Common use of Conditions to the Obligation of the Company to Consummate the Closing Clause in Contracts

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Purchaser the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company): (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Company. (c) Such Purchaser shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Shares and the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (which may be a counterpart signature to this Agreement) from the Purchaser to purchase, in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its name. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Purchaser the Shares and the Warrants to be purchased by it each Purchaser at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser contained herein shall be true and correct on and as of the Closing Date with the same force and effect as though made in all respects on and as of the Closing Date. (b) The Registration Rights Agreement shall have been executed and delivered by the Purchaser and delivered to the CompanyPurchasers. (c) Such Purchaser shall have performed all obligations and conditions herein required to be performed or observed complied with by it such Purchaser on or prior to the Closing Date. (d) No proceeding challenging this Agreement the Transaction Documents, or the transactions contemplated herebyhereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and or shall be pendingpending against or involving such Purchaser. (e) The sale of the Shares and the Warrants Securities by the Company shall not be prohibited by any law or law, rule, governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person Person with respect to any of the transactions contemplated hereby by such Purchaser shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares All instruments and Warrant Shares (i) corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated by such Purchaser at the Closing shall be designated for quotation or conditionally listed (subject satisfactory in form and substance to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National MarketCompany, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (which may be a counterpart signature originals, or certified or other copies of all documents, including without limitation records of corporate or other proceedings, with respect to this Agreement) from the Purchaser to purchase, in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its name. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the such Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine which it may have reasonably requested in its sole discretionconnection therewith.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Purchaser the Shares and the Warrants to be purchased by it each Purchaser at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser contained herein shall be true and correct on and as of the Closing Date with the same force and effect as though made on date hereof and as of the Closing Date. (b) The Registration Rights Agreement shall have been executed and delivered by the Purchaser and delivered to the CompanyPurchasers. (c) Such Purchaser The Purchasers shall have performed all obligations and conditions herein required to be performed or observed complied with by it the Purchasers on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the Transaction Documents, or the transactions contemplated herebyhereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and or shall be pendingpending against or involving such Purchaser. (e) The sale of the Shares and the issuance of the Warrants (and the Warrant Shares) by the Company shall not be prohibited by any law or law, rule, governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person Person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares All instruments and Warrant Shares (i) corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be designated for quotation or conditionally listed (subject reasonably satisfactory in form and substance to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National MarketCompany, and (iii) the Company shall not have been suspended from trading on the NASDAQ National Market received counterpart originals, or the Toronto Stock Exchangecertified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may have reasonably requested in connection therewith. (g) The Each Purchaser shall deliver to the Company shall have received an executed agreement (which may be a counterpart signature to this Agreement) from payment of the Purchaser to purchase, in accordance with this Agreement, the number of purchase price for such Shares and Warrants set forth on Exhibit A opposite its name. (h) Simultaneously with or prior by wire transfer of immediately available funds to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions account as the Company shall determine designate in its sole discretionwriting.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Purchaser Purchasers the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such each Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of a Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Company. (c) Such Purchaser Purchasers shall have performed all obligations and conditions herein required to be performed or observed by it the Purchasers on or prior to the Closing Date. (dc) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (ed) The sale of the Shares and the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby hereby, shall have been duly obtained or made and shall be in full force and effect. (fe) The Conversion Shares All instruments and Warrant Shares (i) corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be designated for quotation or conditionally listed (subject satisfactory in form and substance to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National MarketCompany, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (counterpart originals, or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may be a counterpart signature to this Agreement) from the Purchaser to purchase, have reasonably requested in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its nameconnection therewith. (hf) Simultaneously with or prior to the Closing, The receipt by the Company shall have sold securities to third party purchasers, who are not acting of each Purchaser’s Purchase Price in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretionimmediately available funds.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Purchaser the Shares and the Warrants to be purchased by it each Purchaser at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties of the Purchasers contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made in all respects on and as of the Closing Date. (b) The Registration Rights Agreement shall have been executed and delivered by the Purchaser and delivered to the CompanyPurchasers. (c) Such Purchaser The Purchasers shall have performed all obligations and conditions herein required to be performed or observed complied with by it the Purchasers on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the Transaction Documents, or the transactions contemplated herebyhereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and or shall be pendingpending against or involving such Purchaser. (e) The sale of the Shares and the issuance of the Warrants (and the Warrant Shares) by the Company shall not be prohibited by any law or law, rule, governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person Person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares All instruments and Warrant Shares (i) corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be designated for quotation or conditionally listed (subject satisfactory in form and substance to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National MarketCompany, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (counterpart originals, or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may be a counterpart signature to this Agreement) from the Purchaser to purchase, have reasonably requested in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its nameconnection therewith. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Purchaser the Shares Notes and the Warrants to be purchased by it any Purchaser at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser contained herein shall be true and correct on and as of the Closing Date with the same force and effect as though made in all respects on and as of the Closing Date. (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Companyby such Purchaser. (c) Such Purchaser shall have performed all obligations and conditions herein required to be performed or observed complied with by it such Purchaser on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the Transaction Documents, or the transactions contemplated herebyhereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and or shall be pendingpending against or involving such Purchaser. (e) The sale of the Shares Notes (and the issuance of the Conversion Shares) and the issuance of the Warrants (and the Warrant Shares) by the Company shall not be prohibited by any law or law, rule, governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person Person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares All instruments and Warrant Shares (i) corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be designated for quotation or conditionally listed (subject satisfactory in form and substance to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National MarketCompany, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (counterpart originals, or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may be a counterpart signature to this Agreement) from the Purchaser to purchase, have reasonably requested in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its nameconnection therewith. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Purchaser the Shares and the Warrants Securities to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 6.2(a)). (b) The Registration Rights Agreement Alliance and Consulting Services Agreements shall have been executed by the Purchaser and delivered to the Companyby Purchaser. (c) Such The Purchaser shall have performed all obligations and conditions herein required to be performed or observed by it the Purchaser on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale issuance of the Shares and the Warrants Securities by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders consents and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares All instruments and Warrant Shares (i) corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be designated for quotation or conditionally listed (subject satisfactory in form and substance to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National MarketCompany, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (counterpart originals, or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may be a counterpart signature to this Agreement) from the Purchaser to purchasehave reasonably requested in connection therewith. Transfer, in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its nameLegends. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Purchaser the Shares and the Warrants to be purchased by it each Purchaser at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):) of the following conditions precedent: (a) The representations and warranties of the Purchasers contained herein of such Purchaser shall be true and correct in all respects on and as of the Closing Date with the same force date hereof and effect as though made on and as of the Closing Date. (b) The Registration Investors’ Rights Agreement shall have been executed and delivered by the Purchaser and delivered to the CompanyPurchasers. (c) Such Purchaser The Purchasers shall have performed all obligations and conditions herein required to be performed or observed complied with by it the Purchasers on or prior to the Closing DateClosing. (d) No proceeding challenging this Agreement or the transactions contemplated herebychallenging, or seeking to prohibit, alter, prevent or materially delay delay, this Agreement or the ClosingTransaction Documents, or the transactions contemplated hereby or thereby, shall have been instituted before any court, arbitrator or governmental body, agency or official and or shall be pendingpending against or involving such Purchaser. (e) The sale of the Shares This Agreement and the Warrants by Transaction Documents, and the Company transactions contemplated hereby and thereby, shall not be prohibited by any law or law, rule, governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of or with any other person Person with respect to any of the transactions contemplated hereby and thereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (which may be a counterpart signature to this Agreement) from the Purchaser to purchase, in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its name. