Common use of First Closing Clause in Contracts

First Closing. The obligations of the Investor and the Corporation to complete the purchase and sale of Debentures at the First Closing are conditional upon the satisfaction of, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, the following conditions (the First Closing Conditions): (a) the Investor duly completes, executes and returns to the Corporation this Subscription Agreement; (b) at the close of business on the business day before the First Closing Date, the Corporation shall have delivered to the Investor written notice of the Commitment Warrant Exercise Price and, based on same, the number of Commitment Warrants to be issued; (c) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to the Investor written notice of its intention to issue the applicable Securities as listed in Section 2.1 for the applicable Closing (the First Closing Notice); (d) before or on the First Closing Date, the Investor shall have delivered to the Corporation written notice of the outstanding Transaction Expenses; (e) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to the Investor wire transfer instructions for the payment of the Subscription Amount; (f) all necessary regulatory and CSE approvals (if any) required for entering into this Subscription Agreement and the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the First Closing; (g) before or on the First Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (h) before the First Closing Date, the Corporation shall have paid the Finder’s Fee to Park Lane; (i) the sale and issuance of the Debentures and the Warrants issuable at the First Closing, the issuance of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (j) delivery of a legal opinion dated the First Closing Date from the Corporation’s counsel as to the conditions set out in items (f) and (i) above, in form and substance acceptable to the Investor and its legal counsel, acting reasonably; (k) (i) the representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the First Closing Date; (l) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the First Closing Date; (m) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) all documents required pursuant to this Agreement, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (o) delivery of an officer's certificate by each of the Corporation and the Investor certifying (i) constating documents, (ii) authorizing board resolutions; (iii) incumbency; and (iv) that the condition in (k) or (l), as applicable, has been satisfied; (p) the Corporation shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent for the Corporation on the First Closing Date; (q) there shall not exist any Event of Default that remains uncured; (r) there shall not exist any binding commitment which respect to a Change of Control of the Corporation; (s) no payment shall be owing by the Corporation to the Investor pursuant to this Subscription Agreement, except for (i) the Commitment Fees; and (ii) any Transaction Expenses or other amount, to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the First Closing; (t) the First Closing has occurred no later than 5:00 p.m. (Toronto time) on July 31, 2019 (the (u) the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Investor upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of the Tranche.

First Closing. The obligations Prior to the initial Advance of funds hereunder (the Investor making of which is herein termed "first closing"), the Trust shall have performed all of its agreements required to be performed hereunder, and the Corporation to complete the purchase and sale of Debentures at the First Closing are conditional upon the satisfaction ofBank shall have received from Trust's counsel in connection with this transaction, or compliance with, or waived (addressed to the extent waivable) by Bank, a favorable opinion in form, scope and substance satisfactory to Bank and its counsel, delivered prior to the party who benefits from first Advance on the condition, the following conditions (the First Closing Conditions):Notes: (a) the Investor duly completes, executes and returns to the Corporation this Subscription Agreementeffect that the Trust is a duly organized and existing real estate investment trust in good standing under the laws of the State of Texas and has the power and authority to own its property and to carry on its business as set forth in paragraph 2.3 hereof; (b) at the close of business on the business day before the First Closing Date, the Corporation shall have delivered to the Investor written notice effect that this Agreement has been duly authorized, executed and delivered by the Trust and constitutes a legal valid and binding obligation of the Commitment Warrant Exercise Price andTrust, based on same, enforceable against the number of Commitment Warrants to be issuedTrust in accordance with its terms; (c) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to the Investor written notice effect that each Note delivered by the Trust to the Bank has been duly authorized, executed and delivered by the Trust and constitutes the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its intention to issue the applicable Securities as listed in Section 2.1 for the applicable Closing (the First Closing