Common use of Conditions of the Offering Clause in Contracts

Conditions of the Offering. In connection with your purchase of the Purchased Securities, you agree to return to the Corporation as soon as possible the following documents: (a) this Agreement, duly completed and executed; (b) a certified cheque, bank draft or wire transfer for the total Purchase Price of the Purchased Securities payable to the Corporation. If you are sending a certified cheque or bank draft, please make the same payable to the Corporation and deliver the same to: [Redacted] If you are sending such funds by wire transfer, please note the following wire transfer instructions: [Redacted] (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada: (i) a duly executed and completed Accredited Investor Certificate, attached as Appendix A to Schedule A hereto; and (ii) if the Subscriber, or, if applicable, the Disclosed Purchaser is an individual relying on category (j), (k) or (l) of the Accredited Investor Certificate (and do not meet the higher financial asset threshold set out in paragraph (j.1) of the Accredited Investor Certificate), a duly executed and completed Form 45-106F9-Form for Individual Accredited Investors attached as Exhibit 1 to Appendix A hereto; and (d) 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. Person, or otherwise subject to United States securities laws, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule 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 (f) any further documentation as required under the Securities Laws or by the policies of any Stock Exchange or other Regulatory Authority. The obligation of the Corporation to sell the Purchased Securities to you is subject to, among other things, the conditions that: (a) you execute and return all documents required by the Securities Laws and the policies of any Stock Exchange for delivery on your behalf, including the forms set out in Schedule A and Schedule B attached hereto, as applicable, to the Corporation as the sale of the Purchased Securities by the Corporation to you will not be qualified by a 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 Exchanges. If you are not subscribing for the Purchased Securities for your own account each Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased 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 Exchanges with respect to the Purchased Securities being acquired by such Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Subscriber, you represent and warrant that you have authority to bind the Subscriber. You agree, and you agree to cause any Disclosed Purchaser for whom you are contracting hereunder, to comply with all Securities Laws and with the policies of the Stock Exchanges concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased Securities. 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 its sole discretion.

Conditions of the Offering. In connection with your purchase of the Purchased Securities, you agree to return to the Corporation as soon as possible the following documents: (a) this Agreement, duly completed and executed; (b) a certified cheque, bank draft or wire transfer for the total Purchase Price of the Purchased Securities payable to the Corporation. If you are sending a certified cheque or bank draft, please make the same payable to the Corporation and deliver the same to: [Redacted] If you are sending such funds by wire transfer, please note the following wire transfer instructions: [Redacted] (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada: (i) a duly executed and completed Accredited Investor Certificate, attached as Appendix A to Schedule A hereto; and (ii) if the Subscriber, or, if applicable, the Disclosed Purchaser is an individual relying on category (j), (k) or (l) of the Accredited Investor Certificate (and do not meet the higher financial asset threshold set out in paragraph (j.1) of the Accredited Investor Certificate), a duly executed and completed Form 45-106F9-—Form for Individual Accredited Investors attached as Exhibit 1 to Appendix A hereto; and; (d) 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. Person, or otherwise subject to United States securities laws, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule 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 (f) any further documentation as required under the Securities Laws or by the policies of any Stock Exchange or other Regulatory Authority. The obligation of the Corporation to sell the Purchased Securities to you is subject to, among other things, the conditions that: (a) you execute and return all documents required by the Securities Laws and the policies of any Stock Exchange for delivery on your behalf, including the forms set out in Schedule A and Schedule B attached hereto, as applicable, to the Corporation as the sale of the Purchased Securities by the Corporation to you will not be qualified by a 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 Exchanges. If you are not subscribing for the Purchased Securities for your own account each Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased 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 Exchanges with respect to the Purchased Securities being acquired by such Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Subscriber, you represent and warrant that you have authority to bind the Subscriber. You agree, and you agree to cause any Disclosed Purchaser for whom you are contracting hereunder, to comply with all Securities Laws and with the policies of the Stock Exchanges concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased Securities. 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 its sole discretion.

