Common use of Conditions of the Offering Clause in Contracts

Conditions of the Offering. In connection with your purchase of the Purchased Shares, you agree to return to the Corporation in accordance with the Corporation’s instructions, as soon as possible the following documents: (a) this Agreement (including the forms set out in Schedules A, B, C and D, attached hereto, as applicable) duly completed and executed; (b) a certified cheque, bank draft or wire transfer or other acceptable form of payment to the Corporation, as applicable, for the total Purchase Price of the Purchased Shares payable to the Corporation or, if applicable, confirmation of “Delivery Against Payment” arrangements; (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada, and if you are an “Accredited Investor”, a duly executed and completed Accredited Investor Certificate, attached as Schedule A hereto and if you are an individual and are subscribing pursuant to section (j), (k) or (1) of the definition of “Accredited Investor”, a duly executed and completed Form 45-106 F9: Form for Individual Accredited Investors – Appendix I to Schedule A and the Individual Accredited Investor Questionnaire – Appendix II to Schedule A; (d) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” and are not an individual, but are resident in any province of Canada (other than Alberta) and qualify under the “Minimum Amount Investment” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (e) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada (other than Ontario or Saskatchewan) and are purchasing the Purchased Shares pursuant to the “Family, Friends and Business Associates” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto and Appendix I to Schedule B or Appendix II to Schedule B, as applicable; or (f) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada and qualify under the “Employee, Executive Officer, Director and Consultant” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (g) if you are and the Disclosed Purchaser is a Non-U.S. Subscriber, a fully executed and completed Non-U.S. Subscriber Regulation S Certificate, attached as Schedule C hereto; (h) if you are, or, if applicable, the Disclosed Purchaser is, a U.S. Subscriber, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule D hereto; and (i) any further documentation as required under the Securities Laws or by the policies of the Stock Exchange or other Regulatory Authorities. The obligation of the Corporation to sell the Purchased Shares to you is subject to, among other things, the conditions that: (a) you execute and return all documents required by this Agreement, by the Securities Laws and the policies of the Stock Exchange for delivery on your behalf, including the forms set out in Schedules A, B and C attached hereto, as applicable, to the Corporation as the sale of the Purchased Shares by the Corporation to you will not be qualified by a prospectus; (b) the representations and warranties made by you on your own behalf or, if applicable, on behalf of the Disclosed Purchaser (including representations and warranties made in any Schedule attached hereto, as applicable) herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you or, if applicable, the Disclosed Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects; By returning this Agreement you consent on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, to the filing by the Corporation of all documents and Personal Information concerning you or, if applicable, the Disclosed Purchaser, provided in this Agreement required by the Securities Laws and the policies of the Stock Exchange. If you are not subscribing for the Purchased Shares for your own account or deemed to be purchasing for you own account pursuant to National Instrument 45-106, the Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased Shares as principal for such Disclosed Purchaser’s own account and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange with respect to the Purchased Shares being acquired by the Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Disclosed Purchaser, you represent and warrant that you have authority to bind the Disclosed Purchaser. You agree, and if applicable the Disclosed Purchaser agrees, to comply with all Securities Laws and with the policies of the Stock Exchange concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased Shares. You acknowledge on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in whole or in part in its sole discretion.

Conditions of the Offering. In connection with your purchase of the Purchased SharesSecurities, you agree to return to the Corporation in accordance with the Corporation’s instructions, as soon as possible the following documents: : (a) this Agreement (including the forms set out in Schedules AAgreement, B, C and D, attached hereto, as applicable) duly completed and executed; ; (b) a certified cheque, bank draft or wire transfer or other acceptable form of payment to the Corporation, as applicable, for the total Purchase Price of the Purchased Shares Securities payable to the Corporation. If you are sending a certified cheque or bank draft, please make the same payable to the Corporation orand deliver the same to: [Redacted] If you are sending such funds by wire transfer, if applicable, confirmation of “Delivery Against Payment” arrangements; please note the following wire transfer instructions: [Redacted] (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada, and if you are an “Accredited Investor”, : (i) a duly executed and completed Accredited Investor Certificate, attached as Schedule Appendix A hereto and if you are an individual and are subscribing pursuant to section (j), (k) or (1) of the definition of “Accredited Investor”, a duly executed and completed Form 45-106 F9: Form for Individual Accredited Investors – Appendix I to Schedule A and the Individual Accredited Investor Questionnaire – Appendix II to Schedule Ahereto; and (dii) if you are notthe Subscriber, or, if applicable, the Disclosed Purchaser is notan individual relying on category (j), an “(k) or (l) of the Accredited Investor” Investor Certificate (and are do not an individual, but are resident meet the higher financial asset threshold set out in any province paragraph (j.1) of Canada (other than Alberta) and qualify under the “Minimum Amount Investment” exemptionAccredited Investor Certificate), a duly executed and completed Canadian Exemption Certificate, Form 45-106F9—Form for Individual Accredited Investors attached as Schedule B Exhibit 1 to Appendix A hereto; ; (e) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada (other than Ontario or Saskatchewan) and are purchasing the Purchased Shares pursuant to the “Family, Friends and Business Associates” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto and Appendix I to Schedule B or Appendix II to Schedule B, as applicable; or (f) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada and qualify under the “Employee, Executive Officer, Director and Consultant” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (g) if you are and the Disclosed Purchaser is a Non-U.S. Subscriber, a fully executed and completed Non-U.S. Subscriber Regulation S Certificate, attached as Schedule C hereto; (hd) if you are, or, if applicable, the Disclosed Purchaser is, or is purchasing for the account or benefit of, a Person in the United States or a U.S. SubscriberPerson, or otherwise subject to United States securities laws, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule D B hereto; (e) if you are a non-individual subscriber resident outside of Canada and you are not purchasing sufficient Offered Securities so that the aggregate acquisition cost of the Purchased Securities is CDN$150,000, a duly executed and completed Accredited Investor Certificate, attached as Appendix A to Schedule A hereto; and and (if) any further documentation as required under the Securities Laws or by the policies of the any Stock Exchange or other Regulatory AuthoritiesAuthority. The obligation of the Corporation to sell the Purchased Shares Securities to you is subject to, among other things, the conditions that: : (a) you execute and return all documents required by this Agreement, by the Securities Laws and the policies of the any Stock Exchange for delivery on your behalf, including the forms set out in Schedules A, Schedule A and Schedule B and C attached hereto, as applicable, to the Corporation as the sale of the Purchased Shares Securities by the Corporation to you will not be qualified by a prospectus; prospectus or registration statement; (b) the representations and warranties made by you on your own behalf or, if applicable, on behalf of the Disclosed Purchaser (including representations and warranties made in any Schedule attached hereto, as applicable) herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; ; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you or, if applicable, the Disclosed Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects; (d) the Corporation receives acceptance of notice of the Offering and conditional approval, or approval, as applicable, for the listing of the Offered Securities from the Stock Exchanges; (e) you deliver to the Corporation the aggregate purchase price for the Purchased Securities before the Closing Date; and (f) all other necessary regulatory approvals are obtained prior to the Closing Date. Notwithstanding the foregoing, the Corporation reserves the right to accept or reject any subscription for the Purchased Securities, for any reason or for no reason, in whole or in part, or to allot to any prospective Subscriber fewer Common Shares than such prospective Subscriber has subscribed to purchase. By returning this Agreement you consent on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, to the filing by the Corporation of all documents and Personal Information concerning you or, if applicable, the Disclosed Purchaser, provided in this Agreement required by the Securities Laws and the policies of the Stock ExchangeExchanges. If you are not subscribing for the Purchased Shares Securities for your own account or deemed to be purchasing for you own account pursuant to National Instrument 45-106, the each Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased Shares Securities as principal for such Disclosed Purchaser’s own account and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange Exchanges with respect to the Purchased Shares Securities being acquired by the such Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Disclosed PurchaserSubscriber, you represent and warrant that you have authority to bind the Disclosed PurchaserSubscriber. You agree, and if applicable the you agree to cause any Disclosed Purchaser agreesfor whom you are contracting hereunder, to comply with all Securities Laws and with the policies of the Stock Exchange Exchanges concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased SharesSecurities. You acknowledge on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in whole or in part in its sole discretion.