Notice)terms; (d) before to the effect that the Note is secured by valid, binding and enforceable pledge of the Collateral in favor of the Bank, subject to no rights, equities or encumbrances outstanding in favor of any party other than Bank which are or could become prior to or on parity with Bank's lien on the First Closing Date, the Investor shall have delivered Collateral that has been pledged as security therefor pursuant to the Corporation written notice of the outstanding Transaction ExpensesSection 5 hereof; (e) at least two (2) business days before to the First Closing Dateeffect that no action of, or filing with, any governmental or public body or authority is required to authorize, or is otherwise required in connection with, the Corporation shall have delivered to execution, delivery and performance by the Investor wire transfer instructions for the payment Trust of the Subscription Amountthis Agreement or any Note; (f) all necessary regulatory and CSE approvals (if any) required for entering into this Subscription Agreement and the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the First Closingeffect that it is not necessary in connection with the delivery of any Note under the circumstances contemplated by this Agreement to register such Note under the Securities Act of 1933, as amended and then in effect, or to qualify an indenture in respect thereof under the Trust Indenture Act of 1939, as amended and then in effect, and that if Bank should in the future deem it expedient to sell the Note (or any Note delivered in exchange therefor as in such Note or in this Agreement permitted), which the Bank does not now contemplate or foresee, such sale would not of itself require registration of such Note under said Securities Act of 1933 or qualification of an indenture in respect of such Note under said Trust Indenture Act, provided that at the time of such sale, such Bank neither controls, nor is controlled by, nor is under common control with, the Trust, either directly or indirectly, or, if any such control then exists, that such sale is not made through an underwriter as defined in said Securities Act of 1933; (g) before or on as to such other matters incident to the First Closing Date, transactions contemplated by this Agreement as the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's websiteBank may reasonably desire; (h) before to the First Closing Dateeffect that neither the execution and delivery of this Agreement, the Corporation shall have paid consummation of the Finder’s Fee transactions herein contemplated, the fulfillment of the terms hereof, nor compliance with the provisions hereof and of the Note will result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the terms of the Amended and Restated Declaration of Trust dated July 16, 2004, or the Amended and Restated Bylaws of the Trust, or any agreement or instrument of which such counsel (having made inquiry with respect thereto) has knowledge, to Park Lanewhich the Trust is a party; (i) to the sale and issuance effect that with respect to such persons as shall have been identified in writing to the Bank as being duly authorized agents or officers of the Debentures Trust, all actions required to be taken by the Trust to clothe such persons with such authority have been taken, and the Warrants issuable at the First Closingactions of such persons as contemplated herein will be and constitute and legal, the issuance valid and binding acts of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document;Trust; and (j) delivery of a legal opinion dated the First Closing Date from the Corporation’s counsel as to the effect that all conditions set out in items (f) and (i) above, in form and substance acceptable to the Investor and its legal counsel, acting reasonably; (k) (i) the representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, shall for lending have been complied with or performed by the Investor, in all material respects, on or before the First Closing Date; (l) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the First Closing Date; (m) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) all documents required pursuant to this Agreement, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (o) delivery of an officer's certificate by each of the Corporation and the Investor certifying (i) constating documents, (ii) authorizing board resolutions; (iii) incumbency; and (iv) that the condition in (k) or (l), as applicable, has been satisfied; (p) the Corporation shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent for the Corporation on the First Closing Date; (q) there shall not exist any Event of Default that remains uncured; (r) there shall not exist any binding commitment which respect to a Change of Control of the Corporation; (s) no payment shall be owing by the Corporation to the Investor pursuant to this Subscription Agreement, except for (i) the Commitment Fees; and (ii) any Transaction Expenses or other amount, to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the First Closing; (t) the First Closing has occurred no later than 5:00 p.m. (Toronto time) on July 31, 2019 (the (u) the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Investor upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of the Tranchemet.