Conditions of the Offering. In connection with your purchase subscription for the Note and the grant to you of the Purchased SecuritiesSilver Purchase Agreement Right, you agree to return to the Corporation as soon as possible the following documents: (a) this Agreement, duly completed and executed, including the applicable Appendices and Schedules; (b) a certified cheque, bank draft or wire transfer for if the total Purchase Price of the Purchased Securities payable Subscriber is subscribing pursuant to the Corporation. If you are sending a certified cheque or bank draft, please make the same payable to the Corporation and deliver the same to: [Redacted] If you are sending such funds by wire transfer, please note the following wire transfer instructions: [Redacted] (c) if you are, or, if applicable“Accredited Investor” exemption under Section 2.3 of NI 45-106, the Disclosed Purchaser isSubscriber having properly completed, a resident of Canada: signed and delivered (iA) a duly executed and completed Error! Reference source not found. (the Accredited Investor Certificate), attached as Appendix A and (B) Exhibit “I” to Schedule A hereto; and (ii) Error! Reference source not found. if the Subscriber, or, if applicable, the Disclosed Purchaser is an individual relying on category subscribing under categories (j), (k) or (l) of the Accredited Investor Certificate 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 do not meet sign the higher financial asset threshold set out in paragraph (j.1) of the U.S. Accredited Investor Certificate), a duly executed and completed Form 45-106F9-Form for Individual Accredited Investors attached as Exhibit 1 to Appendix A hereto; andCertificate – Error! Reference source not found.; (d) if you are, or, if applicablethe Subscriber is resident in a jurisdiction outside of Canada and the United States, the Disclosed Purchaser isSubscriber having properly completed, or is purchasing for signed and delivered Error! Reference source not found. (the account or benefit of, a Person in the United States or a U.S. Person, or otherwise subject to United States securities laws, a fully executed and completed U.S. Accredited Investor Offshore Subscriber Certificate, attached as Schedule B hereto); (e) if you are a non-individual subscriber resident outside certified cheque, bank draft or wire transfer or other acceptable form of Canada and you are not purchasing sufficient Offered Securities so that payment to the aggregate acquisition cost of Corporation for the Purchased Securities total Purchase Price, which is CDN$150,000, a duly executed and completed Accredited Investor Certificate, attached to be delivered to the Corporation or such other person as Appendix A to Schedule A heretothe Corporation shall advise you; and (f) any further documentation as required under the Securities Laws or by the policies of any Stock Exchange the TSX-V or other Regulatory Authorityregulatory authority. The obligation of the Corporation to sell issue the Purchased Securities 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 the Securities Laws and the policies of any Stock Exchange the TSX-V for delivery on your behalf, including the forms set out in Schedule A and Schedule B Schedules attached hereto, as applicable, to the Corporation as the sale issuance of the Purchased Securities by the Corporation to you will not be qualified by a prospectus or registration statementprospectus; (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) the Corporation American CuMo receives acceptance of notice of the Offering and conditional approval, or approval, as applicable, for the listing acceptance of the Offered Securities Offering from the Stock ExchangesTSX-V; 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 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 Exchanges. If you are not subscribing for the Purchased Securities for your own account each Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased 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 Exchanges with respect to the Purchased Securities being acquired by such Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Subscriber, you represent and warrant that you have authority to bind the Subscriber. TSX-V. You agree, and you agree to cause any Disclosed Purchaser for whom you are contracting hereunder, to comply with all Securities Laws and with the policies of the Stock Exchanges TSX-V concerning the purchase subscription of, the holding of, and the resale restrictions applicable to, the Purchased Securities. 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 its sole discretion.

Conditions of the Offering. In connection with your purchase of the Purchased Securities, you agree to pay into the escrow account by certified cheque, bank draft or wire transfer the total Purchase Price of the Purchased Securities, as provided in the Escrow Agreement, and return to the Corporation as soon as possible the following documents: (a) this Agreement, duly completed and executed; (b) a certified cheque, bank draft or wire transfer for the total Purchase Price of the Purchased Securities payable to the Corporation. If you are sending a certified cheque or bank draft, please make the same payable to the Corporation and deliver the same to: [Redacted] If you are sending such funds by wire transfer, please note the following wire transfer instructions: [Redacted] (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada: (i) a duly executed and completed Accredited Investor Certificate, attached as Appendix A to Schedule A hereto; and (ii) if the Subscriber, or, if applicable, the Disclosed Purchaser is an individual relying on category (j), (k) or (l) of the Accredited Investor Certificate (and do not meet the higher financial asset threshold set out in paragraph (j.1) of the Accredited Investor Certificate), a duly executed and completed Form 45-106F9-—Form for Individual Accredited Investors attached as Exhibit 1 to Appendix A hereto; and; (dc) 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. Person, or otherwise subject to United States securities laws, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule B hereto; (ed) 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 (fe) any further documentation as required under the Securities Laws or by the policies of any Stock Exchange or other Regulatory Authority. The obligation of the Corporation to sell the Purchased Securities to you is subject to, among other things, the conditions that: (a) you execute and return all documents required by the Securities Laws and the policies of any Stock Exchange for delivery on your behalf, including the forms set out in Schedule A and Schedule B attached hereto, as applicable, to the Corporation as the sale of the Purchased Securities by the Corporation to you will not be qualified by a 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 pay into the escrow account, pursuant to the Corporation 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 Exchanges. If you are not subscribing for the Purchased Securities for your own account each Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased 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 Exchanges with respect to the Purchased Securities being acquired by such Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Subscriber, you represent and warrant that you have authority to bind the Subscriber. You agree, and you agree to cause any Disclosed Purchaser for whom you are contracting hereunder, to comply with all Securities Laws and with the policies of the Stock Exchanges concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased Securities. 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 its sole discretion.