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Initial Closing and the Milestone Closing, as applicable, and to issue and sell to the Purchaser the Shares and the Warrants to be purchased by it at the Closing Initial Purchase is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the each Closing Date with the same force and effect as though made on and as of the each Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of a Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 6.2(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Company. (c) Such Purchaser shall have performed all obligations and conditions herein required to be performed or observed by it the Purchaser on or prior to the Closing Date. (dc) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the ClosingClosing Date, shall have been instituted before any court, arbitrator or governmental bodyGovernmental Body, agency or official and shall be pending. (ed) The sale of the Shares and the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby hereby, shall have been duly obtained or made and shall be in full force and effect. (fe) The Conversion Shares All instruments and Warrant Shares (i) corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated on the Closing Date shall be designated for quotation or conditionally listed (subject reasonably satisfactory in form and substance to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National MarketCompany, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (counterpart originals, or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may be a counterpart signature to this Agreement) from the Purchaser to purchase, have reasonably requested in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its nameconnection therewith. (hf) Simultaneously with or prior to the Closing, The receipt by the Company shall have sold securities of the Initial Purchase Price in immediately available funds by wire transfer to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum account of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine designated in its sole discretionwriting by the Company to such Purchaser.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and Closing, to issue and sell to the each Purchaser the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company): (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Companyby each Purchaser. (c) Such Purchaser shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Shares and the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permitsPermits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares Such Purchaser shall have executed and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject delivered to the filing of usual documentation) on Company an executed Investor Questionnaire, in substantially the Toronto Stock Exchangeform attached hereto as Exhibit C, pursuant to which each such Purchaser shall provide information necessary to confirm each such Purchaser’s status as an “accredited investor” (ii) shall be listed on as such term is defined in Rule 501 promulgated under the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock ExchangeSecurities Act). (g) The Company shall have received an executed agreement agreements (which may be a counterpart signature to this Agreement) from each of the Purchaser Purchasers to purchase, in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its name. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.accordance

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Purchaser Purchasers the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such each Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of a Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement shall have been executed and delivered by the Purchaser and delivered to the CompanyPurchasers. (c) Such Purchaser The Purchasers shall have performed all obligations and conditions herein required to be performed or observed by it the Purchasers on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Shares and the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby hereby, other than for Regulation D and state blue sky filings with respect to the sale of the Shares, shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares All instruments and Warrant Shares (i) corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be designated for quotation or conditionally listed (subject satisfactory in form and substance to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National MarketCompany, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (counterpart originals, or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may be a counterpart signature to this Agreement) from the Purchaser to purchase, have reasonably requested in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its nameconnection therewith. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to each of the Purchaser Purchasers the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Companyby each Purchaser. (c) Such Purchaser The Purchasers shall have performed all obligations and conditions herein required to be performed or observed by it the Purchasers on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Shares and the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders Consents and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares Each of the Purchasers shall have executed and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject delivered to the filing of usual documentation) on Company a Purchaser's Questionnaire, in the Toronto Stock Exchangeform attached hereto as Exhibit B, pursuant to which each such Purchaser shall provide information necessary to confirm each such Purchaser's status as an "accredited investor" (ii) shall be listed on as such term is defined in Rule 501 promulgated under the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock ExchangeSecurities Act)". (g) The Company Each of the other Purchasers shall have received an executed agreement (which may be a counterpart signature to this Agreement) from the Purchaser to purchasepurchased, in accordance with this Agreement, the number of Shares and Warrants shares of Common Stock set forth on Exhibit A opposite its namename under the heading "Number of Shares to be Purchased". (h) Simultaneously All instruments and corporate proceedings in connection with or prior the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the ClosingCompany, and the Company shall have sold securities to third party purchasersreceived counterpart originals, who are not acting or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may have reasonably requested in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretionconnection therewith.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to each of the Purchaser Purchasers the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Company. (c) Such Purchaser Purchasers shall have performed all obligations and conditions herein required to be performed or observed by it the Purchasers on or prior to the Closing Date. (dc) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (ed) The sale of the Shares and the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effecteffect (except for the filing of a Form D and related blue sky law filings which will be timely filed after the Closing Date). (fe) The Conversion Shares All instruments and Warrant Shares (i) corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be designated for quotation or conditionally listed (subject satisfactory in form and substance to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National MarketCompany, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (counterpart originals, or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may be a counterpart signature to this Agreement) from the Purchaser to purchase, have reasonably requested in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its nameconnection therewith. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to each of the Purchaser Purchasers the Shares and the Warrants Securities to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement applicable Notes shall have been executed by the Purchaser and delivered to the Companyby each Purchaser. (c) Such Each Purchaser shall have performed all obligations and conditions herein required to be performed or observed by it such Purchaser on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Shares and the Warrants Securities by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares All instruments and Warrant Shares (i) corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be designated for quotation or conditionally listed (subject satisfactory in form and substance to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National MarketCompany, and (iii) the Company shall not have been suspended from trading on the NASDAQ National Market received counterpart originals, or the Toronto Stock Exchangecertified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may have reasonably requested in connection therewith. (g) The Company shall have received executed Purchase Agreements representing an executed agreement (which may be a counterpart signature to this Agreement) from the Purchaser to purchase, in accordance with this Agreement, the number aggregate Purchase Price of Shares $2,000,000 and Warrants set forth on Exhibit A opposite its nameprincipal Loan Amounts of $1,000,000. (h) Simultaneously with or prior Each Purchaser shall have irrevocably delivered such Purchaser’s Purchase Price and Loan Amount to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretionimmediately available funds.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Purchaser the Shares and the Warrants Securities to be purchased by it at the Closing is subject to the satisfaction or waiver of the following conditions precedent (or waiver by the Company):precedent: (a) The Company shall have obtained the Company Stockholder Approval. (b) The representations and warranties contained herein of such the Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. (bc) The Registration Rights Agreement shall have been executed by the Purchaser be in full force and delivered to the Companyeffect. (cd) Such The Purchaser shall have performed in all obligations and conditions material respects all covenants herein required to be performed or observed by it the Purchaser on or prior to the Closing Date. (de) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official Government Entity and shall be pending. (ef) The sale of the Shares and the Warrants Securities by the Company shall not be prohibited by any law Law. The waiting period (and any extension thereof) applicable to the transactions contemplated hereby under the HSR Act shall have been terminated or governmental order shall have expired, any investigation opened by means of a request for additional information or regulationotherwise shall have been terminated or closed and no action shall have been instituted by the United States Department of Justice or the FTC challenging or seeking to enjoin the consummation of this transaction, which action shall not have been withdrawn, terminated or finally resolved. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency Government Entity or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company Purchaser shall have received executed and delivered to the Company an executed agreement (Investor Questionnaire, in the form attached hereto as Appendix I, pursuant to which may be a counterpart signature to this Agreement) from the Purchaser shall provide information necessary to purchase, confirm the Purchaser’s status as an “accredited investor” (as such term is defined in accordance with this Agreement, Rule 501 promulgated under the number of Shares Securities Act) and Warrants set forth on Exhibit A opposite its name. (h) Simultaneously with or prior to the Closing, enable the Company shall have sold securities to third party purchasers, who are not acting in concert comply with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretionRegistration Rights Agreement.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Purchaser the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of each of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained made by the Purchaser herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of the Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 6.2(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Company. (c) Such Purchaser shall have performed all obligations and conditions herein required to be performed or observed by it the Purchaser on or prior to the Closing Date. (dc) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and or shall be pending. (ed) The sale of the Shares and the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effecteffect as of the Closing Date. (e) The Company shall have obtained all corporate approvals required by its officers, directors and shareholders necessary for the authorization, execution, performance and delivery of this Agreement and the consummation of the transactions contemplated hereby. (f) The Conversion Shares All instruments and Warrant Shares (i) corporate proceedings required to be obtained or made by the Purchaser prior to the Closing in connection with the consummation of the transactions contemplated by the Transaction Documents to be consummated at the Closing shall be designated for quotation or conditionally listed (subject satisfactory in form and substance to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National MarketCompany, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (counterpart originals, or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may be a counterpart signature to this Agreement) from the Purchaser to purchase, have reasonably requested in accordance connection with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its namesuch transactions. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to each of the Purchaser Purchasers the Shares and the Warrants Securities to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Companyby each Purchaser. (c) Such Each Purchaser shall have performed all obligations and conditions herein required to be performed or observed by it such Purchaser on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Shares and the Warrants Securities by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares Company shall have obtained on, or before, December 30, 2011, any and Warrant Shares all consents, permits, approvals, registrations and waivers (iincluding, without limitation, approval of the Proposal by its shareholders in accordance with applicable law and the applicable requirements of the NYSE Amex or AIM of the London Stock Exchange) necessary or appropriate for consummation of the purchase and sale of the Shares, Warrants and the consummation of the other transactions contemplated by the Operative Agreements, all of which shall be designated for quotation or conditionally listed (subject to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, in full force and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange.effect.. (g) The All instruments and corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the Company, and the Company shall have received an executed agreement (counterpart originals, or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may be a counterpart signature to this Agreement) from the Purchaser to purchase, have reasonably requested in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its nameconnection therewith. (h) Simultaneously with No stop order or prior to the Closingsuspension of trading shall have been imposed by NYSE Amex, the Company shall have sold securities London Stock Exchange, the SEC or any other governmental or regulatory body with respect to third party purchasers, who are not acting public trading in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretionCompany’s Common Stock.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Purchaser the Shares and the Warrants to be purchased by it each Purchaser at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser contained herein shall be true and correct on and as of the Closing Date with the same force and effect as though made in all respects on and as of the Closing Date. (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the CompanyCompany by such Purchaser. (c) Such Purchaser shall have performed all obligations and conditions herein required to be performed or observed complied with by it such Purchaser on or prior to the Closing Date, including but not limited to tendering its respective portion of the Aggregate Purchase Price. (d) No proceeding challenging this Agreement or the Transaction Documents, or the transactions contemplated herebyhereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency Governmental Authority or official and or shall be pendingpending against or involving such Purchaser. (e) The sale of the Shares and the issuance of the Warrants and the Warrant Shares by the Company shall not be prohibited by any law or law, rule, governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency Governmental Authority or of any other person Person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares and Warrant Shares (i) Such Purchaser shall be designated for quotation or conditionally listed (subject have delivered to the filing Company each of usual documentation) on the Toronto Stock Exchangea Form W-9 or Form W-8, (ii) shall be listed on the NASDAQ National Marketas applicable, and (iii) shall not have been suspended from trading on a completed an Investor Questionnaire in the NASDAQ National Market or the Toronto Stock Exchangeform of Exhibit B hereto. (g) The Company shall have received an executed agreement (which may be a counterpart signature to this Agreement) from the Purchaser to purchase, in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its name. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Purchaser the Shares and the Warrants to be purchased by it each Purchaser at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) Delivery of the purchase price of the Units to the Escrow Agent. (b) The representations and warranties contained herein of such Purchaser contained herein shall be true and correct on and as of the Closing Date with the same force and effect as though made in all respects on and as of the Closing Date. (bc) The Registration Rights Agreement shall have been executed and delivered by the Purchaser and delivered to the CompanyPurchasers. (cd) Such Each Purchaser shall have performed all obligations and conditions herein required to be performed or observed complied with by it such Purchaser on or prior to the Closing Date. (de) No proceeding challenging this Agreement the Transaction Documents, or the transactions contemplated herebyhereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and or shall be pendingpending against or involving such Purchaser. (ef) The sale of the Shares and the Warrants Securities by the Company shall not be prohibited by any law or law, rule, governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person Person with respect to any of the transactions contemplated hereby by such Purchaser shall have been duly obtained or made and shall be in full force and effect. (fg) The Conversion Shares All instruments and Warrant Shares (i) corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated by such Purchaser at the Closing shall be designated for quotation or conditionally listed (subject satisfactory in form and substance to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National MarketCompany, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (which may be a counterpart signature originals, or certified or other copies of all documents, including without limitation records of corporate or other proceedings, with respect to this Agreement) from the Purchaser to purchase, in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its name. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the such Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine which it may have reasonably requested in its sole discretionconnection therewith.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and Closing, to issue and sell to the each Purchaser the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):) at or before Closing: (a) The representations and warranties contained herein of such Purchaser that are qualified as to “materiality” shall be true and correct, and the representations and warranties contained herein of such Purchaser that are not so qualified shall be true and correct on in all material respects, in each case, as of the date of this Agreement and as of the Closing Date with the same force (except for such representations and effect as though warranties which are made on and expressly as of the Closing Datea specified date or period, which shall be true and correct or true and correct in all material respects, as herein above required, as of such specified date or period). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Company. (c) Such Purchaser shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (dc) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (ed) The sale of the Shares and the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby . (e) The Company shall have been duly obtained or made received this Agreement and shall the Registration Rights Agreement (which may be in full force and effecta counterpart signature) from the Purchasers. (f) The Conversion Shares and Warrant Shares (i) shall be designated No Purchaser nor any of its Affiliates nor any person acting on behalf of such Persons will have entered into for quotation or conditionally listed (subject a period of five days prior to the filing of usual documentation) on the Toronto Stock ExchangeClosing Date, any "short sale" (ii) shall be listed on the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchangeas such term is defined in Section 6.5 hereof). (g) The Company Purchasers shall have received an executed agreement (which may be a counterpart signature committed, pursuant to this Agreement) from the Purchaser terms and subject to purchase, the conditions contained in accordance with this Agreement, the number of to purchase Shares and Warrants set forth on Exhibit A opposite its name. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum amount of not less than one million five hundred thousand United States dollars (at least $1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion5.0 million.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to each of the Purchaser Purchasers the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Companyby each Purchaser. (c) Such Purchaser The Purchasers shall have performed all obligations and conditions herein required to be performed or observed by it the Purchasers on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Shares and the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares Each of the Purchasers shall have executed and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject delivered to the filing of usual documentation) on Company a Purchaser's Questionnaire, in the Toronto Stock Exchangeform attached hereto as Exhibit B, pursuant to which each such Purchaser shall provide information necessary to confirm each such Purchaser's status as an "accredited investor" (ii) shall be listed on as such term is defined in Rule 501 promulgated under the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock ExchangeSecurities Act)". (g) The Company Each of the other Purchasers shall have received an executed agreement (which may be a counterpart signature to this Agreement) from the Purchaser to purchasepurchased, in accordance with this Agreement, the number of Shares and Warrants shares of Common Stock set forth opposite its name under the heading "Number of Shares to be Purchased" on Exhibit A opposite its name.A. (h) Simultaneously All instruments and corporate proceedings in connection with or prior the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the ClosingCompany, and the Company shall have sold securities to third party purchasersreceived counterpart originals, who are not acting or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may have reasonably requested in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretionconnection therewith.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell the Shares to the Purchaser the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):) of the following conditions precedent: (a) The representations and warranties of the Purchaser contained herein of such Purchaser shall be true and correct in all respects on and as of the Closing Date with the same force date hereof and effect as though made on and as of the Closing Date. (b) The Registration Investor’s Rights Agreement shall have been executed and delivered by the Purchaser and delivered to the CompanyPurchaser. (c) Such The Purchaser shall have performed all obligations and conditions herein required to be performed or observed complied with by it the Purchaser on or prior to the Closing DateClosing. (d) No proceeding challenging this Agreement or the transactions contemplated herebychallenging, or seeking to prohibit, alter, prevent or materially delay delay, this Agreement or the ClosingTransaction Documents, or the transactions contemplated hereby or thereby, shall have been instituted before any court, arbitrator or governmental body, agency or official and or shall be pendingpending against or involving the Purchaser. (e) The sale of the Shares This Agreement and the Warrants by Transaction Documents, and the Company transactions contemplated hereby and thereby, shall not be prohibited by any law or law, rule, governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of or with any other person Person with respect to any of the transactions contemplated hereby and thereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (which may be a counterpart signature to this Agreement) from the Purchaser to purchase, in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its name. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Purchaser Investor the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser Investor shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of each Investor contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section. (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Company. (c) Such Purchaser Investor shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (dc) No suit, action or proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (ed) The sale of the Shares and the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (e) Such Investor shall have executed and delivered to the Company a Investor Questionnaire, in substantially the form attached hereto as Exhibit B, pursuant to which each such Investor shall provide information necessary to confirm each such Investor's status as a Qualified Institutional Buyer (as such term is defined in Rule 144A promulgated under the Securities Act). (f) The Conversion Shares and Warrant Shares (i) Company shall be designated for quotation or conditionally listed (subject to have received executed agreements from each of the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock ExchangeInvestors. (g) The Company shall have received an executed agreement (which may be a counterpart signature to this Agreement) from by wire transfer of immediate available funds the Purchaser to purchase, in accordance with this Agreement, full purchase price for the number of Shares and Warrants being purchased hereunder as set forth on Exhibit A opposite its namethe Signature Page. (h) Simultaneously with or prior to the ClosingInvestors shall have agreed, and the Company shall have sold securities accepted, pursuant to third party purchasersthe terms hereof, who are not acting to purchases of Shares by the Investors, in concert with the Purchaserone or more Closings, for an amount that equals or exceeds an aggregate minimum purchase of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion15,000,000.