First Closing. The obligations of the Investor and the Corporation to complete the purchase and sale of Debentures at the First Closing are conditional upon the satisfaction of, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, the following conditions (the First Closing Conditions): (a) the Investor duly completes, executes and returns to the Corporation this Subscription Agreement; (b) at the close of business on the business trading day before the First Closing Date, the Corporation shall have delivered to the Investor written notice of the Commitment Warrant Exercise Price and, based on same, the number of Commitment Warrants to be issued; (c) at least two (2) business trading days before the First Closing Date, the Corporation shall have delivered to the Investor written notice of its intention to issue the applicable Securities as listed in Section 2.1 for the applicable Closing (the First Closing Notice); (d) before or on the First Closing Date, the Investor shall have delivered to the Corporation written notice of the outstanding Transaction Expenses; (e) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to the Investor wire transfer instructions for the payment of the this Subscription Amount; (f) all necessary regulatory and CSE approvals (if any) required for the entering into this Subscription Agreement and the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the First Closing; (g) before or on the First Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (h) before the First Closing Date, the Corporation Share Lending Agreement shall have paid been entered into with respect to the Finder’s Fee to Park Lanelending of 600,000 freely tradeable Common Shares; (i) the sale and issuance of the Debentures and the Warrants issuable at before the First ClosingClosing Date, the issuance of the 600,000 freely tradeable Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating have been delivered to the sale of Investor pursuant to the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar documentShare Lending Agreement; (j) delivery of a legal opinion dated the First Closing Date from the Corporation’s counsel as to the conditions set out in items (f) and (i) above, in form and substance acceptable to the Investor and its legal counsel, acting reasonably; (k) (i) the representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the First Closing Date; (l) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the First Closing Date; (m) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) all documents required pursuant to this Agreement, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (o) delivery of an officer's certificate by each of the Corporation and the Investor certifying (i) constating documents, (ii) authorizing board resolutions; , (iii) incumbency; , and (iv) that the condition in (k) or (l), as applicable, has been satisfied; (p) the Corporation shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent for the Corporation on the First Closing Date; (q) there shall not exist any Event of Default that remains uncured; (r) there shall not exist any binding commitment which respect to a Change of Control of the Corporation; (s) no payment shall be owing by the Corporation to the Investor pursuant to this Subscription Agreement, except for (i) the Commitment Fees; and (ii) any Transaction Expenses or other amount, to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the First Closing; (t) the First Closing has occurred no later than 5:00 p.m. (Toronto time) on July 31, 2019 (the (u) the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Investor upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of the Tranche.3.1

First Closing. i. The obligations of KiOR to sell the Investor Notes, and of the Corporation Purchasers to complete purchase, severally and not jointly, the purchase and sale of Debentures at Notes are subject to the fulfillment, on or before the First Closing are conditional upon the satisfaction ofClosing, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, of each of the following conditions (the First Closing Conditions):conditions: (a) the Investor duly completes, executes notifications of the Purchasers and returns KiOR pursuant to the Corporation HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before the First Closing, of each of the following conditions, unless otherwise waived by KiOR: (a) each Purchaser shall have delivered to each other party an executed original of this Subscription AgreementAgreement and all other documents and instruments reasonably required to effectuate the transactions contemplated hereby; (b) each Purchaser shall have executed and delivered a Non-Disclosure Agreement; and (c) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the amount set forth opposite such Purchaser’s name under the heading “Aggregate Principal Amount of Notes” on the Schedule of Purchasers for the Notes being purchased by such Purchaser at the close of business First Closing. The First Closing shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the business day Schedule of Purchasers have tendered to KiOR the applicable Principal Amount of Notes indicated thereon. iii. The obligations of each Purchaser to Purchase, severally and not jointly, the Notes are subject to the fulfillment, on or before the First Closing DateClosing, of each of the Corporation following conditions, unless otherwise waived by such Purchaser: (a) the Company shall have delivered to each other party an executed original of this Agreement and all other documents and instruments