Conditions of the Offering. In connection with your purchase of the Purchased Securities, you agree to return to the Corporation Corporation, as soon as possible the following documents: (a) this Agreement, 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 Securities payable to the Corporation. If you are sending a certified cheque or bank draft, please make the same payable to the Corporation and deliver the same to: [Redacted] If you are sending such funds by wire transfer, please note the following wire transfer instructions: [Redacted]; (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada: (i) , and if you are an “Accredited Investor”, a duly executed and completed Accredited Investor Certificate, attached as Appendix A to Schedule A hereto; and; (iid) if the Subscriberyou are not, or, if applicable, the Disclosed Purchaser is not, an individual relying on category “Accredited Investor” but are resident in any province of Canada (j)other than Ontario) and are purchasing the Shares pursuant to the “Family, (k) or (l) of the Accredited Investor Certificate (Friends and do not meet the higher financial asset threshold set out in paragraph (j.1) of the Accredited Investor Certificate)Business Associates” exemption, a duly executed and completed Form 45-106F9-Form for Individual Accredited Investors Canadian Exemption Certificate, attached as Exhibit 1 to Appendix A Schedule B hereto; and; (de) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in Ontario and are purchasing the Shares pursuant to the “Founder, control person and family” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (f) 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. Person, Purchaser or otherwise subject to United States securities laws, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule 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 C hereto; and (fg) any further documentation as required under the Securities Laws or by the policies of any the Stock Exchange Exchanges or other Regulatory AuthorityAuthorities. The obligation of the Corporation to sell the Purchased Securities to you is subject to, among other things, the conditions that: (a) you execute and return all documents required by the Securities Laws and the policies of any the Stock Exchange Exchanges for delivery on your behalf, including the forms set out in Schedule A Schedules A, B and Schedule B C attached hereto, as applicable, to the Corporation as the sale of the Purchased Securities by the Corporation to you will not be qualified by a prospectus or registration statementprospectus; (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, or approval, as applicable, approval for the listing of the Offered Securities Shares from the Stock ExchangesTSX and approval for the listing of the Shares from NYSE MKT; 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 Exchanges. If you are not subscribing for the Purchased Securities for your own account each the Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased 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 Exchanges with respect to the Purchased Securities being acquired by such the Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the SubscriberDisclosed Purchaser, you represent and warrant that you have authority to bind the SubscriberDisclosed Purchaser. You agree, and you agree to cause any if applicable the Disclosed Purchaser for whom you are contracting hereunderagrees, to comply with all Securities Laws and with the policies of the Stock Exchanges concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased Securities. 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 Securities, you agree to return to the Corporation as soon as possible the following documents: (a) this Agreement, duly completed and executed; (b) a certified cheque, bank draft or wire transfer for the total Purchase Price of the Purchased Securities payable to the Corporation. If you are sending a certified cheque or bank draft, please make the same payable to the Corporation and deliver the same to: [Redacted] If you are sending such funds by wire transfer, please note the following wire transfer instructions: [Redacted]. (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada: (i) a duly executed and completed Accredited Investor Certificate, attached as Appendix A to Schedule A hereto; and (ii) if the Subscriber, or, if applicable, the Disclosed Purchaser is an individual relying on category (j), (k) or (l) of the Accredited Investor Certificate (and do not meet the higher financial asset threshold set out in paragraph (j.1) of the Accredited Investor Certificate), a duly executed and completed Form 45-106F9-Form for Individual Accredited Investors attached as Exhibit 1 to Appendix A hereto; and (d) 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. Person, or otherwise subject to United States securities laws, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule 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 (f) any further documentation as required under the Securities Laws or by the policies of any Stock Exchange or other Regulatory Authority. The obligation of the Corporation to sell the Purchased Securities to you is subject to, among other things, the conditions that: (a) you execute and return all documents required by the Securities Laws and the policies of any Stock Exchange for delivery on your behalf, including the forms set out in Schedule A and Schedule B attached hereto, as applicable, to the Corporation as the sale of the Purchased Securities by the Corporation to you will not be qualified by a 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 Exchanges. If you are not subscribing for the Purchased Securities for your own account each Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased 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 Exchanges with respect to the Purchased Securities being acquired by such Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Subscriber, you represent and warrant that you have authority to bind the Subscriber. You agree, and you agree to cause any Disclosed Purchaser for whom you are contracting hereunder, to comply with all Securities Laws and with the policies of the Stock Exchanges concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased Securities. 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 its sole discretion.