Conditions of the Offering. In connection with your purchase of the Purchased SharesSecurities, you agree to return to the Corporation in accordance with the Corporation’s instructions, as soon as possible the following documents: : (a) this Agreement (including the forms set out in Schedules AAgreement, B, C and D, attached hereto, as applicable) duly completed and executed; ; (b) a certified cheque, bank draft or wire transfer or other acceptable form of payment to the Corporation, as applicable, for the total Purchase Price of the Purchased Shares Securities payable to the Corporation. If you are sending a certified cheque or bank draft, please make the same payable to the Corporation orand deliver the same to: [Redacted] If you are sending such funds by wire transfer, if applicable, confirmation of “Delivery Against Payment” arrangements; please note the following wire transfer instructions: [Redacted] (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada, and if you are an “Accredited Investor”, : (i) a duly executed and completed Accredited Investor Certificate, attached as Schedule Appendix A hereto and if you are an individual and are subscribing pursuant to section (j), (k) or (1) of the definition of “Accredited Investor”, a duly executed and completed Form 45-106 F9: Form for Individual Accredited Investors – Appendix I to Schedule A and the Individual Accredited Investor Questionnaire – Appendix II to Schedule Ahereto; and (dii) if you are notthe Subscriber, or, if applicable, the Disclosed Purchaser is notan individual relying on category (j), an “(k) or (l) of the Accredited Investor” Investor Certificate (and are do not an individual, but are resident meet the higher financial asset threshold set out in any province paragraph (j.1) of Canada (other than Alberta) and qualify under the “Minimum Amount Investment” exemptionAccredited Investor Certificate), a duly executed and completed Canadian Exemption Certificate, Form 45-106F9-Form for Individual Accredited Investors attached as Schedule B Exhibit 1 to Appendix A hereto; and (e) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada (other than Ontario or Saskatchewan) and are purchasing the Purchased Shares pursuant to the “Family, Friends and Business Associates” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto and Appendix I to Schedule B or Appendix II to Schedule B, as applicable; or (f) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada and qualify under the “Employee, Executive Officer, Director and Consultant” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (g) if you are and the Disclosed Purchaser is a Non-U.S. Subscriber, a fully executed and completed Non-U.S. Subscriber Regulation S Certificate, attached as Schedule C hereto; (hd) if you are, or, if applicable, the Disclosed Purchaser is, or is purchasing for the account or benefit of, a Person in the United States or a U.S. SubscriberPerson, or otherwise subject to United States securities laws, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule D B hereto; (e) if you are a non-individual subscriber resident outside of Canada and you are not purchasing sufficient Offered Securities so that the aggregate acquisition cost of the Purchased Securities is CDN$150,000, a duly executed and completed Accredited Investor Certificate, attached as Appendix A to Schedule A hereto; and and (if) any further documentation as required under the Securities Laws or by the policies of the any Stock Exchange or other Regulatory AuthoritiesAuthority. The obligation of the Corporation to sell the Purchased Shares Securities to you is subject to, among other things, the conditions that: : (a) you execute and return all documents required by this Agreement, by the Securities Laws and the policies of the any Stock Exchange for delivery on your behalf, including the forms set out in Schedules A, Schedule A and Schedule B and C attached hereto, as applicable, to the Corporation as the sale of the Purchased Shares Securities by the Corporation to you will not be qualified by a prospectus; prospectus or registration statement; (b) the representations and warranties made by you on your own behalf or, if applicable, on behalf of the Disclosed Purchaser (including representations and warranties made in any Schedule attached hereto, as applicable) herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; ; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you or, if applicable, the Disclosed Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects; (d) the Corporation receives acceptance of notice of the Offering and conditional approval, or approval, as applicable, for the listing of the Offered Securities from the Stock Exchanges; and (e) you deliver to the Corporation the aggregate purchase price for the Purchased Securities before the Closing Date; and (f) all other necessary regulatory approvals are obtained prior to the Closing Date. Notwithstanding the foregoing, the Corporation reserves the right to accept or reject any subscription for the Purchased Securities, for any reason or for no reason, in whole or in part, or to allot to any prospective Subscriber fewer Common Shares than such prospective Subscriber has subscribed to purchase. By returning this Agreement you consent on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, to the filing by the Corporation of all documents and Personal Information concerning you or, if applicable, the Disclosed Purchaser, provided in this Agreement required by the Securities Laws and the policies of the Stock ExchangeExchanges. If you are not subscribing for the Purchased Shares Securities for your own account or deemed to be purchasing for you own account pursuant to National Instrument 45-106, the each Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased Shares Securities as principal for such Disclosed Purchaser’s own account and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange Exchanges with respect to the Purchased Shares Securities being acquired by the such Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Disclosed PurchaserSubscriber, you represent and warrant that you have authority to bind the Disclosed PurchaserSubscriber. You agree, and if applicable the you agree to cause any Disclosed Purchaser agreesfor whom you are contracting hereunder, to comply with all Securities Laws and with the policies of the Stock Exchange Exchanges concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased SharesSecurities. You acknowledge on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in whole or in part in its sole discretion.

Conditions of the Offering. In connection with your purchase of the Purchased SharesSecurities, you agree to return to pay into the Corporation in accordance with the Corporation’s instructions, as soon as possible the following documents: (a) this Agreement (including the forms set out in Schedules A, B, C and D, attached hereto, as applicable) duly completed and executed; (b) a escrow account by certified cheque, bank draft or wire transfer or other acceptable form of payment to the Corporation, as applicable, for the total Purchase Price of the Purchased Shares payable Securities, as provided in the Escrow Agreement, and return to the Corporation oras soon as possible the following documents: (a) this Agreement, if applicable, confirmation of “Delivery Against Payment” arrangements; duly completed and executed; (cb) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada, and if you are an “Accredited Investor”, : (i) a duly executed and completed Accredited Investor Certificate, attached as Schedule Appendix A hereto and if you are an individual and are subscribing pursuant to section (j), (k) or (1) of the definition of “Accredited Investor”, a duly executed and completed Form 45-106 F9: Form for Individual Accredited Investors – Appendix I to Schedule A and the Individual Accredited Investor Questionnaire – Appendix II to Schedule Ahereto; and (dii) if you are notthe Subscriber, or, if applicable, the Disclosed Purchaser is notan individual relying on category (j), an “(k) or (l) of the Accredited Investor” Investor Certificate (and are do not an individual, but are resident meet the higher financial asset threshold set out in any province paragraph (j.1) of Canada (other than Alberta) and qualify under the “Minimum Amount Investment” exemptionAccredited Investor Certificate), a duly executed and completed Canadian Exemption Certificate, Form 45-106F9—Form for Individual Accredited Investors attached as Schedule B Exhibit 1 to Appendix A hereto; ; (e) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada (other than Ontario or Saskatchewan) and are purchasing the Purchased Shares pursuant to the “Family, Friends and Business Associates” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto and Appendix I to Schedule B or Appendix II to Schedule B, as applicable; or (f) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada and qualify under the “Employee, Executive Officer, Director and Consultant” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (g) if you are and the Disclosed Purchaser is a Non-U.S. Subscriber, a fully executed and completed Non-U.S. Subscriber Regulation S Certificate, attached as Schedule C hereto; (hc) if you are, or, if applicable, the Disclosed Purchaser is, or is purchasing for the account or benefit of, a Person in the United States or a U.S. SubscriberPerson, or otherwise subject to United States securities laws, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule D B hereto; (d) if you are a non-individual subscriber resident outside of Canada and you are not purchasing sufficient Offered Securities so that the aggregate acquisition cost of the Purchased Securities is CDN$150,000, a duly executed and completed Accredited Investor Certificate, attached as Appendix A to Schedule A hereto; and and (ie) any further documentation as required under the Securities Laws or by the policies of the any Stock Exchange or other Regulatory AuthoritiesAuthority. The obligation of the Corporation to sell the Purchased Shares Securities to you is subject to, among other things, the conditions that: : (a) you execute and return all documents required by this Agreement, by the Securities Laws and the policies of the any Stock Exchange for delivery on your behalf, including the forms set out in Schedules A, Schedule A and Schedule B and C attached hereto, as applicable, to the Corporation as the sale of the Purchased Shares Securities by the Corporation to you will not be qualified by a prospectus; prospectus or registration statement; (b) the representations and warranties made by you on your own behalf or, if applicable, on behalf of the Disclosed Purchaser (including representations and warranties made in any Schedule attached hereto, as applicable) herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; ; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you or, if applicable, the Disclosed Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects; (d) the Corporation receives acceptance of notice of the Offering and conditional approval, or approval, as applicable, for the listing of the Offered Securities from the Stock Exchanges; (e) you pay into the escrow account, pursuant to the terms of the Escrow Agreement, the aggregate purchase price for the Purchased Securities at least one Business Day before the Closing Date; and (f) all other necessary regulatory approvals are obtained prior to the Closing Date. Notwithstanding the foregoing, the Corporation reserves the right to accept or reject any subscription for the Purchased Securities, for any reason or for no reason, in whole or in part, or to allot to any prospective Subscriber fewer Common Shares than such prospective Subscriber has subscribed to purchase. By returning this Agreement you consent on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, to the filing by the Corporation of all documents and Personal Information concerning you or, if applicable, the Disclosed Purchaser, provided in this Agreement required by the Securities Laws and the policies of the Stock ExchangeExchanges. If you are not subscribing for the Purchased Shares Securities for your own account or deemed to be purchasing for you own account pursuant to National Instrument 45-106, the each Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased Shares Securities as principal for such Disclosed Purchaser’s own account and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange Exchanges with respect to the Purchased Shares Securities being acquired by the such Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Disclosed PurchaserSubscriber, you represent and warrant that you have authority to bind the Disclosed PurchaserSubscriber. You agree, and if applicable the you agree to cause any Disclosed Purchaser agreesfor whom you are contracting hereunder, to comply with all Securities Laws and with the policies of the Stock Exchange Exchanges concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased SharesSecurities. You acknowledge on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in whole or in part in its sole discretion.