reasonably required to effectuate the Investor written notice transactions contemplated hereby or to create and perfect the Liens of Agent with respect to all Collateral; (b) the Company shall have delivered to each Purchaser certified copies of resolutions of the Commitment Warrant Exercise Price andCompany’s Board of Directors, based on sameand with respect to each Subsidiary party hereto, sole member, as applicable, evidencing approval of this Agreement, the number of Commitment Warrants to be issuedtransactions contemplated hereunder and other transactions evidenced by the Transaction Documents; (c) at least two (2) business days before the First Closing Date, the Corporation Company and each of its Subsidiaries party hereto shall have delivered to each Purchaser certified copies of the Investor written notice Certificate of its intention to issue Incorporation and the applicable Securities Bylaws, or other organizational documents, as listed in Section 2.1 for the applicable Closing (applicable, each as amended through the First Closing Notice)Closing, of the Company and each Subsidiary party hereto; (d) before or on the First Closing Date, the Investor Company and each Subsidiary party hereto shall have delivered to each Purchaser a certificate of good standing for the Corporation written notice Company and each Subsidiary party hereto from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the outstanding Transaction Expensesfailure to be qualified would have a Material Adverse Effect; (e) at least two (2) business days before the First Closing Date, the Corporation each Purchaser shall have delivered received UCC and Lien searches and other evidence satisfactory to each Purchaser that there are no Liens upon the Investor wire transfer instructions for the payment of the Subscription AmountCollateral except Permitted Liens; (f) all necessary regulatory the representations and CSE approvals (if any) required for entering into this Subscription Agreement and the completion warranties of the transactions contemplated under Company set forth in Section 4 of this Subscription Agreement shall have been obtained prior be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on and as of the First Closing; (g) before or on the First Closing Date, the Corporation Company shall have posted CSE Form 9 performed and CSE Form 6 on the CSE's website; (h) before the First Closing Datecomplied with any covenants, the Corporation shall have paid the Finder’s Fee to Park Lane; (i) the sale agreements, obligations and issuance of the Debentures and the Warrants issuable at the First Closing, the issuance of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants conditions contained in this Agreement that are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus be performed or registration statement or delivering an offering memorandum or similar document; (j) delivery of a legal opinion dated the First Closing Date from the Corporation’s counsel as to the conditions set out in items (f) and (i) above, in form and substance acceptable to the Investor and its legal counsel, acting reasonably; (k) (i) the representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, shall have been complied with or performed by the Investor, in all material respects, Company on or before the First Closing Date; (l) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the First Closing Date; (m) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) all documents required pursuant to this Agreement, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (o) delivery of an officer's certificate by each of the Corporation and the Investor certifying (i) constating documents, (ii) authorizing board resolutions; (iii) incumbency; and (iv) that the condition in (k) or (l), as applicable, has been satisfied; (p) the Corporation shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent for the Corporation on the First Closing Date; (q) there shall not exist any Event of Default that remains uncured; (r) there shall not exist any binding commitment which respect to a Change of Control of the Corporation; (s) no payment shall be owing by the Corporation to the Investor pursuant to this Subscription Agreement, except for (i) the Commitment Fees; and (ii) any Transaction Expenses or other amount, to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the First Closing; (th) the Chief Executive Officer of KiOR shall deliver to the Purchasers at the First Closing has occurred no later than 5:00 p.m. (Toronto timea certificate certifying that the conditions specified in Sections 3.1(A)(iii)(f) on July 31, 2019 (theand 3.1(A)(iii)(g) have been fulfilled; (ui) KiOR shall have received all consents, authorizations or approvals referred to in Schedule 4.3, in form and substance reasonably satisfactory to KiOR and the Purchasers, and no such consent, authorization or approval shall have been revoked. (j) the Corporation having at least such number of Common Shares authorizedCompany shall have affected the Amendment to Existing Loan and the Amendment to Convertible Loan; (k) the Company and the lenders under the Existing Loan shall have entered into the Subordination Agreement; (l) the Company, available, the purchasers under the Convertible Loan and approved for issuance to the Investor upon conversion of all outstanding Debentures that is equal to 150% of Purchasers under this Agreement shall have entered into the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of the Tranche.Intercreditor Agreement; and