Conditions of the Offering. In connection with your purchase of the Purchased SecuritiesShares, you agree to return to the Corporation in accordance with the Corporation’s instructions, as soon as possible the following documents: : (a) this AgreementAgreement (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 Securities payable to the Corporation. If you are sending a certified cheque or bank draft, please make the same Shares payable to the Corporation and deliver the same to: [Redacted] If you are sending such funds by wire transferor, please note the following wire transfer instructions: [Redacted] if applicable, confirmation of “Delivery Against Payment” arrangements; (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada: (i) , 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 A I to Schedule A heretoand the Individual Accredited Investor Questionnaire Appendix II to Schedule A; and (iid) if the Subscriberyou are not, or, if applicable, the Disclosed Purchaser is not, an individual relying on category “Accredited Investor” and are not an individual, but are resident in any province of Canada (j), (kother than Alberta) or (l) of and qualify under the Accredited Investor Certificate (and do not meet the higher financial asset threshold set out in paragraph (j.1) of the Accredited Investor Certificate)“Minimum Amount Investment” exemption, a duly executed and completed Form 45-106F9-Form for Individual Accredited Investors Canadian Exemption Certificate, attached as Exhibit 1 to Appendix A Schedule B hereto; and (de) 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, or is purchasing for the account or benefit of, a Person in the United States or a U.S. Person, or otherwise subject to United States securities lawsSubscriber, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule 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 D hereto; and and (fi) any further documentation as required under the Securities Laws or by the policies of any the Stock Exchange or other Regulatory AuthorityAuthorities. The obligation of the Corporation to sell the Purchased Securities 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 any the Stock Exchange for delivery on your behalf, including the forms set out in Schedule A Schedules A, B and Schedule B C attached hereto, as applicable, to the Corporation as the sale of the Purchased Securities Shares by the Corporation to you will not be qualified by a prospectus or registration statement; 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 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 ExchangesExchange. If you are not subscribing for the Purchased Securities Shares for your own account each 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 Securities 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 Exchanges Exchange with respect to the Purchased Securities Shares being acquired by such the Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the SubscriberDisclosed Purchaser, you represent and warrant that you have authority to bind the SubscriberDisclosed Purchaser. You agree, and you agree to cause any if applicable the Disclosed Purchaser for whom you are contracting hereunderagrees, to comply with all Securities Laws and with the policies of the Stock Exchanges Exchange concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased SecuritiesShares. 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 Securities, you agree to return to the Corporation as soon as possible the following documents: (a) this Agreement, duly completed and executed; (b) a certified cheque, bank draft or wire transfer for the total aggregate Purchase Price of the Purchased Securities payable to the Corporation. If you are sending a certified cheque or bank draft, please make the same payable to the Corporation and deliver the same to: [Redacted] If you are sending such funds by wire transfer, please note the following wire transfer instructions: [Redacted]; (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada: (i) , a duly executed and completed Accredited Investor Canadian Exemption Certificate, attached as Appendix A to Schedule A hereto; and (ii) if the Subscriber, or, if applicable, the Disclosed Purchaser is an individual relying on category (j), (k) or (l) of the Accredited Investor Certificate (and do not meet the higher financial asset threshold set out in paragraph (j.1) of the Accredited Investor Certificate), a duly executed and completed Form 45-106F9-Form for Individual Accredited Investors attached as Exhibit 1 to Appendix A hereto; and (d) if you are, or, if applicable, the Disclosed Purchaser is, or is purchasing for the account or benefit ofan “Accredited Investor”, a Person in the United States or a U.S. Person, or otherwise subject to United States securities laws, a fully duly executed and completed U.S. Accredited Investor Certificate, attached as Appendix I to Schedule B A hereto; (ed) if you are a non-individual subscriber portfolio manager 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$150,000, a duly executed and completed Accredited Investor Certificate, attached as Appendix A I to Schedule A hereto; (e) if you are, or, if applicable, the Disclosed Purchaser is, in the United States or purchasing for the benefit or account of a person in the United States, a duly executed and completed U.S. Accredited Investor Certificate, attached as Schedule B hereto; and (f) any further documentation as required under the Securities Laws or by the policies of any Stock Exchange the Exchanges or other Regulatory AuthorityAuthorities. The obligation of the Corporation to sell the Purchased Securities to you is subject to, among other things, the conditions that: (a) you execute having executed and return returned all documents required by the Securities Laws and the policies of any Stock Exchange the Exchanges for delivery on your behalf, including the forms set out in Schedule A and Schedule B attached hereto, as applicable, to the Corporation Corporation, as the sale of the Purchased Securities by the Corporation to you will not be qualified by a prospectus or registration statementprospectus; (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 having received conditional acceptance of notice of the Offering and conditional approval, or approval, as applicable, approval for the listing of the Offered Purchased 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 having been 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 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 Exchanges. If you are not subscribing for the Purchased Securities for your own account account, each Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased 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 Exchanges with respect to the Purchased Securities being acquired by such Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Subscriber, you represent and warrant that you have authority to bind the Subscriber. You agree, and you agree to cause any Disclosed Purchaser for whom you are contracting hereunder, to comply with all Securities Laws and with the policies of the Stock Exchanges concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased Securities. 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 its sole discretion.