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to each of the Purchaser Purchasers those of the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 6.2(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Companyby each Purchaser. (c) Such Purchaser The Purchasers shall have performed all obligations and conditions herein required to be performed or observed by it the Purchasers on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Shares and the Warrants by the Company hereunder shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares All instruments and Warrant Shares (i) corporate proceedings of each Purchaser in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be designated for quotation or conditionally listed (subject satisfactory in form and substance to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National MarketCompany, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (counterpart originals, or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may be a counterpart signature to this Agreement) from the Purchaser to purchase, have reasonably requested in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its nameconnection therewith. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell deliver to the Purchaser MHH the Shares and the Warrants being acquired by MHH pursuant to be purchased by it at the Closing this Agreement is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser MHH shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of MHH contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Company. (c) Such Purchaser MHH shall have performed all obligations and conditions herein required to be performed or observed by it MHH on or prior to the Closing Date. (dc) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (ed) The sale issuance and receipt of the Shares and the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby hereby, shall have been duly obtained or made and shall be in full force and effect. (fe) The Conversion Shares All instruments and Warrant Shares (i) corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be designated for quotation or conditionally listed (subject satisfactory in form and substance to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National MarketCompany, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (counterpart originals, or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may be a counterpart signature to this Agreement) from the Purchaser to purchase, have reasonably requested in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its nameconnection therewith. (hf) Simultaneously with or prior to the Closing, The receipt by the Company shall have sold securities to third party purchasers, who are not acting in concert with of the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretionWritten Confirmation.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and Closing, to issue and sell to the each Purchaser the Shares to be purchased by it at the Closing and to issue to each Purchaser the Warrants to be purchased by issued to it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company): (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this SECTION 5.2(A)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Companyby each Purchaser. (c) Such Purchaser shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Shares by the Company and the issuance of the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares Such Purchaser shall have executed and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject delivered to the filing of usual documentation) on Company a Investor Questionnaire, in substantially the Toronto Stock Exchangeform attached hereto as EXHIBIT C, pursuant to which each such Purchaser shall provide information necessary to confirm each such Purchaser's status as an "accredited investor" (ii) shall be listed on as such term is defined in Rule 501 promulgated under the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock ExchangeSecurities Act). (g) The Company shall have received an executed agreement (which may be a counterpart signature to this Agreement) agreements from each of the Purchaser Purchasers to purchase, in accordance with this Agreement, the number of Shares and Warrants shares of Common Stock set forth on Exhibit EXHIBIT A opposite its namename under the heading "Number of Shares to be Purchased." (h) Simultaneously All instruments and corporate proceedings in connection with or prior the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the ClosingCompany, and the Company shall have sold securities received counterpart originals, or certified or other copies of all documents, including, without limitation, records of corporate or other proceedings, which it may have reasonably requested in connection therewith. (i) Purchasers shall have committed, pursuant to third party purchasersthe terms hereof, who are not acting in concert to purchase an aggregate of at least two million (2,000,000) Shares. (j) Each of EGS Private Healthcare Partnership, L.P. and EGS Private Healthcare Counterpart L.P. shall have converted the outstanding principal and unpaid interest on its respective Bridge Note issued by the Company to it on December 30, 2002 into Shares simultaneously with the Purchaser, for an aggregate minimum sale of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold the other Shares to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretionPurchasers.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to each of the Purchaser Purchasers the Shares and the Warrants Securities to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated herein to be consummated on or prior to the Closing Date, all of which shall be in full force and effect. (c) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Companyby each Purchaser. (cd) Such Purchaser The Purchasers shall have performed all obligations and conditions herein required to be performed or observed by it the Purchasers on or prior to the Closing Date. (de) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (ef) The sale of the Shares and the Warrants Securities by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company Each of the other Purchasers shall have received an executed agreement (which may be a counterpart signature to this Agreement) from the Purchaser to purchasepurchased, in accordance with this Agreement, the number of Shares and Warrants Units set forth on Exhibit A opposite its namename under the heading “Number of Securities to be Purchased.” (h) Simultaneously All instruments and corporate proceedings in connection with or prior the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretionCompany.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the each Purchaser the Shares and the Warrants Securities to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser contained herein shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Companyby each Purchaser. (c) Such Each Purchaser shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it the Purchasers on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Shares and the Warrants Securities by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares and Warrant Shares (i) Purchasers shall be designated have executed the Agreement for quotation or conditionally listed (subject to the filing purchase of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Marketat least $25 million of Securities, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company each Purchaser shall have received an executed agreement (which may be a counterpart signature to this Agreement) from the Purchaser to purchasepurchased, in accordance with this Agreement, the number of Shares and Warrants set forth opposite his, her or its name on Exhibit A opposite its name. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.A.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing transactions to be consummated at the Closing, and to issue and sell to the each Purchaser the Shares and the Warrants Bonds to be purchased by it at the Closing pursuant to this Agreement, is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such each Purchaser shall be true and correct on and as of the Closing Date Date, with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of such Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Company. (c) Such Purchaser shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it such Purchaser on or prior to the Closing Date. (c) The Company shall have received a certificate, dated the Closing Date, on behalf of each Purchaser, signed by an officer thereof, certifying on behalf of each Purchaser that the conditions specified in the foregoing Sections 8.2(a) and (b) have been fulfilled. (d) No proceeding challenging this Agreement or The sale of the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay Bonds by the Closing, Company shall not have been instituted before prohibited or enjoined by any court, arbitrator law or governmental body, agency or official court order or regulation and no proceeding by any Governmental Authority seeking the same shall be pending. (e) The sale Resolutions shall have been approved by the Required Shareholder Vote. (f) The note d’opération relating to the admission to trading of the Shares and issuable upon conversion of the Warrants by Bonds, to the extent required, shall have received a visa from the AMF. (g) Each of the Purchasers shall have delivered to the Company a duly signed instrument (bulletin de souscription), dated the Closing Date, in the form attached as Exhibit N hereto evidencing their subscription to the Bonds in the proportions set forth in Exhibit A hereto and shall not be prohibited by any law or governmental order or regulation. have tendered the purchase price therefor on the Closing Date. (h) All necessary consents, approvalspermits and waivers of Governmental Authorities (including competition authorities, licenses, permits, orders but other than approval under the HSR Act needed to convert the Bonds to Shares) and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person third parties which are required to be obtained by such Purchaser in connection with respect to any the consummation of the transactions contemplated hereby by this Agreement shall have been duly obtained or made and shall be in full force and effect, and no such approval, consent, permit or waiver of any Governmental Authority or such other third party shall contain any term or condition that is unduly burdensome to the Company. (f) The Conversion Shares and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (which may be a counterpart signature to this Agreement) from the Purchaser Purchasers’ U.S. counsel, Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, an opinion, dated the Closing Date, to purchase, in accordance with this Agreement, the number of Shares and Warrants effect set forth on in Exhibit A opposite its name. (h) Simultaneously with or prior O, and from the Purchasers’ French counsel, Bxxxxx Prat, an opinion, dated the Closing Date, to the Closing, the Company shall have sold securities to third party purchasers, who are not acting effect set forth in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.Exhibit P.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company Company’s obligations to consummate the Closing and to issue and sell to the Purchaser the Shares and the Warrants to shall be purchased by it at the Closing is subject to the satisfaction (or waiver) of the following conditions precedent (or waiver by the Company):conditions: (a) a. The representations and warranties of the Purchaser contained herein in Article IV of such Purchaser this Agreement shall be true and correct on and as of the Closing Date with the same force (or, if made as of a specified date, as of such other date) in all material respects (except for such representations and effect warranties that are qualified as to materiality or Material Adverse Effect, which shall be true in all respects) as though such representations and warranties were made on at and as of the Closing Date.such date; (b) b. The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Company. (c) Such Purchaser shall have performed and complied in all obligations material respects with all agreements, covenants and conditions herein contained in this Agreement which are required to be performed or observed complied with by it on or the Purchaser prior to or on the Closing Date.; (d) c. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending.; (e) d. The sale purchase of and payment for the Shares and the Warrants by the Company Purchasers shall not be prohibited by any law or governmental order or regulation. All necessary , and the Company shall have obtained any and all consents, permits, approvals, licensesregistrations and waivers necessary or appropriate for consummation of the purchase and sale of the Shares and the consummation of the other transactions contemplated herein to be consummated on or prior to the Closing Date, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or including the receipt of any other person with respect to and all consents required under any material contracts of the transactions contemplated hereby shall have been duly obtained or made Company and any and all required shareholder and regulatory approvals (including any required approvals in accordance with NASDAQ Marketplace Rules including Rules 4350(i) and 4351), all of which shall be in full force and effect.; (f) The Conversion Shares and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) e. The Company shall have received an executed agreement a certificate, dated the Closing Date, signed by a duly authorized representative of the Purchaser, certifying that the conditions specified in the foregoing Sections 6.02(a) – (which may be a counterpart signature to this c) hereof have been fulfilled; f. The definitive agreements for the Construction Debt Financing (as defined in the LLC Agreement) from shall have been executed and the Purchaser conditions to purchaseclosing (other than closing under the Transaction Agreements) set forth in such agreements shall have been satisfied, and the initial funding thereunder shall occur before or simultaneously with the Closing; and g. All instruments and proceedings to be taken in accordance connection with the transactions contemplated by this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its name. (h) Simultaneously with or prior all documents incident thereto, shall be reasonably satisfactory in form and substance to the ClosingCompany and its counsel, the Company shall have sold securities to third party purchasersSchuchat, who are not acting in concert with the PurchaserXxxxxx & Xxxxxxx, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretionLLC.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to each of the Purchaser Purchasers the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Companyby each Purchaser. (c) Such Purchaser The Purchasers shall have performed all obligations and conditions herein required to be performed or observed by it the Purchasers on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Shares and the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares All instruments and Warrant Shares (i) corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be designated for quotation or conditionally listed (subject satisfactory in form and substance to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National MarketCompany, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (counterpart originals, or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may be a counterpart signature to this Agreement) from the Purchaser to purchase, have reasonably requested in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its nameconnection therewith. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell the Second Issued Note to the Purchaser the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties of the Purchaser contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made in all respects on and as of the Closing Date. (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Company. (c) Such Purchaser shall have performed all obligations and conditions herein required to be performed or observed complied with by it the Purchaser on or prior to the Closing Date. (dc) No proceeding challenging this Agreement or the Loan Documents, or the transactions contemplated herebyhereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and or shall be pendingpending against or involving the Purchaser. (ed) The sale of the Shares and the Warrants Second Issued Note by the Company shall not be prohibited by any law or law, rule, governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person Person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (fe) The Conversion Shares All instruments and Warrant Shares (i) corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be designated for quotation or conditionally listed (subject satisfactory in form and substance to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National MarketCompany, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (counterpart originals, or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may be a counterpart signature to this Agreement) from the Purchaser to purchase, have reasonably requested in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its nameconnection therewith. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to each of the Purchaser Purchasers the Shares and the Warrants Units to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Units and the consummation of the other transactions contemplated herein to be consummated on or prior to the Closing Date, all of which shall be in full force and effect. (c) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Companyby each Purchaser. (cd) Such Purchaser The Purchasers shall have performed all obligations and conditions herein required to be performed or observed by it the Purchasers on or prior to the Closing Date. (de) No proceeding challenging this Agreement There shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions contemplated hereby, provided for herein or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall of them not be pendingconsummated as herein provided. (ef) The sale of the Shares and the Warrants Units by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (fg) The Conversion Shares Each of the Purchasers shall have executed and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject delivered to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (which may be a counterpart signature to this Agreement) from the Purchaser to purchaseInvestor Questionnaire, in accordance the form attached hereto as Appendix I, pursuant to which each such Purchaser shall provide information necessary to confirm each such Purchaser’s status as an “accredited investor” (as such term is defined in Rule 501 promulgated under the Securities Act) and to enable the Company to comply with this the Registration Rights Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its name. (h) Simultaneously [intentionally omitted] (i) All instruments and corporate proceedings in connection with or prior the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the ClosingCompany, and the Company shall have sold securities to third party purchasersreceived counterpart originals, who are not acting or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may have reasonably requested in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretionconnection therewith.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to each of the Purchaser Purchasers the Shares and the Warrants Securities to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Companyby each Purchaser. (c) Such Each Purchaser shall have performed all obligations and conditions herein required to be performed or observed by it such Purchaser on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Shares and the Warrants Securities by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person Person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares Each such Purchaser shall have executed and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject delivered to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (which may be a counterpart signature to this Agreement) from the Purchaser to purchaseInvestor Questionnaire, in accordance with this Agreementthe form attached hereto as Appendix I, pursuant to which such Purchaser shall provide information necessary to confirm each such Purchaser’s status as an "accredited investor" (as such term is defined in Rule 501 promulgated under the number of Shares Securities Act) and Warrants set forth on Exhibit A opposite its name. (h) Simultaneously with or prior to the Closing, enable the Company shall have sold securities to third party purchasers, who are not acting in concert comply with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretionRegistration Rights Agreement.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and Closing, to issue and sell to the each Purchaser the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company): (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Companyby each Purchaser. (c) Such Purchaser shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Shares and the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permitsPermits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares Such Purchaser shall have executed and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject delivered to the filing of usual documentation) on Company an executed Investor Questionnaire, in substantially the Toronto Stock Exchangeform attached hereto as Exhibit C, pursuant to which each such Purchaser shall provide information necessary to confirm each such Purchaser's status as an "ACCREDITED INVESTOR" (ii) shall be listed on as such term is defined in Rule 501 promulgated under the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock ExchangeSecurities Act). (g) The Company shall have received an executed agreement agreements (which may be a counterpart signature to this Agreement) from each of the Purchaser Purchasers to purchase, in accordance with this Agreement, the number of Shares and Warrants shares of Common Stock set forth on Exhibit A opposite its namename under the heading "NUMBER OF SHARES TO BE PURCHASED." (h) Simultaneously All instruments and corporate proceedings in connection with or prior the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the ClosingCompany, and the Company shall have sold securities received counterpart originals, or certified or other copies of all documents, including, without limitation, records of corporate or other proceedings, which it may have reasonably requested in connection therewith. (i) No Purchaser nor any of its Affiliates nor any person acting on behalf of such Persons will have entered into for a period of five (5) days prior to third party purchasersthe Closing Date, who are not acting any "short sale" (as such term is defined in concert with Rule 3b-3 under the PurchaserSecurities Exchange Act of 1934, for as amended). (j) Purchasers shall have committed, pursuant to the terms hereof, to purchase an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretionat least 1,000,000 Shares.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Purchaser Notes and the Shares and the Warrants to be purchased by it any Purchaser at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) a. The representations and warranties contained herein of such Purchaser contained herein shall be true and correct on and as of the Closing Date with the same force and effect as though made in all respects on and as of the Closing Date. (b) b. The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Companyby such Purchaser. (c) c. Such Purchaser shall have performed all obligations and conditions herein required to be performed or observed complied with by it such Purchaser on or prior to the Closing Date. (d) d. No proceeding challenging this Agreement or the Transaction Documents, or the transactions contemplated herebyhereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and or shall be pendingpending against or involving such Purchaser. (e) e. The sale of the Shares Notes (and the Warrants issuance of the Conversion Shares) and the issuance of the Shares by the Company shall not be prohibited by any law or law, rule, governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person Person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares f. All instruments and Warrant Shares (i) corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be designated for quotation or conditionally listed (subject satisfactory in form and substance to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National MarketCompany, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (counterpart originals, or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may be a counterpart signature to this Agreement) from the Purchaser to purchase, have reasonably requested in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its nameconnection therewith. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and Closing, to issue and sell to the Purchaser the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company): (a) The representations and warranties contained herein of such the Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of the Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Company. (c) Such Purchaser shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (dc) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (ed) The sale of the Shares and the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (fe) The Conversion Shares All instruments and Warrant Shares (i) corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be designated for quotation or conditionally listed (subject satisfactory in form and substance to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National MarketCompany, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (counterpart originals, or certified or other copies of all documents, including, without limitation, records of corporate or other proceedings, which it may be a counterpart signature to this Agreement) from the Purchaser to purchase, have reasonably requested in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its nameconnection therewith. (hf) Simultaneously with or Neither the Purchaser nor any of its Affiliates nor any person acting on behalf of such Persons will have entered into for a period of five days prior to the ClosingClosing Date, the Company shall have sold securities to third party purchasers, who are not acting any "short sale" (as such term is defined in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USDSection 6.5 hereof). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to each of the Purchaser Purchasers the Shares and the Warrants Securities to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Companyby each Purchaser. (c) Such Purchaser The Purchasers shall have performed all obligations and conditions herein required to be performed or observed by it the Purchasers on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Shares and the Warrants Securities by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares Each of the Purchasers shall have executed and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject delivered to the filing of usual documentationCompany an Investor Questionnaire, in the form attached hereto as Appendix I, pursuant to which each such Purchaser shall provide information necessary to confirm each such Purchaser’s status as an “accredited investor” (as such term is defined in Rule 501 promulgated under the Securities Act) on and to enable the Toronto Stock Exchange, (ii) shall be listed on Company to comply with the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock ExchangeRegistration Rights Agreement. (g) The Company Each of the other Purchasers shall have received an executed agreement (which may be a counterpart signature to this Agreement) from the Purchaser to purchasepurchased, in accordance with this Agreement, the number of Shares and Warrants shares of Common Stock set forth opposite its name under the heading “Number of Shares to be Purchased” on Exhibit A opposite its name.A. (h) Simultaneously All instruments and corporate proceedings in connection with or prior the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the ClosingCompany, and the Company shall have sold securities to third party purchasersreceived counterpart originals, who are not acting or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may have reasonably requested in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretionconnection therewith.