwriter, satisfactory in form and substance to the Underwriter. (d) A certificate of the Issuer, dated the Closing Date and signed by an authorized official or officer of the Issuer, to the effect that (i) each of the Issuer’s representations contained herein and in all other Issuer Documents, which representations will be deemed to have been made again at and as of the Closing Timetime of Closing, are true and correct in all material respects; (ii) the Issuer has performed and complied with all agreements and conditions required by this Purchase Contract to be performed or complied with by it at or prior to the Closing; and (iii) the information contained in the Preliminary Official Statement and the fulfillment Official Statement under the captions “THE ISSUER” and “ABSENCE OF LITIGATION – The Issuer” is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein, in light of the following additional conditions circumstances under which they were made, not misleading. (e) Evidence that a public hearing has been duly held and the issuance of the Bonds has been duly approved as soon as possible and in any event not later than required by the Code. (f) A certificate of the Issuer, dated the Closing Time unless other arrangements acceptable Date and signed by an authorized officer of the Issuer, in form and substance satisfactory to the Corporation have been madeIssuer, the Underwriter and Bond Counsel, respecting certain tax matters as may be reasonably required by Bond Counsel to enable it to give its opinion. (g) A certificate of the Borrower, dated the Closing Date and signed by its authorized representative, to the effect that: (ai) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval each of the TSX) required for the completion of the transaction contemplated by this subscription agreement; (b) the Borrower’s representations and warranties of the Corporation contained herein being true and correct as of the Closing Time with the same force in all Borrower Documents, which representations and effect as if warranties will be deemed to have been made again at and as of the Closing Time after giving effect to the transactions contemplated herebytime of Closing, are true and correct in all material respects; (cii) the Corporation having Borrower has performed and complied with all covenants, and satisfied all terms agreements and conditions contained herein required by this Purchase Contract to be performed or complied with and satisfied by the Corporation it at or prior to the Closing; (diii) since the date of the Official Statement and except as set forth therein, there has not been any material adverse change in the Borrower’s operations, financial or otherwise; (iv) the Subscriber having completed this subscription agreement information contained in full the Preliminary Official Statement and having paid the principal amount Official Statement is true and correct and does not contain any untrue statement of a material fact and does not omit to state a material fact necessary in order to make the statements contained therein, in light of the Debentures subscribed for hereunder circumstances under which they were made, not misleading; (v) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, or before or by any court, public board or body pending or, to the Corporation best knowledge of the Borrower, threatened against or affecting the Borrower or any of its affiliates, nor, to the best knowledge of the Borrower, is there any basis therefor, wherein an unfavorable decision, ruling or finding would, in any way, adversely affect the transactions contemplated by the Loan Agreement or the operation and management of the Project, or that might result in any material adverse change in the manner contemplated business, operations, properties, assets, liabilities or condition (financial or other) of the Borrower or that affects the information in the Preliminary Official Statement and the Official Statement; and (vi) such other matters as the Underwriter may reasonably request. (h) A certificate of the Borrower dated the Closing Date and signed by its authorized representative, in form and substance satisfactory to the Underwriter and Bond Counsel, respecting certain tax matters as may be reasonably required by Bond Counsel to enable it to give its opinion. (i) A certificate of the Trustee, dated the Closing Date and signed by an authorized officer of the Trustee, in form and substance satisfactory to the Underwriter. (j) The Borrower’s 15c2-12 Certificate, substantially in the form attached hereto as Exhibit D, duly executed by the Borrower. (k) Certified copies of the organizational documents of the Borrower and copies of the resolutions or actions of its partners (if applicable) authorizing the execution and delivery of the Borrower Documents. (l) The Financing Documents (or certified copies thereof) duly executed and delivered by the respective parties thereto, with such amendments, modifications or supplements as may have been agreed to by the Issuer, Bond Counsel and the Underwriter. (m) Written evidence satisfactory to the Underwriter that Xxxxx’x Investors Service, Inc. (the “Rating Agency”) has issued a rating of “[Aaa]” for the Bonds and such rating shall be in effect on the Closing Date. (n) Such additional legal opinions, certificates, instruments and other documents as the Underwriter, the Issuer or Bond Counsel may reasonably deem necessary to evidence the truth and accuracy as of the Closing Date of the respective representations and warranties of the Issuer and the Borrower herein contained and of the Official Statement, and to evidence compliance by the Issuer and the Borrower with this subscription agreement. IfPurchase Contract and all applicable legal requirements, and the due performance and satisfaction by the Issuer and the Borrower at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Issuer and the Borrower. 10.3 If any of the conditions set forth in Section 10.1 or 10.2 hereof have not been met on the Closing Date, the Underwriter may, at the its sole option, terminate this Purchase Contract or proceed to Closing Timeupon waiving any rights under this Purchase Contract with respect to any such condition. If this Purchase Contract is terminated pursuant to this Section 10, the terms and conditions contained herein no party will have been complied withany rights or obligations to any other, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid except as provided in accordance with Section 7 13 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offering.