Conditions of the Offering. In connection with your purchase of the Purchased Shares, you agree to return to the Corporation in accordance with the Corporation’s instructions, as soon as possible the following documents: (a) this Agreement (including the forms set out in Schedules A, B, C and D, attached hereto, as applicable) duly completed and executed; (b) a certified cheque, bank draft or wire transfer or other acceptable form of payment to the Corporation, as applicable, for the total Purchase Price of the Purchased Shares payable to the Corporation or, if applicable, confirmation of “Delivery Against Payment” arrangements; (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada, and if you are an “Accredited Investor”, a duly executed and completed Accredited Investor Certificate, attached as Schedule A hereto and if you are an individual and are subscribing pursuant to section (j), (k) or (1) of the definition of “Accredited Investor”, a duly executed and completed Form 45-106 F9: Form for Individual Accredited Investors – Appendix I to Schedule A and the Individual Accredited Investor Questionnaire – Appendix II to Schedule A; (d) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” and are not an individual, but are resident in any province of Canada (other than Alberta) and qualify under the “Minimum Amount Investment” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (e) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada (other than Ontario or Saskatchewan) and are purchasing the Purchased Shares pursuant to the “Family, Friends and Business Associates” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto and Appendix I to Schedule B or Appendix II to Schedule B, as applicable; or (f) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada and qualify under the “Employee, Executive Officer, Director and Consultant” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (g) if you are and the Disclosed Purchaser is a Non-U.S. Subscriber, a fully executed and completed Non-U.S. Subscriber Regulation S Certificate, attached as Schedule C hereto; (h) if you are, or, if applicable, the Disclosed Purchaser is, a U.S. Subscriber, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule D hereto; and (i) any further documentation as required under the Securities Laws or by the policies of the Stock Exchange or other Regulatory Authorities. The obligation of the Corporation to sell the Purchased Shares to you is subject to, among other things, the conditions that: (a) you execute and return all documents required by this Agreement, by the Securities Laws and the policies of the Stock Exchange for delivery on your behalf, including the forms set out in Schedules A, B and C attached hereto, as applicable, to the Corporation as the sale of the Purchased Shares by the Corporation to you will not be qualified by a prospectus; (b) the representations and warranties made by you on your own behalf or, if applicable, on behalf of the Disclosed Purchaser (including representations and warranties made in any Schedule attached hereto, as applicable) herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you or, if applicable, the Disclosed Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects; By returning this Agreement you consent on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, to the filing by the Corporation of all documents and Personal Information concerning you or, if applicable, the Disclosed Purchaser, provided in this Agreement required by the Securities Laws and the policies of the Stock Exchange. If you are not subscribing for the Purchased Shares for your own account or deemed to be purchasing for you own account pursuant to National Instrument 45-106, the Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased Shares as principal for such Disclosed Purchaser’s own account and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange with respect to the Purchased Shares being acquired by the Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Disclosed Purchaser, you represent and warrant that you have authority to bind the Disclosed Purchaser. You agree, and if applicable the Disclosed Purchaser agrees, to comply with all Securities Laws and with the policies of the Stock Exchange concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased Shares. You acknowledge on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in whole or in part in its sole discretion.

Conditions of the Offering. In connection with your purchase of the Purchased SharesSecurities, you agree to return to the Corporation in accordance with the Corporation’s instructions, as soon as possible the following documents: : (a) this Agreement (including the forms set out in Schedules AAgreement, B, C and D, attached hereto, as applicable) duly completed and executed; ; (b) a certified cheque, bank draft or wire transfer or other acceptable form of payment to the Corporation, as applicable, for the total Purchase Price of the Purchased Shares Securities payable to the Corporation. If you are sending a certified cheque or bank draft, please make the same payable to the Corporation orand deliver the same to: [Redacted] If you are sending such funds by wire transfer, if applicable, confirmation of “Delivery Against Payment” arrangements; please note the following wire transfer instructions: [Redacted] (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada, and if you are an “Accredited Investor”, : (i) a duly executed and completed Accredited Investor Certificate, attached as Schedule Appendix A hereto and if you are an individual and are subscribing pursuant to section (j), (k) or (1) of the definition of “Accredited Investor”, a duly executed and completed Form 45-106 F9: Form for Individual Accredited Investors – Appendix I to Schedule A and the Individual Accredited Investor Questionnaire – Appendix II to Schedule Ahereto; and (dii) if you are notthe Subscriber, or, if applicable, the Disclosed Purchaser is notan individual relying on category (j), an “(k) or (l) of the Accredited Investor” Investor Certificate (and are do not an individual, but are resident meet the higher financial asset threshold set out in any province paragraph (j.1) of Canada (other than Alberta) and qualify under the “Minimum Amount Investment” exemptionAccredited Investor Certificate), a duly executed and completed Canadian Exemption Certificate, Form 45-106F9-Form for Individual Accredited Investors attached as Schedule B Exhibit 1 to Appendix A hereto; and (e) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada (other than Ontario or Saskatchewan) and are purchasing the Purchased Shares pursuant to the “Family, Friends and Business Associates” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto and Appendix I to Schedule B or Appendix II to Schedule B, as applicable; or (f) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada and qualify under the “Employee, Executive Officer, Director and Consultant” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (g) if you are and the Disclosed Purchaser is a Non-U.S. Subscriber, a fully executed and completed Non-U.S. Subscriber Regulation S Certificate, attached as Schedule C hereto; (hd) if you are, or, if applicable, the Disclosed Purchaser is, or is purchasing for the account or benefit of, a Person in the United States or a U.S. SubscriberPerson, or otherwise subject to United States securities laws, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule D B hereto; (e) if you are a non-individual subscriber resident outside of Canada and you are not purchasing sufficient Offered Securities so that the aggregate acquisition cost of the Purchased Securities is CDN$150,000, a duly executed and completed Accredited Investor Certificate, attached as Appendix A to Schedule A hereto; and and (if) any further documentation as required under the Securities Laws or by the policies of the any Stock Exchange or other Regulatory AuthoritiesAuthority. The obligation of the Corporation to sell the Purchased Shares Securities to you is subject to, among other things, the conditions that: : (ag) you execute and return all documents required by this Agreement, by the Securities Laws and the policies of the any Stock Exchange for delivery on your behalf, including the forms set out in Schedules A, Schedule A and Schedule B and C attached hereto, as applicable, to the Corporation as the sale of the Purchased Shares Securities by the Corporation to you will not be qualified by a prospectus; prospectus or registration statement; (bh) the Corporation has closed a private placement with the holders of the Corporation’s outstanding 6 7/8% convertible senior subordinated notes, pursuant to which private placement 11,793,509 Common Shares have been issued. (i) the representations and warranties made by you on your own behalf or, if applicable, on behalf of the Disclosed Purchaser (including representations and warranties made in any Schedule attached hereto, as applicable) herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; ; (cj) all covenants, agreements and conditions contained in this Agreement to be performed by you or, if applicable, the Disclosed Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects; (k) the Corporation receives acceptance of notice of the Offering and conditional approval, or approval, as applicable, for the listing of the Offered Securities from the Stock Exchanges; and (l) you deliver to the Corporation the aggregate purchase price for the Purchased Securities before the Closing Date; and (m) all other necessary regulatory approvals are obtained prior to the Closing Date. Notwithstanding the foregoing, the Corporation reserves the right to accept or reject any subscription for the Purchased Securities, for any reason or for no reason, in whole or in part, or to allot to any prospective Subscriber fewer Common Shares than such prospective Subscriber has subscribed to purchase. By returning this Agreement you consent on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, to the filing by the Corporation of all documents and Personal Information concerning you or, if applicable, the Disclosed Purchaser, provided in this Agreement required by the Securities Laws and the policies of the Stock ExchangeExchanges. If you are not subscribing for the Purchased Shares Securities for your own account or deemed to be purchasing for you own account pursuant to National Instrument 45-106, the each Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased Shares Securities as principal for such Disclosed Purchaser’s own account and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange Exchanges with respect to the Purchased Shares Securities being acquired by the such Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Disclosed PurchaserSubscriber, you represent and warrant that you have authority to bind the Disclosed PurchaserSubscriber. You agree, and if applicable the you agree to cause any Disclosed Purchaser agreesfor whom you are contracting hereunder, to comply with all Securities Laws and with the policies of the Stock Exchange Exchanges concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased SharesSecurities. You acknowledge on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in whole or in part in its sole discretion.