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell the Note to the Purchaser the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties of the Purchaser contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made in all respects on and as of the Closing Date. (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Company. (c) Such Purchaser shall have performed all obligations and conditions herein required to be performed or observed complied with by it the Purchaser on or prior to the Closing Date. (dc) No proceeding challenging this Agreement or the Loan Documents, or the transactions contemplated herebyhereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and or shall be pendingpending against or involving the Purchaser. (ed) The sale of the Shares and the Warrants Note by the Company shall not be prohibited by any law or law, rule, governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person Person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (fe) The Conversion Shares All instruments and Warrant Shares (i) corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be designated for quotation or conditionally listed (subject satisfactory in form and substance to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National MarketCompany, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (counterpart originals, or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may be a counterpart signature to this Agreement) from the Purchaser to purchase, have reasonably requested in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its nameconnection therewith. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and Closing, to issue and sell to the each Purchaser the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company): (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Company. (c) Such Purchaser shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (dc) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (ed) The sale of the Shares by the Company and the issuance of the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (ge) The Company shall have received an executed agreement (which may be a counterpart signature to this Agreement) agreements from each of the Purchaser Purchasers to purchase, in accordance with this Agreement, the number of Shares and Warrants shares of Common Stock set forth on Exhibit A opposite its namename under the heading "Number of Shares to be Purchased." (hf) Simultaneously All instruments and corporate proceedings in connection with or prior the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the ClosingCompany, and the Company shall have sold securities to third party purchasersreceived counterpart originals, who are not acting or certified or other copies of all documents, including, without limitation, records of corporate or other proceedings, which it may have reasonably requested in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretionconnection therewith.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to each of the Purchaser Purchasers the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Companyby each Purchaser. (c) Such Purchaser The Purchasers shall have performed all obligations and conditions herein required to be performed or observed by it the Purchasers on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Shares and the Warrants Securities by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Purchasers shall have delivered a minimum of $18.2 million of the aggregate purchase price for all of the Shares and Warrant Shares (i) shall the Warrants to be purchased hereunder into the designated escrow account established for quotation or conditionally listed (subject to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock ExchangeClosing. (g) The All instruments and corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the Company, and the Company shall have received an executed agreement (counterpart originals, or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may be a counterpart signature to this Agreement) from the Purchaser to purchase, have reasonably requested in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its nameconnection therewith. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Purchaser the Shares and the Warrants to be purchased by it each Purchaser at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser contained herein shall be true and correct on and as of the Closing Date with the same force and effect as though made in all respects on and as of the Closing Date. (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Companyby such Purchaser. (c) Such Purchaser shall have performed all obligations and conditions herein required to be performed or observed complied with by it such Purchaser on or prior to the Closing Date, including but not limited to tendering its respective portion of the Aggregate Purchase Price. (d) No proceeding challenging this Agreement or the Transaction Documents, or the transactions contemplated herebyhereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency Governmental Authority or official and or shall be pendingpending against or involving such Purchaser. (e) The sale of the Shares and the issuance of the Warrants and the Warrant Shares by the Company shall not be prohibited by any law or law, rule, governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency Governmental Authority or of any other person Person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares and Warrant Shares (i) Such Purchaser shall be designated for quotation or conditionally listed (subject have delivered to the filing Company each of usual documentation) on the Toronto Stock Exchangea Form W-9 or Form W-8, (ii) shall be listed on the NASDAQ National Marketas applicable, and (iii) shall not have been suspended from trading on a completed Investor Questionnaire in the NASDAQ National Market or the Toronto Stock Exchangeform of Exhibit B hereto. (g) The Company shall have received an executed agreement (which may be a counterpart signature to this Agreement) from the Purchaser to purchase, in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its name. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Purchaser each Investor the Shares and the Warrants to be purchased by it at the applicable Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser Investor shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of such Investor contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.3(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Companyby such Investor. (c) Such Purchaser Investor shall have completed, executed and delivered the Securities Delivery Instructions. (d) Such Investor shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it such Investor on or prior to the Closing Date. (de) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (ef) The sale of the Shares and the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The All instruments and corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the Company, and the Company shall have received an copies (executed agreement (which or certified, as may be a counterpart signature to this Agreementappropriate) from the Purchaser to purchase, in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its name. (h) Simultaneously with or prior to the Closing, all documents which the Company shall may have sold securities to third party purchasers, who are not acting reasonably requested in concert connection with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretiontransactions.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing transactions to be consummated at the Closing, and to issue and sell to the Purchaser Purchasers the Shares and the Warrants pursuant to be purchased by it at the Closing this Agreement, is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations the Certificate of Designations shall have been filed with and warranties contained herein accepted by the Secretary of such Purchaser shall be true and correct on and as State of the Closing Date with the same force and effect as though made on and as State of the Closing Date.Delaware; (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Company. (c) Such Purchaser Purchasers shall have performed and complied in all obligations material respects with all of the covenants and conditions herein agreements contained in this Agreement that are required to be performed or observed complied with by it on or prior to the Closing Date.Dates; (c) the representations and warranties of each of the Purchasers contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties that are qualified by materiality or by Purchaser Adverse Effect, which, in each case, shall be true and correct in all respects) as of the Closing Date (except in the case of representations and warranties that are made as of a specified date, which shall be true and correct in all respects as of such specified date); (d) No proceeding challenging this Agreement or each of the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, Purchasers shall have delivered to the Company a separate certificate, dated the Closing Date and executed by a duly authorized officer of such Purchaser, to the effect that the conditions set forth in Sections 6.2(b) and (c) have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending.satisfied; and (e) The sale the consummation of the Shares and the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, and (iii) Closing shall not have been suspended from trading on enjoined or prohibited by applicable Law and no proceeding by any Governmental Entity challenging the NASDAQ National Market or transactions contemplated by this Agreement and the Toronto Stock Exchange. (g) The Company Certificate of Designations shall have received an executed agreement (which may be a counterpart signature to this Agreement) from the Purchaser to purchase, in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its namebeen initiated or threatened. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Purchaser the Shares and the Warrants to be purchased by it each Purchaser at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser contained herein shall be true and correct in all respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Companyby such Purchaser. (c) Such Purchaser shall have performed all obligations and conditions herein required to be performed or observed complied with by it such Purchaser on or prior to the Closing Date, including but not limited to tendering its entire portion of the Aggregate Purchase Price. (d) No proceeding challenging this Agreement or the Transaction Documents, or the transactions contemplated herebyhereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and or shall be pendingpending against or involving such Purchaser. (e) The sale of the Shares and the issuance of the Warrants by the Company shall not be prohibited by any law or law, rule, governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person Person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares and Warrant Shares (i) Such Purchaser shall be designated for quotation or conditionally listed (subject have delivered to the filing Company each of usual documentation) on the Toronto Stock Exchangea Form W-9 or Form W-8, (ii) shall be listed on the NASDAQ National Marketas applicable, and (iii) shall not have been suspended from trading on a completed Investor Questionnaire in the NASDAQ National Market or the Toronto Stock Exchangeform of Exhibit B hereto. (g) The Company Aggregate Purchase Price shall have received an executed agreement (which may be a counterpart signature to this Agreement) from the Purchaser to purchase, in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its name. (h) Simultaneously with or prior been tendered to the Closing, Company in payment for the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretionShares hereunder.