First Closing. (a) The obligations initial closing of the Investor and the Corporation to complete the purchase and sale of Debentures at the Securities pursuant to this Agreement (the “First Closing”) shall be held remotely via the exchange of documents and signatures no later than 9:00 AM (Eastern Time) on January 19, 2024 (the “First Closing are conditional upon the satisfaction of, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, the following conditions (the First Closing Conditions): (a) the Investor duly completes, executes and returns to the Corporation this Subscription Agreement;Date”). (b) at the close of business on the business day before On or prior to the First Closing Date, the Corporation Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have delivered provided each Purchaser with the Company’s wire instructions; (iv) a copy of the irrevocable instructions to the Investor written notice Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s First Closing Subscription Amount applicable to the Commitment Warrant Exercise Shares divided by the Per Share Purchase Price and, based on same, and registered in the name of such Purchaser (minus the number of Commitment shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to be issuedSection 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; (vi) the Registration Rights Agreement duly executed by the Company; and (vii) the applicable Warrant Amendment duly executed by the Company. (c) at least two (2) business days before On or prior to the First Closing Date, the Corporation each Purchaser shall have deliver or cause to be delivered to the Investor written notice of its intention to issue Company the applicable Securities as listed in Section 2.1 for the applicable Closing (the First Closing Notice); (d) before or on the First Closing Date, the Investor shall have delivered to the Corporation written notice of the outstanding Transaction Expenses; (e) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to the Investor wire transfer instructions for the payment of the Subscription Amount; (f) all necessary regulatory and CSE approvals (if any) required for entering into this Subscription Agreement and the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the First Closing; (g) before or on the First Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (h) before the First Closing Date, the Corporation shall have paid the Finder’s Fee to Park Lane;following: (i) the sale and issuance of the Debentures and the Warrants issuable at the First Closing, the issuance of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of this Agreement duly executed by such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar documentPurchaser; (jii) delivery of a legal opinion dated to the Company, such Purchaser’s First Closing Date from the Corporation’s counsel as Subscription Amount by wire transfer to the conditions set out account specified in items (f) and (i) above, in form and substance acceptable to the Investor and its legal counsel, acting reasonably; (k) (i) the representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, shall have been complied with or performed writing by the Investor, in all material respects, on or before the First Closing Date;Company; and (l) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the First Closing Date; (m) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) all documents required pursuant to this Agreement, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (o) delivery of an officer's certificate by each of the Corporation and the Investor certifying (i) constating documents, (ii) authorizing board resolutions; (iii) incumbency; and (iv) that the condition in (k) or (l), as applicable, has been satisfied; (p) the Corporation shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent for the Corporation on the First Closing Date; (q) there shall not exist any Event of Default that remains uncured; (r) there shall not exist any binding commitment which respect to a Change of Control of the Corporation; (s) no payment shall be owing Registration Rights Agreement duly executed by the Corporation to the Investor pursuant to this Subscription Agreement, except for (i) the Commitment Fees; and (ii) any Transaction Expenses or other amount, to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the First Closing; (t) the First Closing has occurred no later than 5:00 p.m. (Toronto time) on July 31, 2019 (the (u) the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Investor upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of the TranchePurchaser.

First Closing. The obligations obligation of the Investor and Buyer hereunder to purchase the Corporation to complete the purchase and sale of Debentures at the First Closing are conditional upon the satisfaction of, or compliance with, or waived (is subject to the extent waivable) by the party who benefits from the conditionsatisfaction, the following conditions (the First Closing Conditions): (a) the Investor duly completes, executes and returns to the Corporation this Subscription Agreement; (b) at the close of business on the business day or before the First Closing Date, of each of the Corporation following conditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: (a) The Company, each Guarantor and/or the Chief Executive Officer (as applicable) shall have executed and delivered the Transaction Documents applicable to the First Closing and delivered the same to the Buyer. (b) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company and each Guarantor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company