Conditions of the Offering. In connection with your purchase subscription for the Note and the grant to you of the Purchased SharesSilver Purchase Agreement Right, you agree to return to the Corporation in accordance with the Corporation’s instructions, as soon as possible the following documents: : (a) this Agreement (including the forms set out in Schedules AAgreement, B, C and D, attached hereto, as applicable) duly completed and executed; , including the applicable Appendices and Schedules; (b) if the Subscriber is subscribing pursuant to the “Accredited Investor” exemption under Section 2.3 of NI 45-106, the Subscriber having properly completed, signed and delivered (A) Error! Reference source not found. (the Accredited Investor Certificate), and (B) Exhibit “I” to Error! Reference source not found. if subscribing under categories (j), (k) or (l) of the Accredited Investor Certificate; (c) if the Subscriber is a person who is in the United States, a U.S. Person or purchasing the Units for the account or benefit of a person or persons that is/are in the United States or U.S. Persons, complete and sign the U.S. Accredited Investor Certificate – Error! Reference source not found.; (d) if the Subscriber is resident in a jurisdiction outside of Canada and the United States, the Subscriber having properly completed, signed and delivered Error! Reference source not found. (the Offshore Subscriber Certificate); (e) a certified cheque, bank draft or wire transfer or other acceptable form of payment to the Corporation, as applicable, Corporation for the total Purchase Price of the Purchased Shares payable Price, which is to be delivered to the Corporation or, if applicable, confirmation of “Delivery Against Payment” arrangementsor such other person as the Corporation shall advise you; (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada, and if you are an “Accredited Investor”, a duly executed and completed Accredited Investor Certificate, attached as Schedule A hereto and if you are an individual and are subscribing pursuant to section (j), (k) or (1) of the definition of “Accredited Investor”, a duly executed and completed Form 45-106 F9: Form for Individual Accredited Investors – Appendix I to Schedule A and the Individual Accredited Investor Questionnaire – Appendix II to Schedule A; (d) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” and are not an individual, but are resident in any province of Canada (other than Alberta) and qualify under the “Minimum Amount Investment” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (e) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada (other than Ontario or Saskatchewan) and are purchasing the Purchased Shares pursuant to the “Family, Friends and Business Associates” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto and Appendix I to Schedule B or Appendix II to Schedule B, as applicable; or and (f) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada and qualify under the “Employee, Executive Officer, Director and Consultant” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (g) if you are and the Disclosed Purchaser is a Non-U.S. Subscriber, a fully executed and completed Non-U.S. Subscriber Regulation S Certificate, attached as Schedule C hereto; (h) if you are, or, if applicable, the Disclosed Purchaser is, a U.S. Subscriber, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule D hereto; and (i) any further documentation as required under the Securities Laws or by the policies of the Stock Exchange TSX-V or other Regulatory Authoritiesregulatory authority. The obligation of the Corporation to sell issue the Purchased Shares Note to you and to grant you the Silver Purchase Agreement Right is subject to, among other things, the conditions that: : (a) you execute and return all documents required by this Agreement, by the Securities Laws and the policies of the Stock Exchange TSX-V for delivery on your behalf, including the forms set out in Schedules A, B and C attached hereto, as applicable, to the Corporation as the sale issuance of the Purchased Shares Securities by the Corporation to you will not be qualified by a prospectus; ; (b) the representations and warranties made by you on your own behalf or, if applicable, on behalf of the Disclosed Purchaser (including representations and warranties made in any Appendix or Schedule attached hereto, as applicable) herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; ; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you or, if applicable, the Disclosed Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects; (d) American CuMo receives acceptance of notice of the Offering and conditional acceptance of the Offering from the TSX-V; and (e) all other necessary regulatory approvals are obtained prior to the Closing Date. By returning this Agreement you consent on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, to the filing by the Corporation and American CuMo of all documents and Personal Information concerning you or, if applicable, the Disclosed Purchaser, provided in this Agreement required by the Securities Laws and the policies of the Stock Exchange. If you are not subscribing for the Purchased Shares for your own account or deemed to be purchasing for you own account pursuant to National Instrument 45TSX-106, the Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased Shares as principal for such Disclosed Purchaser’s own account and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange with respect to the Purchased Shares being acquired by the Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Disclosed Purchaser, you represent and warrant that you have authority to bind the Disclosed Purchaser. V. You agree, and if applicable the Disclosed Purchaser agrees, agree to comply with all Securities Laws and with the policies of the Stock Exchange TSX-V concerning the purchase subscription of, the holding of, and the resale restrictions applicable to, the Purchased Shares. You acknowledge on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in whole or in part in its sole discretionSecurities.

Conditions of the Offering. In connection with your purchase of the Purchased SharesSecurities, you agree to return to the Corporation in accordance with the Corporation’s instructions, as soon as possible the following documents: : (a) this Agreement (including the forms set out in Schedules AAgreement, B, C and D, attached hereto, as applicable) duly completed and executed; ; (b) a certified cheque, bank draft or wire transfer or other acceptable form of payment to the Corporation, as applicable, for the total Purchase Price of the Purchased Shares Securities payable to the Corporation or, if applicable, confirmation of “Delivery Against Payment” arrangements; Corporation; (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada, and if you are an “Accredited Investor”, a duly executed and completed Accredited Investor Certificate, attached as Schedule A hereto and if you are an individual and are subscribing pursuant to section (j), (k) or (1) of the definition of “Accredited Investor”, a duly executed and completed Form 45-106 F9: Form for Individual Accredited Investors – Appendix I to Schedule A and the Individual Accredited Investor Questionnaire – Appendix II to Schedule A; hereto; (d) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” and are not an individual, but are resident in any province of Canada (other than Alberta) and qualify under the “Minimum Amount Investment” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (e) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada (other than Ontario or SaskatchewanOntario) and are purchasing the Purchased Shares pursuant to the “Family, Friends and Business Associates” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto and Appendix I to Schedule B or Appendix II to Schedule B, as applicable; or hereto; (fe) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada Ontario and qualify under are purchasing the Shares pursuant to the “EmployeeFounder, Executive Officer, Director control person and Consultantfamily” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; ; (g) if you are and the Disclosed Purchaser is a Non-U.S. Subscriber, a fully executed and completed Non-U.S. Subscriber Regulation S Certificate, attached as Schedule C hereto; (hf) if you are, or, if applicable, the Disclosed Purchaser is, is a U.S. SubscriberPurchaser or otherwise subject to United States securities laws, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule D C hereto; and and (ig) any further documentation as required under the Securities Laws or by the policies of the Stock Exchange Exchanges or other Regulatory Authorities. The obligation of the Corporation to sell the Purchased Shares Securities to you is subject to, among other things, the conditions that: : (a) you execute and return all documents required by this Agreement, by the Securities Laws and the policies of the Stock Exchange Exchanges for delivery on your behalf, including the forms set out in Schedules A, B and C attached hereto, as applicable, to the Corporation as the sale of the Purchased Shares Securities by the Corporation to you will not be qualified by a prospectus; ; (b) the representations and warranties made by you on your own behalf or, if applicable, on behalf of the Disclosed Purchaser (including representations and warranties made in any Schedule attached hereto, as applicable) herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; ; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you or, if applicable, the Disclosed Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects; (d) the Corporation receives conditional acceptance of notice of the Offering and conditional approval for the listing of the Shares from the TSX and approval for the listing of the Shares from NYSE MKT; and (e) all other necessary regulatory approvals are obtained prior to the Closing Date. By returning this Agreement you consent on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, to the filing by the Corporation of all documents and Personal Information concerning you or, if applicable, the Disclosed Purchaser, provided in this Agreement required by the Securities Laws and the policies of the Stock ExchangeExchanges. If you are not subscribing for the Purchased Shares Securities for your own account or deemed to be purchasing for you own account pursuant to National Instrument 45-106, the Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased Shares Securities as principal for such Disclosed Purchaser’s own account and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange Exchanges with respect to the Purchased Shares Securities being acquired by the Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Disclosed Purchaser, you represent and warrant that you have authority to bind the Disclosed Purchaser. You agree, and if applicable the Disclosed Purchaser agrees, to comply with all Securities Laws and with the policies of the Stock Exchange Exchanges concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased SharesSecurities. You acknowledge on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in whole or in part in its sole discretion.