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to each of the Purchaser Purchasers severally, the Shares and the Warrants Units to be purchased by it at the Closing is subject to the satisfaction (or waiver of the Company) of the following conditions precedent (or waiver by the Company):as to each Purchaser: (a) The representations and warranties contained herein of such Purchaser contained herein shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein (other than any representation or warranty contained in Sections 4.3, 4.4, 4.5, 4.6 or 4.7) which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a). (b) The Registration Rights Admission shall have occurred and the U.K. Placing Agreement shall have become unconditional and shall not have been executed by the Purchaser and delivered to the Companyterminated in accordance with its terms. (c) The gross proceeds to be realized by the Company from the Closing of the sale of the Units pursuant to this Agreement shall be at least £3.5 million. (d) The Company’s stockholders shall have approved at the EGM the issuance of the Units to be sold pursuant to this Agreement and the U.K. Placing and U.K. Open Offer. (e) Such Purchaser shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (df) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official of competent jurisdiction and shall be pending. (eg) The sale of the Shares and the Warrants Units by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby . (h) Such Purchaser shall have been duly obtained or made executed and delivered to the Company a Purchaser’s Questionnaire, in the form attached hereto as Exhibit B, pursuant to which each such Purchaser shall provide information necessary to confirm each such Purchaser’s status as an “accredited investor” (as such term is defined in Rule 501 promulgated under the Securities Act). (i) Such Purchaser shall have paid to the Escrow Agent, and the Escrow Agent shall be in full force and effect. (f) The Conversion Shares and Warrant Shares (i) shall possession of, the purchase price for the Units to be designated for quotation or conditionally listed (subject to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (which may be a counterpart signature to this Agreement) from the Purchaser to purchase, purchased by it in accordance with this Agreement, and the number Escrow Agent shall have confirmed that it is prepared to transfer such amount to the Company subject only to satisfaction of Shares and Warrants set forth on Exhibit A opposite its namethe receipt of the certificates provided in Section 2.2.3(c) hereof. (hj) Simultaneously All instruments and corporate proceedings in connection with or prior the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the ClosingCompany, and the Company shall have sold securities to third party purchasersreceived counterpart originals, who are not acting or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may have reasonably requested in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretionconnection therewith.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Purchaser the Shares and the Warrants Warrant to be purchased by it the Purchaser at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties of the Purchaser contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made in all respects on and as of the Closing Date. (b) The Registration Rights Agreement shall have been executed and delivered by the Purchaser and delivered to the CompanyPurchaser. (c) Such The Purchaser shall have performed all obligations and conditions herein required to be performed or observed complied with by it the Purchaser on or prior to the Closing Date. (d) No proceeding challenging this Agreement the Transaction Documents, or the transactions contemplated herebyhereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and or shall be pendingpending against or involving the Purchaser. (e) The sale of the Shares and the Warrants Securities by the Company shall not be prohibited by any law or law, rule, governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person Person with respect to any of the transactions contemplated hereby by the Purchaser shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares All instruments and Warrant Shares (i) corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated by the Purchaser at the Closing shall be designated for quotation or conditionally listed (subject satisfactory in form and substance to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National MarketCompany, and (iii) the Company shall not have been suspended from trading on received counterpart originals, or certified or other copies of all documents, including without limitation records of corporate or other proceedings, with respect to the NASDAQ National Market or the Toronto Stock ExchangePurchaser, which it may have reasonably requested in connection therewith. (g) The Company shall have received an executed agreement (which may be a counterpart signature to this Agreement) from the Purchaser to purchase, in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its name. (h) Simultaneously with or prior Prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD)63,000,000 and an aggregate maximum of $74,000,000. The Such securities sold to any such third party purchasers shall be sold on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to each of the Purchaser Purchasers the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Companyby each Purchaser. (c) Such Purchaser The Purchasers shall have performed all obligations and conditions herein required to be performed or observed by it the Purchasers on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Shares and the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares Each of the Purchasers shall have executed and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject delivered to the filing of usual documentationCompany a Purchaser’s Questionnaire, in the form attached hereto as Exhibit B, pursuant to which each such Purchaser shall provide information necessary to confirm each such Purchaser’s status as an “accredited investor” (as such term is defined in Rule 501 promulgated under the Securities Act) on and to enable the Toronto Stock Exchange, (ii) shall be listed on Company to comply with the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock ExchangeRegistration Rights Agreement. (g) The Company Each of the other Purchasers shall have received an executed agreement (which may be a counterpart signature to this Agreement) from delivered the Purchaser to purchasepurchase price, in accordance with this Agreement, for the number of Shares and Warrants shares of Common Stock set forth on Exhibit A opposite its namename under the heading “Number of Shares to be Purchased”. (h) Simultaneously All instruments and corporate proceedings in connection with or prior the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the ClosingCompany, and the Company shall have sold securities to third party purchasersreceived counterpart originals, who are not acting or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may have reasonably requested in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretionconnection therewith.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to each of the Purchaser Purchasers the Shares and the Warrants Securities to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Companyby each Purchaser. (c) Such Purchaser Each Purchasers shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it the Purchasers on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Shares and the Warrants Securities by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares Each of the Purchasers shall have executed and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject delivered to the filing of usual documentationCompany an Investor Questionnaire, in the form attached hereto as Appendix I, pursuant to which each such Purchaser shall provide information necessary to confirm each such Purchaser’s status as an “accredited investor” (as such term is defined in Rule 501 promulgated under the Securities Act) on and to enable the Toronto Stock Exchange, (ii) shall be listed on Company to comply with the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock ExchangeRegistration Rights Agreement. (g) The Company Each of the other Purchasers shall have received an executed agreement (which may be a counterpart signature to this Agreement) from the Purchaser to purchasepurchased, in accordance with this Agreement, the number of shares of Common Stock set forth opposite its name under the heading “Number of Shares to be Purchased” and the number of Warrants set forth opposite its name on Exhibit A opposite its name.A. (h) Simultaneously All instruments and corporate proceedings in connection with or prior the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the ClosingCompany, and the Company shall have sold securities to third party purchasersreceived counterpart originals, who are not acting or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may have reasonably requested in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretionconnection therewith.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to each of the Purchaser Purchasers the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Company. (c) Such Purchaser Purchasers shall have performed all obligations and conditions herein required to be performed or observed by it the Purchasers on or prior to the Closing Date. (dc) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (ed) The sale of the Shares and the Warrants Securities by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effecteffect (except for the filing of a Form D and related blue sky law filings which will be timely filed after the Closing Date). (fe) The Conversion Shares All instruments and Warrant Shares (i) corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be designated for quotation or conditionally listed (subject satisfactory in form and substance to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National MarketCompany, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (counterpart originals, or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may be a counterpart signature to this Agreement) from the Purchaser to purchase, have reasonably requested in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its nameconnection therewith. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the each Purchaser the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company): (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Companyby each Purchaser. (c) Such Purchaser shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Shares and the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares Such Purchaser shall have executed and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject delivered to the filing of usual documentation) on Company a Investor Questionnaire, in substantially the Toronto Stock Exchangeform attached hereto as Exhibit C, pursuant to which each such Purchaser shall provide information necessary to confirm each such Purchaser's status as an "accredited investor" (ii) shall be listed on as such term is defined in Rule 501 promulgated under the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock ExchangeSecurities Act). (g) The Company shall have received an executed agreement (which may be a counterpart signature to this Agreement) agreements from each of the Purchaser Purchasers to purchase, in accordance with this Agreement, the number of Shares and Warrants shares of Common Stock set forth on Exhibit A opposite its namename under the heading "Number of Shares to be Purchased." (h) Simultaneously All instruments and corporate proceedings in connection with or prior the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the ClosingCompany, and the Company shall have sold securities received counterpart originals, or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may have reasonably requested in connection therewith. (i) Purchasers shall have committed, pursuant to third party purchasersthe terms hereof, who are not acting in concert with the Purchaser, for to purchase an aggregate minimum of not less than one at least four million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion4,000,000) Shares.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the each Closing and to issue and sell to the Purchaser the Shares and the Warrants to BSC to be purchased by it at the such Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser BSC shall be true and correct in all material respects on and as of the such Closing Date with the same force and effect as though made on and as of the such Closing Date. (b) The Each of the Registration Rights Agreement and the License Agreement shall have been executed by the Purchaser and delivered to by BSC and shall be in full force and effect. BSC shall not be in material breach of this Agreement or the CompanyRegistration Rights Agreement as of such Closing Date, nor shall the License Agreement have been terminated (except as provided in Section 2.3 above) pursuant its terms as of such Closing Date. (c) Such Purchaser BSC shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the such Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the such Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Shares and the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares All instruments and Warrant Shares (i) corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at such Closing shall be designated for quotation or conditionally listed (subject satisfactory in form and substance to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National MarketCompany, and the Company shall have received copies (iiiexecuted or certified, as may be appropriate) shall not of all documents which the Company may have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchangereasonably requested in connection with such transactions. (g) The Company shall have received an executed agreement (which may be a counterpart signature to this Agreement) from obtained any and all necessary stockholder approval required by the Purchaser to purchase, in accordance with this Agreement, rules and regulations of the number Nasdaq Stock Market for the issuance of the Shares and Warrants set forth on Exhibit A opposite its nameat such Closing. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Purchaser the Shares and the Warrants to be purchased by it each Purchaser at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser contained herein shall be true and correct on and as of the Closing Date with the same force and effect as though made in all respects on and as of the Closing Date. (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the CompanyCompany by such Purchaser. (c) Such Purchaser shall have performed all obligations and conditions herein required to be performed or observed complied with by it such Purchaser on or prior to the Closing Date, including but not limited to tendering its respective portion of the Aggregate Purchase Price. (d) No proceeding challenging this Agreement Agreement, the Warrants or the Registration Rights Agreement, or the transactions contemplated herebyhereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency Governmental Authority or official and or shall be pendingpending against or involving such Purchaser. (e) The sale of the Shares and the Warrants by the Company shall not be prohibited by any law or law, rule, governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency Governmental Authority or of any other person Person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares and Warrant Shares (i) Such Purchaser shall be designated for quotation or conditionally listed (subject have delivered to the filing Company a completed Investor Questionnaire in the form of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (which may be a counterpart signature to this Agreement) from the Purchaser to purchase, in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its namehereto. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing transactions to be consummated at the Closing, and to issue and sell to the each Purchaser the Shares and the Warrants Notes to be purchased by it at the Closing pursuant to this Agreement, is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such each Purchaser shall be true and correct on and as of the Closing Date Date, with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of a Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Company. (c) Such Each Purchaser shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it such Purchaser on or prior to the Closing Date. (c) The Company shall have received a certificate, dated the Closing Date, on behalf of each Purchaser, signed by an officer thereof, certifying on behalf of each Purchaser that the conditions specified in the foregoing Sections 6.2(a) and (b) have been fulfilled. (d) No proceeding challenging this Agreement The purchase of and payment for the Notes by each Purchaser shall not be prohibited or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before enjoined by any court, arbitrator law or governmental body, agency or official and shall be pendingcourt order or regulation. (e) The sale of the Shares and the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby Trustee shall have been duly obtained or made executed and shall be in full force and effectdelivered the Indenture. (f) The Conversion Shares Each Purchaser shall have executed and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject to delivered the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock ExchangeRegistration Rights Agreement. (g) The Company shall have received an executed agreement (which may be a counterpart signature on the date of this Agreement signed copies of the Confirmations Relating to this Agreement) the Bond Hedge and Warrant Transactions from the Purchaser to purchase, in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its namecounterparties thereto. (h) Simultaneously with or prior to the Closing, the The Company shall have sold securities to third party purchasersreceived from each Purchaser an IRS Form W-9, who are not acting in concert with W-8BEN or W-8IMY, as appropriate, duly executed by an officer of the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to each of the Purchaser Purchasers the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Companyby each Purchaser. (c) Such Purchaser The Purchasers shall have performed all obligations and conditions herein required to be performed or observed by it the Purchasers on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Shares and the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares Each of the Purchasers shall have executed and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject delivered to the filing of usual documentationCompany a Purchaser’s Questionnaire, in the form attached hereto as Exhibit C, pursuant to which each such Purchaser shall provide information necessary to confirm each such Purchaser’s status as an “accredited investor” (as such term is defined in Rule 501 promulgated under the Securities Act) on and to enable the Toronto Stock Exchange, (ii) shall be listed on Company to comply with the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock ExchangeRegistration Rights Agreement. (g) The Company Each of the other Purchasers shall have received an executed agreement (which may be a counterpart signature to this Agreement) from the Purchaser to purchasepurchased, in accordance with this Agreement, the number of Shares and Warrants shares of Common Stock set forth opposite its name under the heading “Number of Shares to be Purchased” on Exhibit A opposite its namehereto. (h) Simultaneously All instruments and corporate proceedings in connection with or prior the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the ClosingCompany, and the Company shall have sold securities to third party purchasersreceived counterpart originals, who are not acting or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may have reasonably requested in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretionconnection therewith.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the each Purchaser the Shares and the Warrants Securities to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser contained herein shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Companyby each Purchaser. (c) Such Each Purchaser shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it the Purchasers on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Shares and the Warrants Securities by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (which may be a counterpart signature to this Agreement) from the Purchaser to purchase, in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its name. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to each of the Purchaser Purchasers the Shares and the Warrants Securities to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement and respective Warrant shall have been executed by the Purchaser and delivered to the Companyby each Purchaser. (c) Such Each Purchaser shall have performed all obligations and conditions herein required to be performed or observed by it such Purchaser on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Shares and the Warrants Securities by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares Each such Purchaser shall have executed and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject delivered to the filing of usual documentationCompany an Investor Questionnaire, in the form attached hereto as Appendix I, pursuant to which such Purchaser shall provide information necessary to confirm each such Purchaser’s status as an “accredited investor” (as such term is defined in Rule 501 promulgated under the Securities Act) on and to enable the Toronto Stock Exchange, (ii) shall be listed on Company to comply with the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock ExchangeRegistration Rights Agreement. (g) The All instruments and corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the Company, and the Company shall have received an executed agreement (counterpart originals, or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may be a counterpart signature to this Agreement) from the Purchaser to purchase, have reasonably requested in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its nameconnection therewith. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the each Purchaser the Purchased Shares and the Warrants Warrant to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Company. (c) Such Purchaser shall have performed all obligations and conditions herein required to be performed or observed by it such Purchaser on or prior to the Closing Date. (c) The Registration Rights Agreement shall have been executed and delivered by such Purchaser. (d) Such Purchaser shall have executed and delivered to the Company such Purchaser's Investment Representations Certificate. (e) The Company shall not have received a letter from Nasdaq stating that the approvals obtained by the Company from certain of its stockholders in connection with the transactions contemplated hereunder do not satisfy the stockholder approval requirements set forth in Sections 4460(i)(1)(B) and 4460(i)(1)(D)(ii) of the Nasdaq rules and regulations. (f) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (eg) The sale and/or issuance of any of the Shares and the Warrants Securities by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (which may be a counterpart signature to this Agreement) from the Purchaser to purchase, in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its name. (h) Simultaneously with Such Purchaser shall have delivered to the Company a certificate dated as of the Closing Date signed by an authorized officer of such Purchaser certifying the satisfaction of the conditions set forth in Section 5.2(a) and that such Purchaser has performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretionClosing Date.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Purchaser Purchasers the Shares and the Warrants Securities to be purchased by it at the Closing is subject to the satisfaction or written waiver of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser the Purchasers shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Company. (c) Such Purchaser Purchasers shall have performed in all obligations and conditions material respects all covenants herein required to be performed or observed by it the Purchasers on or prior to the Closing Date. (dc) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official Government Entity and shall be pending. (ed) The sale of the Shares and the Warrants Securities by the Company shall not be prohibited by any law or governmental order or regulationLaw. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency Government Entity or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (fe) The Conversion Shares and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company Purchasers shall have received an executed agreement (which may be a counterpart signature to this the Registration Rights Agreement) from the Purchaser to purchase, in accordance with this Agreement, the number of Shares and Warrants set forth on form attached hereto as Exhibit A opposite its name. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.C.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Purchaser each Investor the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company):precedent: (a) The representations and warranties contained herein of such Purchaser Investor shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of such Investor contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Companyby such Investor. (c) Such Purchaser Investor shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it such Investor on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Shares and the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares All instruments and Warrant Shares (i) corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be designated for quotation or conditionally listed (subject satisfactory in form and substance to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National MarketCompany, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an copies (executed agreement (which or certified, as may be a counterpart signature to this Agreementappropriate) from the Purchaser to purchase, in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its name. (h) Simultaneously with or prior to the Closing, all documents which the Company shall may have sold securities to third party purchasers, who are not acting reasonably requested in concert connection with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretiontransactions.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Purchaser the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver precedent, any of which may be waived by the Company):: (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to by each Purchaser. (c) The Purchase Price shall have been paid by wire transfer by each Purchaser into an account of the Company. (cd) Such Each such Purchaser shall have performed all obligations executed and conditions herein required delivered to be performed the Company an Investor Questionnaire, in the form attached hereto as Exhibit E, pursuant to which such Purchaser shall provide information necessary to confirm each such Purchaser’s status as an “accredited investor” (as such term is defined in Rule 501 promulgated under the Securities Act) and to enable the Company to comply with the Registration Rights Agreement. (e) Any placement agent or observed by it on or prior agents who introduced to the Company any Purchaser shall have delivered to the Company a Compliance Certificate, dated as of the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (ef) The sale and issuance of the Shares and shall be exempt from the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any registration requirements of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effectSecurities Act. (f) The Conversion Shares and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (which may be a counterpart signature to this Agreement) from the Purchaser to purchase, in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its name. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.