and each Guarantor at or prior to the First Closing Date. (c) The Buyer shall have issued an irrevocable issuance instruction letter and board resolution, authorizing the issuance of the Advisory Fee Shares and irrevocably directing its Transfer Agent to issue and deliver the Advisory Fee Shares to Buyer or its designee. (d) The Buyer shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer and its counsel. (e) The Buyer shall have received evidence in a form satisfactory to the Buyer that the Company has authorized the Buyer to publish such press releases with respect to this Agreement and the instant transaction, including, but not limited to, a copy of an email delivered to Xxxxxxxxxx.xxx by the Company whereby the Company authorizes the Buyer to use its name and, if applicable, stock symbol, in connection with current or xxxxxx xxxxx releases. (f) The Company and each Guarantor shall have executed and delivered to Buyer a closing certificate, certified as true, complete and correct by an officer of the Company or Guarantor, in substance and form required by Buyer, which closing certificate shall include and attach as exhibits: (i) a true copy of a certificate of good standing evidencing the formation and good standing of the Company or Guarantor from the secretary of state (or comparable office) from the jurisdiction in which the Company is formed; (ii) the Company’s or Guarantor’s Organizational Documents; (iii) copies of the resolutions of the board of directors of the Company or Guarantor as adopted by the Company’s or Guarantor’s board of directors, in a form acceptable to Buyer; and (iv) resolution of the Guarantor’s shareholders, approving and authorizing the execution, delivery and performance of the Transaction Documents to which it is party and the transactions contemplated thereby, in a form acceptable to the Buyer. (g) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect. (h) The Buyer shall have received copies of UCC search reports, issued by the Secretary of State of the state of incorporation or residency, as applicable, of the Company and each Guarantor, dated such a date as is reasonably acceptable to Buyer, listing all effective financing statements which name the Company and each Guarantor, under their present name and any previous names, as debtors, together with copies of such financing statements. (i) The Company shall have delivered to the Investor written notice Buyer the filed Certificate of the Commitment Warrant Exercise Price and, based on same, the number Designation of Commitment Warrants to be issued; (c) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to the Investor written notice of its intention to issue the applicable Securities as listed in Section 2.1 for the applicable Closing (the First Closing Notice); (d) before or on the First Closing Date, the Investor shall have delivered to the Corporation written notice of the outstanding Transaction Expenses; (e) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to the Investor wire transfer instructions for the payment of the Subscription Amount; (f) all necessary regulatory and CSE approvals (if any) required for entering into this Subscription Agreement Series I Preferred Stock and the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the First Closing; (g) before or on the First Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (h) before the First Closing Date, the Corporation shall have paid the Finder’s Fee to Park Lane; (i) the sale and issuance of the Debentures and the Warrants issuable at the First Closing, the issuance of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon original certificate evidencing the issuance of such ordersshares to the Buyer. (j) The Company and each Guarantor shall have executed such other agreements, consents certificates, confirmations or approvals resolutions as the Buyer may require to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (j) delivery of a legal opinion dated the First Closing Date from the Corporation’s counsel as to the conditions set out in items (f) and (i) above, in form and substance acceptable to the Investor and its legal counsel, acting reasonably; (k) (i) the representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the First Closing Date; (l) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the First Closing Date; (m) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) all documents required pursuant to this Agreement, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (o) delivery of an officer's certificate by each of the Corporation and the Investor certifying (i) constating documents, (ii) authorizing board resolutions; (iii) incumbency; and (iv) that the condition in (k) or (l), as applicable, has been satisfied; (p) the Corporation shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent for the Corporation on the First Closing Date; (q) there shall not exist any Event of Default that remains uncured; (r) there shall not exist any binding commitment which respect to a Change of Control of the Corporation; (s) no payment shall be owing by the Corporation to the Investor pursuant to this Subscription Agreement, except for (i) the Commitment Fees; and (ii) any Transaction Expenses or other amount, to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the First Closing; (t) the First Closing has occurred no later than 5:00 p.m. (Toronto time) on July 31, 2019 (the (u) the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Investor upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of the TrancheBuyer.