Conditions of the Offering. In connection with your purchase of the Purchased SecuritiesShares, you agree to return to the Corporation in accordance with the Corporation’s instructions, as soon as possible the following documents: : (a) this AgreementAgreement (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 Securities payable to the Corporation. If you are sending a certified cheque or bank draft, please make the same Shares payable to the Corporation and deliver the same to: [Redacted] If you are sending such funds by wire transferor, please note the following wire transfer instructions: [Redacted] if applicable, confirmation of “Delivery Against Payment” arrangements; (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada: (i) , and if you are an “Accredited Investor”, a duly executed and completed Accredited Investor Certificate, attached as Appendix A to Schedule A hereto; and (iid) if the Subscriberyou are not, or, if applicable, the Disclosed Purchaser is not, an individual relying on category “Accredited Investor” but are resident in any province of Canada (j)other than Ontario or Saskatchewan) and are purchasing the Purchased Shares pursuant to the “Family, (k) or (l) of the Accredited Investor Certificate (Friends and do not meet the higher financial asset threshold set out in paragraph (j.1) of the Accredited Investor Certificate)Business Associates” exemption, a duly executed and completed Form 45-106F9-Form for Individual Accredited Investors Canadian Exemption Certificate, attached as Exhibit 1 to Schedule B and Appendix A I or Appendix II, as applicable, hereto; and (de) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in Ontario and 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, or is purchasing for the account or benefit of, a Person in the United States or a U.S. Person, or otherwise subject to United States securities lawsSubscriber, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule 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 D hereto; and and (fi) any further documentation as required under the Securities Laws or by the policies of any the Stock Exchange or other Regulatory AuthorityAuthorities. The obligation of the Corporation to sell the Purchased Securities 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 any the Stock Exchange for delivery on your behalf, ; including the forms set out in Schedule A Schedules A, B and Schedule B C attached hereto, as applicable, to the Corporation as the sale of the Purchased Securities Shares by the Corporation to you will not be qualified by a prospectus or registration statement; 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 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 ExchangesExchange. If you are not subscribing for the Purchased Securities Shares for your own account each 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 Securities 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 Exchanges Exchange with respect to the Purchased Securities Shares being acquired by such the Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the SubscriberDisclosed Purchaser, you represent and warrant that you have authority to bind the SubscriberDisclosed Purchaser. You agree, and you agree to cause any if applicable the Disclosed Purchaser for whom you are contracting hereunderagrees, to comply with all Securities Laws and with the policies of the Stock Exchanges Exchange concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased SecuritiesShares. 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 Securities, you agree to return to the Corporation as soon as possible the following documents: (a) this Agreement, duly completed and executed; (b) a certified cheque, bank draft or wire transfer for the total aggregate Purchase Price of the Purchased Securities payable to the Corporation. If you are sending a certified cheque or bank draft, please make the same payable to the Corporation and deliver the same to: [Redacted] If you are sending such funds by wire transfer, please note the following wire transfer instructions: [Redacted]; (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada: (i) , a duly executed and completed Accredited Investor Canadian Exemption Certificate, attached as Appendix A to Schedule A hereto; and (ii) if the Subscriber, or, if applicable, the Disclosed Purchaser is an individual relying on category (j), (k) or (l) of the Accredited Investor Certificate (and do not meet the higher financial asset threshold set out in paragraph (j.1) of the Accredited Investor Certificate), a duly executed and completed Form 45-106F9-Form for Individual Accredited Investors attached as Exhibit 1 to Appendix A hereto; and (d) if you are, or, if applicable, the Disclosed Purchaser is, or is purchasing for the account or benefit ofan “Accredited Investor”, a Person in the United States or a U.S. Person, or otherwise subject to United States securities laws, a fully duly executed and completed U.S. Accredited Investor Certificate, attached as Appendix I to Schedule B A hereto; (ed) if you are a non-individual subscriber portfolio manager 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 I to Schedule A hereto; (e) if you are, or, if applicable, the Disclosed Purchaser is, in the United States or purchasing for the benefit or account of a person in the United States, a duly executed and completed U.S. Accredited Investor Certificate, attached as Schedule B hereto; and (f) any further documentation as required to be provided by the Subscriber under the Securities Laws or by the policies of any Stock Exchange the Exchanges or other Regulatory AuthorityAuthorities in connection with the purchase and sale of the Purchased Securities. The obligation of the Corporation to sell the Purchased Securities to you is subject to, among other things, the conditions that: (a) you execute having executed and return returned all documents required by the Securities Laws and the policies of any Stock Exchange the Exchanges for delivery on your behalf, including the forms set out in Schedule A and Schedule B attached hereto, as applicable, to the Corporation Corporation, as the sale of the Purchased Securities by the Corporation to you will not be qualified by a prospectus or registration statementprospectus; (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, or approval, as applicable, approval for the listing of the Offered Securities from the Stock ExchangesTSX and approval for the listing of the Offered Securities from NYSE MKT; and (e) you deliver to 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 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 obligation of the foregoingSubscriber and, if applicable, the Disclosed Purchaser to purchase the Purchased Securities from the Corporation reserves is subject to, among other things, the right 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 accept be performed by the Corporation on or reject any subscription 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 Purchased Securitieslisting 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, for any reason if required by Securities Laws or for no reasonthe rules and regulations of the TSX or NYSE MKT, in whole or in part, or shareholder approval) having been obtained by the Corporation prior to allot to any prospective Subscriber fewer Common Shares than such prospective Subscriber has subscribed to purchasethe 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 Exchanges. If you are not subscribing for the Purchased Securities for your own account account, each Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased 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 Exchanges with respect to the Purchased Securities being acquired by such Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Subscriber, you represent and warrant that you have authority to bind the Subscriber. You agree, and you agree to cause any Disclosed Purchaser for whom you are contracting hereunder, to comply with all Securities Laws and with the policies of the Stock Exchanges concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased Securities. 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 its sole discretion.

