Common use of Employee and Consultant Matters Clause in Contracts

Employee and Consultant Matters. (i) The Company is not aware of any material breach of any employment, consulting or management services Contract to which it is a party. (ii) The Company is are not bound by or a party to any collective bargaining agreement, labour contract, letter of understanding, letter of intent, voluntary recognition agreement, or other Contract with any employee association, trade union, labour organization or similar entity. No labour dispute, labour negotiation, union organizing effort, work stoppage or slowdown or labour strike impacting the employees of the Company exists, or to the knowledge of the Company, is pending, imminent, threatened or reasonably anticipated, nor has there been such labour dispute, labour negotiation, union organizing effort, work stoppage or slowdown or labour strike within the past three years. The Company has not engaged in any unfair labour practice nor to the knowledge of the Company is there any pending or threatened complaint regarding any alleged unfair labour practice. (iii) Except as disclosed in the Company Disclosure Letter, the Company has no Employee Plans. No Employee Plan is a "registered pension plan", as that term is defined in subsection 248(1) of the Tax Act. No Employee Plan provides for post-retirement or postemployment benefits. No material liability exists with respect to an Employee Plan that has been terminated. (iv) The distribution of the Units will not trigger any compensation or remuneration or other rights for employees of the Company or accelerate funding or vesting under any Employee Plan. (v) The Company has been and is in compliance, in all material respects, with all applicable Laws with respect to employment and labour, including without limitation, employment practices and standards, terms and conditions of employment, wages and hours, overtime, vacation, occupational health and safety, human rights, labour relations, pay equity, worker classification, immigration, accessibility, workers' compensation, and the administration of Employee Plans. There are no current, pending or, to the knowledge of the Company, threatened proceedings before any Governmental Entity with respect to any of the employees or consultants (or former employees or consultants) of the Company, or with respect to any of the Employee Plans. There are no complaints, claims, charges, levies, investigations or penalties outstanding or anticipated, nor are there any orders, decisions, directions or convictions currently registered or outstanding by any Governmental Entity against or in respect of the Company under or in respect of any employment or labour Laws. (vi) Except as disclosed in the Company Disclosure Letter, none of the employees or consultants engaged by the Company earning annual compensation or fees in excess of $50,000 per year has indicated to the Company that the employee or consultant intends to resign, retire or terminate the employee or consultant's engagement with the Company.

Employee and Consultant Matters. (i) Schedule 3.1(ll)(i) lists all individuals employed by the Company and all consultants performing services for the Company pursuant to a Contract. The Company is not aware of any material breach breaches of any employment, employment or consulting or management services Contract to which it is a party. The Company does not have any employment or consulting contract or other Contract pursuant to which such services are provided, whether written or oral, with any person except as listed in Schedule 3.1(ll)(i), true and complete copies of which Contracts have been provided to the Investor. (ii) All accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, Canada Pension Plan premiums, accrued wages, salaries and commissions, if any, have been accurately reflected in the books and records of the Company. (iii) The Company is are not bound by or a party to any collective bargaining agreementagreement or any benefit plan including any pension plan, labour contractprofit sharing plan, letter of understandingretirement plan, letter of intent, voluntary recognition agreement, compensation deferral plan or other Contract with plan or arrangement of a similar nature maintained by or on behalf of the Company for any employee association, trade union, labour organization or similar entity. of its employees. (iv) No labour dispute, labour negotiation, union organizing effort, work stoppage or slowdown or labour strike impacting with the employees of the Company exists, is pending or imminent or, to the knowledge of the Company, is pending, imminent, threatened or reasonably anticipated, nor has there been such labour dispute, labour negotiation, union organizing effort, work stoppage or slowdown or labour strike within the past three years. The Company has not engaged in any unfair labour practice nor to the knowledge of and the Company is there not aware of any existing, pending or threatened complaint regarding imminent labour disturbance by the employees of any alleged unfair labour practiceof its principal suppliers, manufacturers, customers or contractors. (iiiv) Except as disclosed in the Company Disclosure Letter, the Company has no Employee Plans. No Employee Plan is a "registered pension plan", as that term is defined in subsection 248(1) The issuance and sale of the Tax Act. No Employee Plan provides for post-retirement or postemployment benefits. No material liability exists with respect Subscription Shares to an Employee Plan that has been terminated. (iv) The distribution of the Units Investor will not trigger any compensation or remuneration or other rights for senior employees of the Company or accelerate funding or vesting under any Employee PlanCompany. (vvi) The Company has been and is in compliance, in all material respects, compliance with all applicable Laws with respect to employment and labour, including without limitation, employment practices labour and standards, terms and conditions of employment, wages and hours, overtime, vacation, occupational health and safety, human rights, labour relations, pay equity, worker classification, immigration, accessibility, workers' compensation, and the administration of Employee Plans. There there are no current, pending current or, to the knowledge of the Company, pending or threatened proceedings before any Governmental Entity with respect to any of the employees or consultants (or former employees or consultants) of the Company, or with respect to any of the Employee Plans’s employees. There are no complaints, claims, charges, levies, investigations levies or penalties outstanding or or, to the knowledge of the Company, anticipated, nor are there any orders, decisions, directions or convictions currently registered or outstanding by any Governmental Entity against or in respect of the Company under or in respect of any employment or labour Laws. (vi) Except as disclosed in the Company Disclosure Letter, none of the employees or consultants engaged by the Company earning annual compensation or fees in excess of $50,000 per year has indicated to the Company that the employee or consultant intends to resign, retire or terminate the employee or consultant's engagement with the Company.