First Closing. The obligations obligation of the Investor and Buyer hereunder to purchase the Corporation to complete the purchase and sale of Debentures at the First Closing are conditional upon the satisfaction of, or compliance with, or waived (is subject to the extent waivable) by the party who benefits from the conditionsatisfaction, the following conditions (the First Closing Conditions): (a) the Investor duly completes, executes and returns to the Corporation this Subscription Agreement; (b) at the close of business on the business day or before the First Closing Date, of each of the Corporation following conditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: (a) The Company and each Guarantor (as applicable) shall have executed and delivered the Transaction Documents applicable to the Investor written notice First Closing and delivered the same to the Buyer. (b) The representations and warranties of the Commitment Warrant Exercise Price andCredit Parties shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, based on samein which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the number date when made and as of Commitment Warrants the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Credit Parties shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be issued;performed, satisfied or complied with by the Credit Parties at or prior to the First Closing Date. (c) at least two (2) business days before the First Closing Date, the Corporation The Buyer shall have delivered received an opinion of counsel from counsel to the Investor written notice of Credit Parties in a form satisfactory to the Buyer and its intention to issue the applicable Securities as listed in Section 2.1 for the applicable Closing (the First Closing Notice);counsel. (d) before or on the First Closing Date, the Investor The Credit Parties shall have executed and delivered to the Corporation written notice Buyer a closing certificate, certified as true, complete and correct by an officer of the outstanding Transaction Expenses; (e) at least two (2) business days before the First Closing DateCredit Parties, the Corporation in substance and form required by Buyer, which closing certificate shall have delivered to the Investor wire transfer instructions for the payment of the Subscription Amount; (f) all necessary regulatory include and CSE approvals (if any) required for entering into this Subscription Agreement and the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the First Closing; (g) before or on the First Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (h) before the First Closing Date, the Corporation shall have paid the Finder’s Fee to Park Lane; attach as exhibits: (i) a true copy of a certificate of good standing evidencing the sale formation and issuance good standing of the Debentures and the Warrants issuable at the First Closing, the issuance of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt Credit Parties from the requirement to file a prospectus secretary of state (or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (jcomparable office) delivery of a legal opinion dated the First Closing Date from the Corporation’s counsel as to jurisdiction in which the conditions set out in items (f) and (i) above, in form and substance acceptable to the Investor and its legal counsel, acting reasonably; (k) (i) the representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as at the First Closing Dateeach Credit Party is formed; and (ii) the covenants and obligations of the Investor (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the First Closing Date; (l) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the First Closing Date; (m) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) all documents required pursuant to this Agreement, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (o) delivery of an officer's certificate by each of the Corporation and the Investor certifying (i) constating documents, (ii) authorizing board resolutionsCredit Parties’ Organizational Documents; (iii) incumbencycopies of the resolutions of the board of directors of the Credit Parties as adopted by the Credit Parties’ board of directors or managers, in a form acceptable to Buyer; and (iv) that copies of the condition in (k) resolutions adopted by the shareholders or (l)members of the Credit Parties, as applicable, has been satisfied;as in a form acceptable to Buyer. (pe) the Corporation No event shall have delivered occurred which could reasonably be expected to have a certificate Material Adverse Effect. (f) The Buyer shall have received copies of UCC search reports, issued by the Secretary of State of the issued state of incorporation or residency, as applicable, of the Credit Parties, dated such a date as is reasonably acceptable to Buyer, listing all effective financing statements which name the Credit Parties, under their present name and outstanding Common Shares from the transfer agent for the Corporation on the First Closing Date;any previous names, as debtors, together with copies of such financing statements. (qg) there The Credit Parties shall not exist any Event of Default that remains uncured; (r) there shall not exist any binding commitment which respect have executed such other agreements, certificates, confirmations or resolutions as the Buyer may reasonably require to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a Change of Control of the Corporation; (s) no payment shall closing statement and joint disbursement instructions as may be owing required by the Corporation to the Investor pursuant to this Subscription Agreement, except for (i) the Commitment Fees; and (ii) any Transaction Expenses or other amount, to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the First Closing; (t) the First Closing has occurred no later than 5:00 p.m. (Toronto time) on July 31, 2019 (the (u) the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Investor upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of the TrancheBuyer.