Conditions of the Offering. In connection with your purchase of the Purchased Securities, you agree to return to the Corporation as soon as possible the following documents: (a) this Agreement, duly completed and executed; (b) a certified cheque, bank draft or wire transfer for the total aggregate Purchase Price of the Purchased Securities payable to the Corporation. If you are sending a certified cheque or bank draft, please make the same payable to the Corporation and deliver the same to: [Redacted] If you are sending such funds by wire transfer, please note the following wire transfer instructions: [Redacted]; (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada: (i) , a duly executed and completed Accredited Investor Canadian Exemption Certificate, attached as Appendix A to Schedule A hereto; and (ii) if the Subscriber, or, if applicable, the Disclosed Purchaser is an individual relying on category (j), (k) or (l) of the Accredited Investor Certificate (and do not meet the higher financial asset threshold set out in paragraph (j.1) of the Accredited Investor Certificate), a duly executed and completed Form 45-106F9-Form for Individual Accredited Investors attached as Exhibit 1 to Appendix A hereto; and (d) if you are, or, if applicable, the Disclosed Purchaser is, or is purchasing for the account or benefit ofan “Accredited Investor”, a Person in the United States or a U.S. Person, or otherwise subject to United States securities laws, a fully duly executed and completed U.S. Accredited Investor Certificate, attached as Appendix I to Schedule B A hereto; (ed) if you are a non-individual subscriber portfolio manager 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 I to Schedule A hereto; (e) if you are, or, if applicable, the Disclosed Purchaser is, in the United States or purchasing for the benefit or account of a person in the United States, a duly executed and completed U.S. Accredited Investor Certificate, attached as Schedule B hereto; and (f) any further documentation as required to be provided by the Subscriber under the Securities Laws or by the policies of any Stock Exchange the Exchanges or other Regulatory AuthorityAuthorities in connection with the purchase and sale of the Purchased Securities. The obligation of the Corporation to sell the Purchased Securities to you is subject to, among other things, the conditions that: (a) you execute having executed and return returned all documents required by the Securities Laws and the policies of any Stock Exchange the Exchanges for delivery on your behalf, including the forms set out in Schedule A and Schedule B attached hereto, as applicable, to the Corporation Corporation, as the sale of the Purchased Securities by the Corporation to you will not be qualified by a prospectus or registration statementprospectus; (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, or approval, as applicable, approval for the listing of the Offered Securities from the Stock ExchangesTSX and approval for the listing of the Offered Securities from NYSE MKT; and (e) you deliver to 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 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 obligation of the foregoingSubscriber and, if applicable, the Disclosed Purchaser to purchase the Purchased Securities from the Corporation reserves is subject to, among other things, the right 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 accept be performed by the Corporation on or reject any subscription 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 Purchased Securitieslisting 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, for any reason if required by Securities Laws or for no reasonthe rules and regulations of the TSX or NYSE MKT, in whole or in part, or shareholder approval) having been obtained by the Corporation prior to allot to any prospective Subscriber fewer Common Shares than such prospective Subscriber has subscribed to purchasethe 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 Exchanges. If you are not subscribing for the Purchased Securities for your own account account, each Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased 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 Exchanges with respect to the Purchased Securities being acquired by such Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Subscriber, you represent and warrant that you have authority to bind the Subscriber. You agree, and you agree to cause any Disclosed Purchaser for whom you are contracting hereunder, to comply with all Securities Laws and with the policies of the Stock Exchanges concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased Securities. 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 its sole discretion.

Conditions of the Offering. In connection with your purchase of the Purchased Securities, you agree to return to the Corporation as soon as possible the following documents: (a) this Agreement, duly completed and executed; (b) a certified cheque, bank draft or wire transfer for the total Purchase Price of the Purchased Securities payable to the Corporation. If you are sending a certified cheque or bank draft, please make the same payable to the Corporation and deliver the same to: [Redacted] If you are sending such funds by wire transfer, please note the following wire transfer instructions: [Redacted] (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada: (i) a duly executed and completed Accredited Investor Certificate, attached as Appendix A to Schedule A hereto; and (ii) if the Subscriber, or, if applicable, the Disclosed Purchaser is an individual relying on category (j), (k) or (l) of the Accredited Investor Certificate (and do not meet the higher financial asset threshold set out in paragraph (j.1) of the Accredited Investor Certificate), a duly executed and completed Form 45-106F9-Form for Individual Accredited Investors attached as Exhibit 1 to Appendix A hereto; and (d) 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. Person, or otherwise subject to United States securities laws, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule 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 (f) any further documentation as required under the Securities Laws or by the policies of any Stock Exchange or other Regulatory Authority. The obligation of the Corporation to sell the Purchased Securities to you is subject to, among other things, the conditions that: (ag) you execute and return all documents required by the Securities Laws and the policies of any Stock Exchange for delivery on your behalf, including the forms set out in Schedule A and Schedule B attached hereto, as applicable, to the Corporation as the sale of the Purchased Securities by the Corporation to you will not be qualified by a 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; (dk) 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 (el) you deliver to the Corporation the aggregate purchase price for the Purchased Securities before the Closing Date; and (fm) 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 Exchanges. If you are not subscribing for the Purchased Securities for your own account each Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased 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 Exchanges with respect to the Purchased Securities being acquired by such Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Subscriber, you represent and warrant that you have authority to bind the Subscriber. You agree, and you agree to cause any Disclosed Purchaser for whom you are contracting hereunder, to comply with all Securities Laws and with the policies of the Stock Exchanges concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased Securities. 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 its sole discretion.