Conditions of the Offering. In connection with your purchase of the Purchased SharesSecurities, you agree to return to the Corporation in accordance with the Corporation’s instructions, as soon as possible the following documents: : (a) this Agreement (including the forms set out in Schedules AAgreement, B, C and D, attached hereto, as applicable) duly completed and executed; ; (b) a certified cheque, bank draft or wire transfer or other acceptable form of payment to the Corporation, as applicable, for the total aggregate Purchase Price of the Purchased Shares Securities payable to the Corporation or, if applicable, confirmation of “Delivery Against Payment” arrangements; Corporation; (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada, a duly completed Canadian Exemption Certificate, attached as Schedule A hereto, and if you are are, or, if applicable, the Disclosed Purchaser is, an “Accredited Investor”, a duly executed and completed Accredited Investor Certificate, attached as Appendix I to Schedule A hereto and hereto; (d) if you are an individual a portfolio manager resident outside of Canada and you are subscribing pursuant to section (j), (k) or (1) not purchasing sufficient Offered Securities so that the aggregate acquisition cost of the definition of “Accredited Investor”Purchased Securities is CDN$150,000, a duly executed and completed Form 45-106 F9: Form for Individual Accredited Investors – Investor Certificate, attached as Appendix I to Schedule A and the Individual Accredited Investor Questionnaire – Appendix II to Schedule A; (d) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” and are not an individual, but are resident in any province of Canada (other than Alberta) and qualify under the “Minimum Amount Investment” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; ; (e) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada (other than Ontario or Saskatchewan) and are purchasing the Purchased Shares pursuant to the “Family, Friends and Business Associates” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto and Appendix I to Schedule B or Appendix II to Schedule B, as applicable; or (f) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada and qualify under the “Employee, Executive Officer, Director and Consultant” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (g) if you are and the Disclosed Purchaser is a Non-U.S. Subscriber, a fully executed and completed Non-U.S. Subscriber Regulation S Certificate, attached as Schedule C hereto; (h) if you are, or, if applicable, the Disclosed Purchaser is, in the United States or purchasing for the benefit or account of a U.S. Subscriberperson in the United States, a fully duly executed and completed U.S. Accredited Investor Certificate, attached as Schedule D B hereto; and and (if) any further documentation as required to be provided by the Subscriber under the Securities Laws or by the policies of the Stock Exchange Exchanges or other Regulatory AuthoritiesAuthorities in connection with the purchase and sale of the Purchased Securities. The obligation of the Corporation to sell the Purchased Shares Securities to you is subject to, among other things, the conditions that: : (a) you execute having executed and return returned all documents required by this Agreement, by the Securities Laws and the policies of the Stock Exchange Exchanges for delivery on your behalf, including the forms set out in Schedules A, Schedule A and Schedule B and C attached hereto, as applicable, to the Corporation Corporation, as the sale of the Purchased Shares Securities by the Corporation to you will not be qualified by a prospectus; ; (b) the representations and warranties made by you on your own behalf or, if applicable, on behalf of the Disclosed Purchaser (including representations and warranties made in any Schedule attached hereto, as applicable) herein are being true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; ; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you or, if applicable, the Disclosed Purchaser on or prior to the Closing Date shall have having been performed or complied with in all material respects; (d) the Corporation receives conditional acceptance of notice of the Offering and conditional approval for the listing of the Offered Securities from the TSX and approval for the listing of the Offered Securities from NYSE MKT; and (e) all other required approvals (including, if required by Securities Laws or the rules and regulations of the TSX or NYSE MKT, shareholder approval) having been obtained by the Corporation prior to the Closing Date. The obligation of the Subscriber and, if applicable, the Disclosed Purchaser to purchase the Purchased Securities from the Corporation is subject to, among other things, the conditions that: (f) the representations and warranties made by the Corporation being true and correct when made and true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; (g) all covenants, agreements and conditions contained in this Agreement to be performed by the Corporation on or prior to the Closing Date having been performed or complied with in all material respects; (h) the Investor Rights Agreement dated as of the date hereof among the Corporation and the Subscriber being duly completed and executed; (i) the Corporation receives conditional acceptance of notice of the Offering and conditional approval for the listing of the Offered Securities from the TSX and approval for the listing of the Offered Securities from NYSE MKT; and (j) all other required approvals (including, if required by Securities Laws or the rules and regulations of the TSX or NYSE MKT, shareholder approval) having been obtained by the Corporation prior to the Closing Date. By returning this Agreement you consent on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, to the filing by the Corporation of all documents and Personal Information personal information concerning you or, if applicable, the Disclosed Purchaser, provided in this Agreement required by the Securities Laws and the policies of the Stock ExchangeExchanges. If you are not subscribing for the Purchased Shares Securities for your own account or deemed to be purchasing for you own account pursuant to National Instrument 45-106account, the each Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased Shares Securities as principal principal, for such Disclosed Purchaser’s own account account, and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange Exchanges with respect to the Purchased Shares Securities being acquired by the such Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Disclosed PurchaserSubscriber, you represent and warrant that you have authority to bind the Disclosed PurchaserSubscriber. You agree, and if applicable the you agree to cause any Disclosed Purchaser agreesfor whom you are contracting hereunder, to comply with all Securities Laws and with the policies of the Stock Exchange Exchanges concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased SharesSecurities. You acknowledge on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in whole or in part in its sole discretion.

Conditions of the Offering. In connection with your purchase of the Purchased SharesSecurities, you agree to return to the Corporation in accordance with the Corporation’s instructions, as soon as possible the following documents: : (a) this Agreement (including the forms set out in Schedules AAgreement, B, C and D, attached hereto, as applicable) duly completed and executed; ; (b) a certified cheque, bank draft or wire transfer or other acceptable form of payment to the Corporation, as applicable, for the total Purchase Price of the Purchased Shares Securities payable to the Corporation or, if applicable, confirmation of “Delivery Against Payment” arrangements; Corporation. (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada, and if you are an “Accredited Investor”, : (i) a duly executed and completed Accredited Investor Certificate, attached as Schedule Appendix A hereto and if you are an individual and are subscribing pursuant to section (j), (k) or (1) of the definition of “Accredited Investor”, a duly executed and completed Form 45-106 F9: Form for Individual Accredited Investors – Appendix I to Schedule A and the Individual Accredited Investor Questionnaire – Appendix II to Schedule Ahereto; and (dii) if you are notthe Subscriber, or, if applicable, the Disclosed Purchaser is notan individual relying on category (j), an “(k) or (l) of the Accredited Investor” Investor Certificate (and are do not an individual, but are resident meet the higher financial asset threshold set out in any province paragraph (j.1) of Canada (other than Alberta) and qualify under the “Minimum Amount Investment” exemptionAccredited Investor Certificate), a duly executed and completed Canadian Exemption Certificate, Form 45-106F9-Form for Individual Accredited Investors attached as Schedule B Exhibit 1 to Appendix A hereto; and (e) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada (other than Ontario or Saskatchewan) and are purchasing the Purchased Shares pursuant to the “Family, Friends and Business Associates” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto and Appendix I to Schedule B or Appendix II to Schedule B, as applicable; or (f) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada and qualify under the “Employee, Executive Officer, Director and Consultant” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (g) if you are and the Disclosed Purchaser is a Non-U.S. Subscriber, a fully executed and completed Non-U.S. Subscriber Regulation S Certificate, attached as Schedule C hereto; (hd) if you are, or, if applicable, the Disclosed Purchaser is, or is purchasing for the account or benefit of, a Person in the United States or a U.S. SubscriberPerson, or otherwise subject to United States securities laws, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule D B hereto; (e) if you are a non-individual subscriber resident outside of Canada and you are not purchasing sufficient Offered Securities so that the aggregate acquisition cost of the Purchased Securities is CDN$150,000, a duly executed and completed Accredited Investor Certificate, attached as Appendix A to Schedule A hereto; and and (if) any further documentation as required under the Securities Laws or by the policies of the any Stock Exchange or other Regulatory AuthoritiesAuthority. The obligation of the Corporation to sell the Purchased Shares Securities to you is subject to, among other things, the conditions that: : (a) you execute and return all documents required by this Agreement, by the Securities Laws and the policies of the any Stock Exchange for delivery on your behalf, including the forms set out in Schedules A, Schedule A and Schedule B and C attached hereto, as applicable, to the Corporation as the sale of the Purchased Shares Securities by the Corporation to you will not be qualified by a prospectus; prospectus or registration statement; (b) the representations and warranties made by you on your own behalf or, if applicable, on behalf of the Disclosed Purchaser (including representations and warranties made in any Schedule attached hereto, as applicable) herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; ; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you or, if applicable, the Disclosed Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects; (d) the Corporation receives acceptance of notice of the Offering and conditional approval, or approval, as applicable, for the listing of the Offered Securities from the Stock Exchanges; and (e) you deliver to the Corporation the aggregate purchase price for the Purchased Securities before the Closing Date; (f) all other necessary regulatory approvals are obtained prior to the Closing Date. Notwithstanding the foregoing, the Corporation reserves the right to accept or reject any subscription for the Purchased Securities, for any reason or for no reason, in whole or in part, or to allot to any prospective Subscriber fewer Shares than such prospective Subscriber has subscribed to purchase. By returning this Agreement you consent on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, to the filing by the Corporation of all documents and Personal Information concerning you or, if applicable, the Disclosed Purchaser, provided in this Agreement required by the Securities Laws and the policies of the Stock ExchangeExchanges. If you are not subscribing for the Purchased Shares Securities for your own account or deemed to be purchasing for you own account pursuant to National Instrument 45-106, the each Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased Shares Securities as principal for such Disclosed Purchaser’s own account and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange Exchanges with respect to the Purchased Shares Securities being acquired by the such Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Disclosed PurchaserSubscriber, you represent and warrant that you have authority to bind the Disclosed PurchaserSubscriber. You agree, and if applicable the you agree to cause any Disclosed Purchaser agreesfor whom you are contracting hereunder, to comply with all Securities Laws and with the policies of the Stock Exchange Exchanges concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased SharesSecurities. You acknowledge on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in whole or in part in its sole discretion.