Employee and Consultant Matters. (i) The Company is not aware of any material breach of any employment, consulting or management services Contract to which it is a party. (ii) The Company is are not bound by or a party to any collective bargaining agreement, labour contract, letter of understanding, letter of intent, voluntary recognition agreement, or other Contract with any employee association, trade union, labour organization or similar entity. No labour dispute, labour negotiation, union organizing effort, work stoppage or slowdown or labour strike impacting the employees of the Company exists, or to the knowledge of the Company, is pending, imminent, threatened or reasonably anticipated, nor has there been such labour dispute, labour negotiation, union organizing effort, work stoppage or slowdown or labour strike within the past three years. The Company has not engaged in any unfair labour practice nor to the knowledge of the Company is there any pending or threatened complaint regarding any alleged unfair labour practice. (iii) Except as disclosed in the Company Disclosure Letter, the Company has no Employee Plans. No Employee Plan is a "“registered pension plan"”, as that term is defined in subsection 248(1) of the Tax Act. No Employee Plan provides for post-post- retirement or postemployment benefits. No material liability exists with respect to an Employee Plan that has been terminated. (iv) The distribution of the Units will not trigger any compensation or remuneration or other rights for employees of the Company or accelerate funding or vesting under any Employee Plan. (v) The Company has been and is in compliance, in all material respects, with all applicable Laws with respect to employment and labour, including without limitation, employment practices and standards, terms and conditions of employment, wages and hours, overtime, vacation, occupational health and safety, human rights, labour relations, pay equity, worker classification, immigration, accessibility, workers' compensation, and the administration of Employee Plans. There are no current, pending or, to the knowledge of the Company, threatened proceedings before any Governmental Entity with respect to any of the employees or consultants (or former employees or consultants) of the Company, or with respect to any of the Employee Plans. There are no complaints, claims, charges, levies, investigations or penalties outstanding or anticipated, nor are there any orders, decisions, directions or convictions currently registered or outstanding by any Governmental Entity against or in respect of the Company under or in respect of any employment or labour Laws. (vi) Except as disclosed in the Company Disclosure Letter, none of the employees or consultants engaged by the Company earning annual compensation or fees in excess of $50,000 per year has indicated to the Company that the employee or consultant intends to resign, retire or terminate the employee or consultant's ’s engagement with the Company.

Employee and Consultant Matters. (i) The Company is not aware of any material breach breaches of any employment, employment or consulting or management services Contract to which it is a party. The Company does not have any employment or consulting or management services contract or other Contract pursuant to which such services are provided, whether written or oral, with any person except as have been made available to the Investor or the Parent. (ii) All material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, pension plan premiums, accrued wages, salaries and commissions, if any, have been accurately reflected in the books and records of the Company. (iii) The Company is are not bound by or a party to any collective bargaining agreementagreement or any benefit plan including any pension plan, labour contractprofit sharing plan, letter of understandingretirement plan, letter of intent, voluntary recognition agreement, compensation deferral plan or other Contract with plan or arrangement of a similar nature maintained by or on behalf of the Company for any employee association, trade union, labour organization or similar entity. of its employees. (iv) No labour dispute, labour negotiation, union organizing effort, work stoppage or slowdown or labour strike impacting with the employees of the Company exists, is pending or to the knowledge of the Companyimminent, is pending, imminent, threatened or reasonably anticipated, nor has there been such labour dispute, labour negotiation, union organizing effort, work stoppage or slowdown or labour strike within the past three years. The Company has not engaged in any unfair labour practice nor to the knowledge of and the Company is there not aware of any existing, pending or threatened complaint regarding imminent labour disturbance by the employees of any alleged unfair labour practiceof its principal suppliers, manufacturers, customers or contractors. (iii) Except as disclosed in the Company Disclosure Letter, the Company has no Employee Plans. No Employee Plan is a "registered pension plan", as that term is defined in subsection 248(1) of the Tax Act. No Employee Plan provides for post-retirement or postemployment benefits. No material liability exists with respect to an Employee Plan that has been terminated. (ivv) The distribution issuance and sale of the Units and of the Convertible Debentures and the issuance of the Warrant Shares upon exercise of the Warrants, the issuance Debenture Shares upon conversion of the Convertible Debentures nor the execution and delivery of the Security Documents to the Investor will not trigger any compensation or remuneration or other rights for senior employees of the Company or accelerate funding or vesting under any Employee PlanCompany. (vvi) The Company has been and is in compliance, in all material respects, with all applicable Laws with respect to employment and labour, including without limitation, employment practices labour and standards, terms and conditions of employment, wages and hours, overtime, vacation, occupational health and safety, human rights, labour relations, pay equity, worker classification, immigration, accessibility, workers' compensation, and the administration of Employee Plans. There there are no current, pending or, to the knowledge of the Company, threatened proceedings before any Governmental Entity with respect to any of the employees or consultants (or former employees or consultants) of the Company, or with respect to any of the Employee Plans’s employees. There are no complaints, claims, charges, levies, investigations levies or penalties outstanding or anticipated, nor are there any orders, decisions, directions or convictions currently registered or outstanding by any Governmental Entity against or in respect of the Company under or in respect of any employment or labour Laws. (vi) Except as disclosed in the Company Disclosure Letter, none of the employees or consultants engaged by the Company earning annual compensation or fees in excess of $50,000 per year has indicated to the Company that the employee or consultant intends to resign, retire or terminate the employee or consultant's engagement with the Company.