Conditions of the Offering. In connection with your purchase of the Purchased SecuritiesShares, you agree to return to the Corporation in accordance with the Corporation’s instructions, as soon as possible the following documents: : (a) this AgreementAgreement (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 Securities payable to the Corporation. If you are sending a certified cheque or bank draft, please make the same Shares payable to the Corporation and deliver the same to: [Redacted] If you are sending such funds by wire transferor, please note the following wire transfer instructions: [Redacted] if applicable, confirmation of “Delivery Against Payment” arrangements; (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada: (i) , and if you are an “Accredited Investor”, a duly executed and completed Accredited Investor Certificate, attached as Appendix A to Schedule A hereto; and (ii) hereto and if the Subscriber, or, if applicable, the Disclosed Purchaser is you are an individual relying on category and are subscribing pursuant to section (j), (k) or (l) of the definition of “Accredited Investor Certificate (and do not meet the higher financial asset threshold set out in paragraph (j.1) of the Accredited Investor Certificate)Investor”, a duly executed and completed Form 45-106F9-106 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 Exhibit 1 to Appendix A Schedule B hereto; and (de) 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, or is purchasing for the account or benefit of, a Person in the United States or a U.S. Person, or otherwise subject to United States securities lawsSubscriber, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule 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 D hereto; and and (fi) any further documentation as required under the Securities Laws or by the policies of any the Stock Exchange or other Regulatory AuthorityAuthorities. The obligation of the Corporation to sell the Purchased Securities 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 any the Stock Exchange for delivery on your behalf, including the forms set out in Schedule A Schedules A, B and Schedule B C attached hereto, as applicable, to the Corporation as the sale of the Purchased Securities Shares by the Corporation to you will not be qualified by a prospectus or registration statement; 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 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 ExchangesExchange. If you are not subscribing for the Purchased Securities Shares for your own account each 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 Securities 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 Exchanges Exchange with respect to the Purchased Securities Shares being acquired by such the Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the SubscriberDisclosed Purchaser, you represent and warrant that you have authority to bind the SubscriberDisclosed Purchaser. You agree, and you agree to cause any if applicable the Disclosed Purchaser for whom you are contracting hereunderagrees, to comply with all Securities Laws and with the policies of the Stock Exchanges Exchange concerning the purchase of, the holding of, of and the resale restrictions applicable to, the Purchased SecuritiesShares. 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 Securities, you agree to return to the Corporation as soon as possible the following documents: (a) this Agreement, duly xxxx completed and executed; (b) a certified cheque, bank draft or wire transfer for the total aggregate Purchase Price of the Purchased Securities payable to the Corporation. If you are sending a certified cheque or bank draft, please make the same payable to the Corporation and deliver the same to: [Redacted] If you are sending such funds by wire transfer, please note the following wire transfer instructions: [Redacted]; (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada: (i) , a duly executed and completed Accredited Investor Canadian Exemption Certificate, attached as Appendix A to Schedule A hereto; and (ii) if the Subscriber, or, if applicable, the Disclosed Purchaser is an individual relying on category (j), (k) or (l) of the Accredited Investor Certificate (and do not meet the higher financial asset threshold set out in paragraph (j.1) of the Accredited Investor Certificate), a duly executed and completed Form 45-106F9-Form for Individual Accredited Investors attached as Exhibit 1 to Appendix A hereto; and (d) if you are, or, if applicable, the Disclosed Purchaser is, or is purchasing for the account or benefit ofan “Accredited Investor”, a Person in the United States or a U.S. Person, or otherwise subject to United States securities laws, a fully duly executed and completed U.S. Accredited Investor Certificate, attached as Appendix I to Schedule B A hereto; (ed) if you are a non-individual subscriber portfolio manager 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$150,000, a duly executed and completed Accredited Investor Certificate, attached as Appendix A I to Schedule A hereto; (e) if you are, or, if applicable, the Disclosed Purchaser is, in the United States or purchasing for the benefit or account of a person in the United States, a duly executed and completed U.S. Accredited Investor Certificate, attached as Schedule B hereto; and (f) any further documentation as required to be provided by the Subscriber under the Securities Laws or by the policies of any Stock Exchange the Exchanges or other Regulatory AuthorityAuthorities in connection with the purchase and sale of the Purchased Securities. The obligation of the Corporation to sell the Purchased Securities to you is subject to, among other things, the conditions that: (a) you execute having executed and return returned all documents required by the Securities Laws and the policies of any Stock Exchange the Exchanges for delivery on your behalf, including the forms set out in Schedule A and Schedule B attached hereto, as applicable, to the Corporation Corporation, as the sale of the Purchased Securities by the Corporation to you will not be qualified by a prospectus or registration statementprospectus; (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, or approval, as applicable, approval for the listing of the Offered Securities from the Stock ExchangesTSX and approval for the listing of the Offered Securities from NYSE MKT; and (e) you deliver all other necessary regulatory approvals having been obtained by the Corporation prior to the Corporation Closing Date. The obligation of the aggregate Subscriber and, if applicable, the Disclosed Purchaser to purchase price for the Purchased Securities before 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 DateDate 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 (fd) all other necessary regulatory approvals are having been obtained by the Corporation 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 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 Exchanges. If you are not subscribing for the Purchased Securities for your own account account, each Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased 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 Exchanges with respect to the Purchased Securities being acquired by such Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Subscriber, you represent and warrant that you have authority to bind the Subscriber. You agree, and you agree to cause any Disclosed Purchaser for whom you are contracting hereunder, to comply with all Securities Laws and with the policies of the Stock Exchanges concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased Securities. 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 its sole discretion.