Conditions of the Offering. In connection with your purchase of the Purchased SharesSecurities, you agree to return to the Corporation in accordance with the Corporation’s instructions, as soon as possible the following documents: : (a) this Agreement (including the forms set out in Schedules AAgreement, B, C and D, attached hereto, as applicable) duly xxxx completed and executed; ; (b) a certified cheque, bank draft or wire transfer or other acceptable form of payment to the Corporation, as applicable, for the total aggregate Purchase Price of the Purchased Shares Securities payable to the Corporation or, if applicable, confirmation of “Delivery Against Payment” arrangements; Corporation; (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada, a duly completed Canadian Exemption Certificate, attached as Schedule A hereto, and if you are are, or, if applicable, the Disclosed Purchaser is, an “Accredited Investor”, a duly executed and completed Accredited Investor Certificate, attached as Appendix I to Schedule A hereto and hereto; (d) if you are an individual a portfolio manager resident outside of Canada and you are subscribing pursuant to section (j), (k) or (1) not purchasing sufficient Offered Securities so that the aggregate acquisition cost of the definition of “Accredited Investor”Purchased Securities is $150,000, a duly executed and completed Form 45-106 F9: Form for Individual Accredited Investors – Investor Certificate, attached as Appendix I to Schedule A and the Individual Accredited Investor Questionnaire – Appendix II to Schedule A; (d) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” and are not an individual, but are resident in any province of Canada (other than Alberta) and qualify under the “Minimum Amount Investment” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; ; (e) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada (other than Ontario or Saskatchewan) and are purchasing the Purchased Shares pursuant to the “Family, Friends and Business Associates” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto and Appendix I to Schedule B or Appendix II to Schedule B, as applicable; or (f) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada and qualify under the “Employee, Executive Officer, Director and Consultant” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (g) if you are and the Disclosed Purchaser is a Non-U.S. Subscriber, a fully executed and completed Non-U.S. Subscriber Regulation S Certificate, attached as Schedule C hereto; (h) if you are, or, if applicable, the Disclosed Purchaser is, in the United States or purchasing for the benefit or account of a U.S. Subscriberperson in the United States, a fully duly executed and completed U.S. Accredited Investor Certificate, attached as Schedule D B hereto; and and (if) any further documentation as required to be provided by the Subscriber under the Securities Laws or by the policies of the Stock Exchange Exchanges or other Regulatory AuthoritiesAuthorities in connection with the purchase and sale of the Purchased Securities. The obligation of the Corporation to sell the Purchased Shares Securities to you is subject to, among other things, the conditions that: : (a) you execute having executed and return returned all documents required by this Agreement, by the Securities Laws and the policies of the Stock Exchange Exchanges for delivery on your behalf, including the forms set out in Schedules A, Schedule A and Schedule B and C attached hereto, as applicable, to the Corporation Corporation, as the sale of the Purchased Shares Securities by the Corporation to you will not be qualified by a prospectus; ; (b) the representations and warranties made by you on your own behalf or, if applicable, on behalf of the Disclosed Purchaser (including representations and warranties made in any Schedule attached hereto, as applicable) herein are being true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; ; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you or, if applicable, the Disclosed Purchaser on or prior to the Closing Date shall have having been performed or complied with in all material respects; (d) the Corporation receives conditional acceptance of notice of the Offering and conditional approval for the listing of the Offered Securities from the TSX and approval for the listing of the Offered Securities from NYSE MKT; and (e) all other necessary regulatory approvals having been obtained by the Corporation prior to the Closing Date. The obligation of the Subscriber and, if applicable, the Disclosed Purchaser to purchase the Purchased Securities from the Corporation is subject to, among other things, the conditions that: (a) the representations and warranties made by the Corporation being true and correct when made and true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; (b) all covenants, agreements and conditions contained in this Agreement to be performed by the Corporation on or prior to the Closing Date having been performed or complied with in all material respects; (c) the Corporation receives conditional acceptance of notice of the Offering and conditional approval for the listing of the Offered Securities from the TSX and approval for the listing of the Offered Securities from NYSE MKT; and (d) all other necessary regulatory approvals having been obtained by the Corporation prior to the Closing Date. By returning this Agreement you consent on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, to the filing by the Corporation of all documents and Personal Information personal information concerning you or, if applicable, the Disclosed Purchaser, provided in this Agreement required by the Securities Laws and the policies of the Stock ExchangeExchanges. If you are not subscribing for the Purchased Shares Securities for your own account or deemed to be purchasing for you own account pursuant to National Instrument 45-106account, the each Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased Shares Securities as principal principal, for such Disclosed Purchaser’s own account account, and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange Exchanges with respect to the Purchased Shares Securities being acquired by the such Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Disclosed PurchaserSubscriber, you represent and warrant that you have authority to bind the Disclosed PurchaserSubscriber. You agree, and if applicable the you agree to cause any Disclosed Purchaser agreesfor whom you are contracting hereunder, to comply with all Securities Laws and with the policies of the Stock Exchange Exchanges concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased SharesSecurities. You acknowledge on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in whole or in part in its sole discretion.

Conditions of the Offering. In connection with your purchase of the Purchased SharesSecurities, you agree to return to the Corporation in accordance with the Corporation’s instructions, as soon as possible the following documents: : (a) this Agreement (including the forms set out in Schedules AAgreement, B, C and D, attached hereto, as applicable) duly completed and executed; ; (b) a certified cheque, bank draft or wire transfer or other acceptable form of payment to the Corporation, as applicable, for the total aggregate Purchase Price of the Purchased Shares Securities payable to the Corporation or, if applicable, confirmation of “Delivery Against Payment” arrangements; Corporation; (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada, a duly completed Canadian Exemption Certificate, attached as Schedule A hereto, and if you are are, or, if applicable, the Disclosed Purchaser is, an “Accredited Investor”, a duly executed and completed Accredited Investor Certificate, attached as Appendix I to Schedule A hereto and hereto; (d) if you are an individual a portfolio manager resident outside of Canada and you are subscribing pursuant to section (j), (k) or (1) not purchasing sufficient Offered Securities so that the aggregate acquisition cost of the definition of “Accredited Investor”Purchased Securities is CDN$150,000, a duly executed and completed Form 45-106 F9: Form for Individual Accredited Investors – Investor Certificate, attached as Appendix I to Schedule A and the Individual Accredited Investor Questionnaire – Appendix II to Schedule A; (d) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” and are not an individual, but are resident in any province of Canada (other than Alberta) and qualify under the “Minimum Amount Investment” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; ; (e) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada (other than Ontario or Saskatchewan) and are purchasing the Purchased Shares pursuant to the “Family, Friends and Business Associates” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto and Appendix I to Schedule B or Appendix II to Schedule B, as applicable; or (f) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada and qualify under the “Employee, Executive Officer, Director and Consultant” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (g) if you are and the Disclosed Purchaser is a Non-U.S. Subscriber, a fully executed and completed Non-U.S. Subscriber Regulation S Certificate, attached as Schedule C hereto; (h) if you are, or, if applicable, the Disclosed Purchaser is, in the United States or purchasing for the benefit or account of a U.S. Subscriberperson in the United States, a fully duly executed and completed U.S. Accredited Investor Certificate, attached as Schedule D B hereto; and and (if) any further documentation as required to be provided by the Subscriber under the Securities Laws or by the policies of the Stock Exchange Exchanges or other Regulatory AuthoritiesAuthorities in connection with the purchase and sale of the Purchased Securities. The obligation of the Corporation to sell the Purchased Shares Securities to you is subject to, among other things, the conditions that: : (a) you execute having executed and return returned all documents required by this Agreement, by the Securities Laws and the policies of the Stock Exchange Exchanges for delivery on your behalf, including the forms set out in Schedules A, Schedule A and Schedule B and C attached hereto, as applicable, to the Corporation Corporation, as the sale of the Purchased Shares Securities by the Corporation to you will not be qualified by a prospectus; ; (b) the representations and warranties made by you on your own behalf or, if applicable, on behalf of the Disclosed Purchaser (including representations and warranties made in any Schedule attached hereto, as applicable) herein are being true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; ; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you or, if applicable, the Disclosed Purchaser on or prior to the Closing Date shall have having been performed or complied with in all material respects; (d) the Corporation receives conditional acceptance of notice of the Offering and conditional approval for the listing of the Offered Securities from the TSX and approval for the listing of the Offered Securities from NYSE MKT; and (e) all other required approvals (including, if required by Securities Laws or the rules and regulations of the TSX or NYSE MKT, shareholder approval) having been obtained by the Corporation prior to the Closing Date. The obligation of the Subscriber and, if applicable, the Disclosed Purchaser to purchase the Purchased Securities from the Corporation is subject to, among other things, the conditions that: (f) the representations and warranties made by the Corporation being true and correct when made and true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; (g) all covenants, agreements and conditions contained in this Agreement to be performed by the Corporation on or prior to the Closing Date having been performed or complied with in all material respects; (h) the Corporation receives conditional acceptance of notice of the Offering and conditional approval for the listing of the Offered Securities from the TSX and approval for the listing of the Offered Securities from NYSE MKT; and (i) all other required approvals (including, if required by Securities Laws or the rules and regulations of the TSX or NYSE MKT, shareholder approval) having been obtained by the Corporation prior to the Closing Date. By returning this Agreement you consent on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, to the filing by the Corporation of all documents and Personal Information personal information concerning you or, if applicable, the Disclosed Purchaser, provided in this Agreement required by the Securities Laws and the policies of the Stock ExchangeExchanges. If you are not subscribing for the Purchased Shares Securities for your own account or deemed to be purchasing for you own account pursuant to National Instrument 45-106account, the each Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased Shares Securities as principal principal, for such Disclosed Purchaser’s own account account, and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange Exchanges with respect to the Purchased Shares Securities being acquired by the such Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Disclosed PurchaserSubscriber, you represent and warrant that you have authority to bind the Disclosed PurchaserSubscriber. You agree, and if applicable the you agree to cause any Disclosed Purchaser agreesfor whom you are contracting hereunder, to comply with all Securities Laws and with the policies of the Stock Exchange Exchanges concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased SharesSecurities. You acknowledge on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in whole or in part in its sole discretion.