Conditions of Closing. This subscription is Notwithstanding anything in this Agreement to the contrary, the obligation of the Purchaser to complete the purchase of the Shares pursuant to Section 1 herein will be subject to acceptance the satisfaction at or prior to the Closing of each of the following conditions (the “Purchaser Closing Conditions”): 8.01 The Purchaser will have received the following legal opinions that are in a form satisfactory to the Purchaser: (a) That the Xxxx X. Xxxxxx was properly elected sole director of the Company at the shareholder meeting held on November 16, 2005, held pursuant to that Order of Default Judgment issued on November 2, 2005 in the action styled Sterling Investment Services and Xxxx X. Xxxxxx v. Themescapes, Inc., Civil Action No. 1581-N; (b) That the holding company reorganization (the “Reorganization”) among the Company, Themescapes, Inc., a Delaware corporation (the “Themescapes”), and Bulldog Merger, Inc., a Delaware corporation (“Bulldog”), effected in April 2006 complied with Section 251(g) of the Delaware General Corporation Law; (c) That the issuance of shares of common stock in the Company to shareholders of Themescapes pursuant to the Reorganization was exempt from registration under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”); (d) That neither the Shareholder Meeting nor the Reorganization triggered dissenters' rights of appraisal under Delaware law; and (e) That the Shares being acquired by the Corporation Purchaser hereunder were lawfully issued, fully paid and are non-assessable. 8.02 The Purchaser shall have been provided with the following documents or agreements: (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day a) A certificate from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees Xxxx X. Xxxxxx certifying that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber Selling Parties contained in this subscription agreement Agreement are true, complete and accurate in all material respects as of the date of this subscription agreement, when made and as of the Closing Time Closing, as if though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless other arrangements acceptable with respect to the Corporation have been made: (a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the approval of the TSX) required for the completion of the transaction contemplated by this subscription agreement;such date or period. (b) the representations All corporate minutes, books, documents and warranties instruments of every type or nature whatsoever of the Corporation contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect Company from inception to the transactions contemplated herebydate of Closing, including all documents or instruments upon which an legal opinion rendered in accordance with Section 8.02 hereof is based; (c) the Corporation having complied with all covenants, Signed customary management representation letters and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior attorney letters addressed to the Closing; (d) Company’s accountants and auditors that would be required by either to prepare or review the Subscriber having completed this subscription agreement in full and having paid Company’s financial statements for the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. Ifnine months ended September 30, at the Closing Time, the terms and conditions contained herein have been complied with, this completed subscription agreement has been delivered to the Corporation and accepted by the Corporation and, unless other arrangements acceptable to the Corporation have been made, the aggregate subscription proceeds representing the principal amount of Debentures subscribed for hereunder have been paid in accordance with Section 7 hereof, unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the closing of its Offering2006.