Conditions of the Offering. In connection with your purchase of the Purchased Securities, you agree to return to the Corporation Corporation, as soon as possible the following documents: (a) this Agreement, 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 Securities payable to the Corporation. If you are sending a certified cheque or bank draftCorporation or, please make the same payable to the Corporation and deliver the same to: [Redacted] If you are sending such funds by wire transferif applicable, please note the following wire transfer instructions: [Redacted]confirmation of “Delivery Against Payment” arrangements; (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada: (i) , and if you are an “Accredited Investor”, a duly executed and completed Accredited Investor Certificate, attached as Appendix A to Schedule A hereto; and; (iid) if the Subscriberyou are not, or, if applicable, the Disclosed Purchaser is not, an individual relying on category “Accredited Investor” but are resident in any province of Canada (j)other than Ontario) and are purchasing the Units pursuant to the “Family, (k) or (l) of the Accredited Investor Certificate (Friends and do not meet the higher financial asset threshold set out in paragraph (j.1) of the Accredited Investor Certificate)Business Associates” exemption, a duly executed and completed Form 45-106F9-Form for Individual Accredited Investors Canadian Exemption Certificate, attached as Exhibit 1 to Appendix A Schedule B hereto; and; (de) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in Ontario and are purchasing the Units pursuant to the “Founder, control person and family” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (f) 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. Person, Person or otherwise subject to United States securities laws, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule 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 C hereto; and (fg) any further documentation as required under the Securities Laws or by the policies of any the Stock Exchange Exchanges or other Regulatory AuthorityAuthorities. The obligation of the Corporation to sell the Purchased Securities to you is subject to, among other things, the conditions that: (a) you execute and return all documents required by the Securities Laws and the policies of any the Stock Exchange Exchanges for delivery on your behalf, including the forms set out in Schedule A Schedules A, B and Schedule B C attached hereto, as applicable, to the Corporation as the sale of the Purchased Securities by the Corporation to you will not be qualified by a prospectus or registration statementprospectus; (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, or approval, as applicable, approval for the listing of the Offered Securities Shares and Warrant Shares from the Stock ExchangesTSX and approval for the listing of the Shares and Warrant Shares from the Amex; 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 Exchanges. If you are not subscribing for the Purchased Securities for your own account each the Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased 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 Exchanges with respect to the Purchased Securities being acquired by such the Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the SubscriberDisclosed Purchaser, you represent and warrant that you have authority to bind the SubscriberDisclosed Purchaser. You agree, and you agree to cause any if applicable the Disclosed Purchaser for whom you are contracting hereunderagrees, to comply with all Securities Laws and with the policies of the Stock Exchanges concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased Securities. 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 Securities, you agree to return to the Corporation as soon as possible the following documents: (a) this Agreement, duly completed and executed; (b) a certified cheque, bank draft or wire transfer for the total Purchase Price of the Purchased Securities payable to the Corporation. If you are sending a certified cheque or bank draft, please make the same payable to the Corporation and deliver the same to: [Redacted] If you are sending such funds by wire transfer, please note the following wire transfer instructions: [Redacted]. (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada: (i) a duly executed and completed Accredited Investor Certificate, attached as Appendix A to Schedule A hereto; and (ii) if the Subscriber, or, if applicable, the Disclosed Purchaser is an individual relying on category (j), (k) or (l) of the Accredited Investor Certificate (and do not meet the higher financial asset threshold set out in paragraph (j.1) of the Accredited Investor Certificate), a duly executed and completed Form 45-106F9-Form for Individual Accredited Investors attached as Exhibit 1 to Appendix A hereto; and (d) 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. Person, or otherwise subject to United States securities laws, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule 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 (f) any further documentation as required under the Securities Laws or by the policies of any Stock Exchange or other Regulatory Authority. The obligation of the Corporation to sell the Purchased Securities to you is subject to, among other things, the conditions that: (a) you execute and return all documents required by the Securities Laws and the policies of any Stock Exchange for delivery on your behalf, including the forms set out in Schedule A and Schedule B attached hereto, as applicable, to the Corporation as the sale of the Purchased Securities by the Corporation to you will not be qualified by a 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 Exchanges. If you are not subscribing for the Purchased Securities for your own account each Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased 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 Exchanges with respect to the Purchased Securities being acquired by such Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Subscriber, you represent and warrant that you have authority to bind the Subscriber. You agree, and you agree to cause any Disclosed Purchaser for whom you are contracting hereunder, to comply with all Securities Laws and with the policies of the Stock Exchanges concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased Securities. 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 its sole discretion.