Conditions of the Offering. In connection with your purchase of the Purchased SharesSecurities, you agree to return to the Corporation in accordance with the Corporation’s instructions, as soon as possible the following documents: : (a) this Agreement (including the forms set out in Schedules AAgreement, B, C and D, attached hereto, as applicable) duly completed and executed; ; (b) a certified cheque, bank draft or wire transfer or other acceptable form of payment to the Corporation, as applicable, for the total aggregate Purchase Price of the Purchased Shares Securities payable to the Corporation or, if applicable, confirmation of “Delivery Against Payment” arrangements; Corporation; (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada, a duly completed Canadian Exemption Certificate, attached as Schedule A hereto, and if you are are, or, if applicable, the Disclosed Purchaser is, an “Accredited Investor”, a duly executed and completed Accredited Investor Certificate, attached as Appendix I to Schedule A hereto and hereto; (d) if you are an individual a portfolio manager resident outside of Canada and you are subscribing pursuant to section (j), (k) or (1) not purchasing sufficient Offered Securities so that the aggregate acquisition cost of the definition of “Accredited Investor”Purchased Securities is $150,000, a duly executed and completed Form 45-106 F9: Form for Individual Accredited Investors – Investor Certificate, attached as Appendix I to Schedule A and the Individual Accredited Investor Questionnaire – Appendix II to Schedule A; (d) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” and are not an individual, but are resident in any province of Canada (other than Alberta) and qualify under the “Minimum Amount Investment” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; ; (e) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada (other than Ontario or Saskatchewan) and are purchasing the Purchased Shares pursuant to the “Family, Friends and Business Associates” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto and Appendix I to Schedule B or Appendix II to Schedule B, as applicable; or (f) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada and qualify under the “Employee, Executive Officer, Director and Consultant” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (g) if you are and the Disclosed Purchaser is a Non-U.S. Subscriber, a fully executed and completed Non-U.S. Subscriber Regulation S Certificate, attached as Schedule C hereto; (h) if you are, or, if applicable, the Disclosed Purchaser is, in the United States or purchasing for the benefit or account of a U.S. Subscriberperson in the United States, a fully duly executed and completed U.S. Accredited Investor Certificate, attached as Schedule D B hereto; and and (if) any further documentation as required under the Securities Laws or by the policies of the Stock Exchange Exchanges or other Regulatory Authorities. The obligation of the Corporation to sell the Purchased Shares Securities to you is subject to, among other things, the conditions that: : (a) you execute having executed and return returned all documents required by this Agreement, by the Securities Laws and the policies of the Stock Exchange Exchanges for delivery on your behalf, including the forms set out in Schedules A, Schedule A and Schedule B and C attached hereto, as applicable, to the Corporation Corporation, as the sale of the Purchased Shares Securities by the Corporation to you will not be qualified by a prospectus; ; (b) the representations and warranties made by you on your own behalf or, if applicable, on behalf of the Disclosed Purchaser (including representations and warranties made in any Schedule attached hereto, as applicable) herein are being true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; ; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you or, if applicable, the Disclosed Purchaser on or prior to the Closing Date shall have having been performed or complied with in all material respects; (d) the Corporation having received conditional acceptance of the Offering and conditional approval for the listing of the Purchased Securities from the Exchanges; and (e) all other necessary regulatory approvals having been obtained prior to the Closing Date. By returning this Agreement you consent on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, to the filing by the Corporation of all documents and Personal Information personal information concerning you or, if applicable, the Disclosed Purchaser, provided in this Agreement required by the Securities Laws and the policies of the Stock ExchangeExchanges. If you are not subscribing for the Purchased Shares Securities for your own account or deemed to be purchasing for you own account pursuant to National Instrument 45-106account, the each Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased Shares Securities as principal principal, for such Disclosed Purchaser’s own account account, and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange Exchanges with respect to the Purchased Shares Securities being acquired by the such Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Disclosed PurchaserSubscriber, you represent and warrant that you have authority to bind the Disclosed PurchaserSubscriber. You agree, and if applicable the you agree to cause any Disclosed Purchaser agreesfor whom you are contracting hereunder, to comply with all Securities Laws and with the policies of the Stock Exchange Exchanges concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased SharesSecurities. You acknowledge on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in whole or in part in its sole discretion.

Conditions of the Offering. In connection with your purchase of the Purchased Shares, you agree to return to the Corporation in accordance with the Corporation’s instructions, as soon as possible the following documents: (a) this Agreement (including the forms set out in Schedules A, B, C and D, attached hereto, as applicable) duly completed and executed; (b) a certified cheque, bank draft or wire transfer or other acceptable form of payment to the Corporation, as applicable, for the total Purchase Price of the Purchased Shares payable to the Corporation or, if applicable, confirmation of “Delivery Against Payment” arrangements; (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada, and if you are an “Accredited Investor”, a duly executed and completed Accredited Investor Certificate, attached as Schedule A hereto and if you are an individual and are subscribing pursuant to section (j), (k) or (1) of the definition of “Accredited Investor”, a duly executed and completed Form 45-106 F9: Form for Individual Accredited Investors – Appendix I to Schedule A and the Individual Accredited Investor Questionnaire – Appendix II to Schedule Ahereto; (d) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” and are not an individual, but are resident in any province of Canada (other than Alberta) and qualify under the “Minimum Amount Investment” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (e) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada (other than Ontario or Saskatchewan) and are purchasing the Purchased Shares pursuant to the “Family, Friends and Business Associates” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto and Appendix I to Schedule B or Appendix II to Schedule BII, as applicable, hereto; or (fe) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada Ontario and qualify are purchasing the Purchased Shares pursuant to the “Founder, control person and family” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B and Appendix I or Appendix II, as applicable, hereto; (f) if you, or the Disclosed Purchaser, as the case may be, qualifies under the “Employee, Executive Officer, Director and Consultant” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (g) if you are and the Disclosed Purchaser is a Non-U.S. Subscriber, a fully executed and completed Non-U.S. Subscriber Regulation S Certificate, attached as Schedule C hereto; (h) if you are, or, if applicable, the Disclosed Purchaser is, a U.S. Subscriber, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule D hereto; and (i) any further documentation as required under the Securities Laws or by the policies of the Stock Exchange or other Regulatory Authorities. The obligation of the Corporation to sell the Purchased Shares to you is subject to, among other things, the conditions that: (a) you execute and return all documents required by this Agreement, by the Securities Laws and the policies of the Stock Exchange for delivery on your behalf, ; including the forms set out in Schedules A, B and C attached hereto, as applicable, to the Corporation as the sale of the Purchased Shares by the Corporation to you will not be qualified by a prospectus; (b) the representations and warranties made by you on your own behalf or, if applicable, on behalf of the Disclosed Purchaser (including representations and warranties made in any Schedule attached hereto, as applicable) herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you or, if applicable, the Disclosed Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects; By returning this Agreement you consent on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, to the filing by the Corporation of all documents and Personal Information concerning you or, if applicable, the Disclosed Purchaser, provided in this Agreement required by the Securities Laws and the policies of the Stock Exchange. If you are not subscribing for the Purchased Shares for your own account or deemed to be purchasing for you own account pursuant to National Instrument 45-106, the Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased Shares as principal for such Disclosed Purchaser’s own account and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange with respect to the Purchased Shares being acquired by the Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Disclosed Purchaser, you represent and warrant that you have authority to bind the Disclosed Purchaser. You agree, and if applicable the Disclosed Purchaser agrees, to comply with all Securities Laws and with the policies of the Stock Exchange concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased Shares. You acknowledge on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in whole or in part in its sole discretion.

Conditions of the Offering. In connection with your purchase of the Purchased Shares, you agree to return to the Corporation in accordance with the Corporation’s instructions, as soon as possible the following documents: (a) this Agreement (including the forms set out in Schedules A, B, C and D, attached hereto, as applicable) duly completed and executed; (b) a certified cheque, bank draft or wire transfer or other acceptable form of payment to the Corporation, as applicable, for the total Purchase Price of the Purchased Shares payable to the Corporation or, if applicable, confirmation of “Delivery Against Payment” arrangements; (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada, and if you are an “Accredited Investor”, a duly executed and completed Accredited Investor Certificate, attached as Schedule A hereto and if you are an individual and are subscribing pursuant to section (j), (k) or (1l) of the definition of “Accredited Investor”, a duly executed and completed Form 45-106 F9: Form for Individual Accredited Investors – —Appendix I to Schedule A and the Individual Accredited Investor Questionnaire – — Appendix II to Schedule A; (d) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” and are not an individual, but are resident in any province of Canada (other than Alberta) and qualify under the “Minimum Amount Investment” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (e) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada (other than Ontario or Saskatchewan) and are purchasing the Purchased Shares pursuant to the “Family, Friends and Business Associates” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto and Appendix I to Schedule B or Appendix II to Schedule B, as applicable; or (f) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada and qualify under the “Employee, Executive Officer, Director and Consultant” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (g) if you are and the Disclosed Purchaser is a Non-U.S. Subscriber, a fully executed and completed Non-U.S. Subscriber Regulation S Certificate, attached as Schedule C hereto; (h) if you are, or, if applicable, the Disclosed Purchaser is, a U.S. Subscriber, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule D hereto; and (i) any further documentation as required under the Securities Laws or by the policies of the Stock Exchange or other Regulatory Authorities. The obligation of the Corporation to sell the Purchased Shares to you is subject to, among other things, the conditions that: (a) you execute and return all documents required by this Agreement, by the Securities Laws and the policies of the Stock Exchange for delivery on your behalf, including the forms set out in Schedules A, B and C attached hereto, as applicable, to the Corporation as the sale of the Purchased Shares by the Corporation to you will not be qualified by a prospectus; (b) the representations and warranties made by you on your own behalf or, if applicable, on behalf of the Disclosed Purchaser (including representations and warranties made in any Schedule attached hereto, as applicable) herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you or, if applicable, the Disclosed Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects; By returning this Agreement you consent on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, to the filing by the Corporation of all documents and Personal Information concerning you or, if applicable, the Disclosed Purchaser, provided in this Agreement required by the Securities Laws and the policies of the Stock Exchange. If you are not subscribing for the Purchased Shares for your own account or deemed to be purchasing for you own account pursuant to National Instrument 45-106, the Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased Shares as principal for such Disclosed Purchaser’s own account and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange with respect to the Purchased Shares being acquired by the Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Disclosed Purchaser, you represent and warrant that you have authority to bind the Disclosed Purchaser. You agree, and if applicable the Disclosed Purchaser agrees, to comply with all Securities Laws and with the policies of the Stock Exchange concerning the purchase of, the holding of, of and the resale restrictions applicable to, the Purchased Shares. You acknowledge on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in whole or in part in its sole discretion.

Conditions of the Offering. In connection with your purchase of the Purchased SharesSecurities, you agree to return to the Corporation in accordance with the Corporation’s instructions, as soon as possible the following documents: : (a) this Agreement (including the forms set out in Schedules AAgreement, B, C and D, attached hereto, as applicable) duly completed and executed; ; (b) a certified cheque, bank draft or wire transfer or other acceptable form of payment to the Corporation, as applicable, for the total Purchase Price of the Purchased Shares Securities payable to the Corporation or, if applicable, confirmation of “Delivery Against Payment” arrangements; Corporation. (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada, and if you are an “Accredited Investor”, : (i) a duly executed and completed Accredited Investor Certificate, attached as Schedule Appendix A hereto and if you are an individual and are subscribing pursuant to section (j), (k) or (1) of the definition of “Accredited Investor”, a duly executed and completed Form 45-106 F9: Form for Individual Accredited Investors – Appendix I to Schedule A and the Individual Accredited Investor Questionnaire – Appendix II to Schedule Ahereto; and (dii) if you are notthe Subscriber, or, if applicable, the Disclosed Purchaser is notan individual relying on category (j), an “(k) or (l) of the Accredited Investor” Investor Certificate (and are do not an individual, but are resident meet the higher financial asset threshold set out in any province paragraph (j.1) of Canada (other than Alberta) and qualify under the “Minimum Amount Investment” exemptionAccredited Investor Certificate), a duly executed and completed Canadian Exemption Certificate, Form 45-106F9-Form for Individual Accredited Investors attached as Schedule B Exhibit 1 to Appendix A hereto; and (e) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada (other than Ontario or Saskatchewan) and are purchasing the Purchased Shares pursuant to the “Family, Friends and Business Associates” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto and Appendix I to Schedule B or Appendix II to Schedule B, as applicable; or (f) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada and qualify under the “Employee, Executive Officer, Director and Consultant” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (g) if you are and the Disclosed Purchaser is a Non-U.S. Subscriber, a fully executed and completed Non-U.S. Subscriber Regulation S Certificate, attached as Schedule C hereto; (hd) if you are, or, if applicable, the Disclosed Purchaser is, or is purchasing for the account or benefit of, a Person in the United States or a U.S. SubscriberPerson, or otherwise subject to United States securities laws, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule D B hereto; (e) if you are a non-individual subscriber resident outside of Canada and you are not purchasing sufficient Offered Securities so that the aggregate acquisition cost of the Purchased Securities is CDN$150,000, a duly executed and completed Accredited Investor Certificate, attached as Appendix A to Schedule A hereto; and and (if) any further documentation as required under the Securities Laws or by the policies of the any Stock Exchange or other Regulatory AuthoritiesAuthority. The obligation of the Corporation to sell the Purchased Shares Securities to you is subject to, among other things, the conditions that: : (a) you execute and return all documents required by this Agreement, by the Securities Laws and the policies of the any Stock Exchange for delivery on your behalf, including the forms set out in Schedules A, Schedule A and Schedule B and C attached hereto, as applicable, to the Corporation as the sale of the Purchased Shares Securities by the Corporation to you will not be qualified by a prospectus; prospectus or registration statement; (b) the representations and warranties made by you on your own behalf or, if applicable, on behalf of the Disclosed Purchaser (including representations and warranties made in any Schedule attached hereto, as applicable) herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; ; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you or, if applicable, the Disclosed Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects; (d) the Corporation receives acceptance of notice of the Offering and conditional approval, or approval, as applicable, for the listing of the Offered Securities from the Stock Exchanges; and (e) you deliver to the Corporation the aggregate purchase price for the Purchased Securities before the Closing Date; (f) all other necessary regulatory approvals are obtained prior to the Closing Date. Notwithstanding the foregoing, the Corporation reserves the right to accept or reject any subscription for the Purchased Securities, for any reason or for no reason, in whole or in part, or to allot to any prospective Subscriber fewer Common Shares than such prospective Subscriber has subscribed to purchase. By returning this Agreement you consent on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, to the filing by the Corporation of all documents and Personal Information concerning you or, if applicable, the Disclosed Purchaser, provided in this Agreement required by the Securities Laws and the policies of the Stock ExchangeExchanges. If you are not subscribing for the Purchased Shares Securities for your own account or deemed to be purchasing for you own account pursuant to National Instrument 45-106, the each Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased Shares Securities as principal for such Disclosed Purchaser’s own account and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange Exchanges with respect to the Purchased Shares Securities being acquired by the such Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Disclosed PurchaserSubscriber, you represent and warrant that you have authority to bind the Disclosed PurchaserSubscriber. You agree, and if applicable the you agree to cause any Disclosed Purchaser agreesfor whom you are contracting hereunder, to comply with all Securities Laws and with the policies of the Stock Exchange Exchanges concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased SharesSecurities. You acknowledge on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in whole or in part in its sole discretion.

Conditions of the Offering. In connection with your purchase of the Purchased SharesSecurities, you agree to return to the Corporation in accordance with the Corporation’s instructions, as soon as possible the following documents: : (a) this Agreement (including the forms set out in Schedules AAgreement, B, C and D, attached hereto, as applicable) duly completed and executed; ; (b) a certified cheque, bank draft or wire transfer or other acceptable form of payment to the Corporation, as applicable, for the total Purchase Price of the Purchased Shares Securities payable to the Corporation or, if applicable, confirmation of “Delivery Against Payment” arrangements; ; (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada, and if you are an “Accredited Investor”, a duly executed and completed Accredited Investor Certificate, attached as Schedule A hereto and if you are an individual and are subscribing pursuant to section (j), (k) or (1) of the definition of “Accredited Investor”, a duly executed and completed Form 45-106 F9: Form for Individual Accredited Investors – Appendix I to Schedule A and the Individual Accredited Investor Questionnaire – Appendix II to Schedule A; hereto; (d) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” and are not an individual, but are resident in any province of Canada (other than Alberta) and qualify under the “Minimum Amount Investment” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (e) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada (other than Ontario or SaskatchewanOntario) and are purchasing the Purchased Shares Units pursuant to the “Family, Friends and Business Associates” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto and Appendix I to Schedule B or Appendix II to Schedule B, as applicable; or hereto; (fe) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada Ontario and qualify under are purchasing the Units pursuant to the “EmployeeFounder, Executive Officer, Director control person and Consultantfamily” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; ; (g) if you are and the Disclosed Purchaser is a Non-U.S. Subscriber, a fully executed and completed Non-U.S. Subscriber Regulation S Certificate, attached as Schedule C hereto; (hf) if you are, or, if applicable, the Disclosed Purchaser is, in the United States or a U.S. SubscriberPerson or otherwise subject to United States securities laws, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule D C hereto; and and (ig) any further documentation as required under the Securities Laws or by the policies of the Stock Exchange Exchanges or other Regulatory Authorities. The obligation of the Corporation to sell the Purchased Shares Securities to you is subject to, among other things, the conditions that: : (a) you execute and return all documents required by this Agreement, by the Securities Laws and the policies of the Stock Exchange Exchanges for delivery on your behalf, including the forms set out in Schedules A, B and C attached hereto, as applicable, to the Corporation as the sale of the Purchased Shares Securities by the Corporation to you will not be qualified by a prospectus; ; (b) the representations and warranties made by you on your own behalf or, if applicable, on behalf of the Disclosed Purchaser (including representations and warranties made in any Schedule attached hereto, as applicable) herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; ; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you or, if applicable, the Disclosed Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects; (d) the Corporation receives conditional acceptance of notice of the Offering and conditional approval for the listing of the Shares and Warrant Shares from the TSX and approval for the listing of the Shares and Warrant Shares from the Amex; and (e) all other necessary regulatory approvals are obtained prior to the Closing Date. By returning this Agreement you consent on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, to the filing by the Corporation of all documents and Personal Information concerning you or, if applicable, the Disclosed Purchaser, provided in this Agreement required by the Securities Laws and the policies of the Stock ExchangeExchanges. If you are not subscribing for the Purchased Shares Securities for your own account or deemed to be purchasing for you own account pursuant to National Instrument 45-106, the Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased Shares Securities as principal for such Disclosed Purchaser’s own account and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange Exchanges with respect to the Purchased Shares Securities being acquired by the Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Disclosed Purchaser, you represent and warrant that you have authority to bind the Disclosed Purchaser. You agree, and if applicable the Disclosed Purchaser agrees, to comply with all Securities Laws and with the policies of the Stock Exchange Exchanges concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased SharesSecurities. You acknowledge on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in whole or in part in its sole discretion.