First Closing. The obligations obligation of the Investor and Buyer hereunder to purchase the Corporation to complete the purchase and sale of Debentures at the First Closing are conditional upon the satisfaction of, or compliance with, or waived (is subject to the extent waivable) by the party who benefits from the conditionsatisfaction, the following conditions (the First Closing Conditions): (a) the Investor duly completes, executes and returns to the Corporation this Subscription Agreement; (b) at the close of business on the business day or before the First Closing Date, of each of the Corporation following conditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: (a) The Company shall have executed and delivered the Transaction Documents applicable to the Investor written notice First Closing and delivered the same to the Buyer. (b) The representations and warranties of the Commitment Warrant Exercise Price andCompany shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, based on samein which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the number date when made and as of Commitment Warrants the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be issued;performed, satisfied or complied with by the Company at or prior to the First Closing Date. (c) at least two (2) business days before the First Closing Date, the Corporation The Buyer shall have delivered received an opinion of counsel from counsel to the Investor written notice of Company in a form satisfactory to the Buyer and its intention to issue the applicable Securities as listed in Section 2.1 for the applicable Closing (the First Closing Notice);counsel. (d) before or on the First Closing Date, the Investor The Buyer shall have delivered issued the appropriate corporate resolutions for the issuance of the Incentive Shares, and the Company shall have instructed its transfer agent to issue the Incentive Shares to Buyer, and the transfer agent shall have acknowledged to Buyer that there are no impediments to the Corporation written notice issuance and delivery of the outstanding Transaction Expenses;Incentive Shares to the Buyer or its counsel. (e) at least two (2) business days before the First Closing Date, the Corporation The Company shall have executed and delivered to the Investor wire transfer instructions for the payment of the Subscription Amount; (f) all necessary regulatory Buyer a closing certificate in substance and CSE approvals (if any) form required for entering into this Subscription Agreement by Buyer, which closing certificate shall include and the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the First Closing; (g) before or on the First Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (h) before the First Closing Date, the Corporation shall have paid the Finder’s Fee to Park Lane; attach as exhibits: (i) a true copy of a certificate of good standing evidencing the sale formation and issuance good standing of the Debentures and the Warrants issuable at the First Closing, the issuance of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt Company from the requirement to file a prospectus secretary of state (or registration statement and comparable office) from the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to jurisdiction in which the sale of the Common SharesCompany is incorporated, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (j) delivery of a legal opinion dated the First Closing Date from the Corporation’s counsel as to the conditions set out in items date within ten (f10) and (i) above, in form and substance acceptable to the Investor and its legal counsel, acting reasonably; (k) (i) the representations, warranties and certifications days of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations Company’s Certificate of the Investor (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the First Closing Date; (l) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the First Closing Date; (m) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) all documents required pursuant to this Agreement, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (o) delivery of an officer's certificate by each of the Corporation and the Investor certifying (i) constating documents, (ii) authorizing board resolutionsIncorporation; (iii) incumbencythe Company’s Bylaws; and (iv) that copies of the condition in (k) or (l)resolutions of the board of directors of the Company consistent with Section 6.3, as applicable, has been satisfied;adopted by the Company’s board of directors in a form reasonably acceptable to Buyer. (pf) the Corporation No event shall have delivered occurred which could reasonably be expected to have a certificate of Material Adverse Effect. (g) The Buyer shall have approved the issued and outstanding Common Shares Project to be funded from the transfer agent for the Corporation on proceeds of the First Closing Date;and the budget for such Project. (qh) there The Escrow Agent shall not exist any Event of Default that remains uncured; (r) there shall not exist any binding commitment which respect have received the Company Escrow Funds for the Project to a Change of Control be funded from the proceeds of the Corporation;First Closing. (s) no payment shall be owing by the Corporation to the Investor pursuant to this Subscription Agreement, except for (i) The Company shall have executed such other agreements, certificates, confirmations or resolutions as the Commitment Fees; Buyer may required to consummate the transactions contemplated by this Agreement and (ii) any the Transaction Expenses or other amountDocuments, to the extent the parties agreed in writing that such payment shall occur including a closing statement and joint disbursement instructions as may be required by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the First Closing; (t) the First Closing has occurred no later than 5:00 p.m. (Toronto time) on July 31, 2019 (the (u) the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Investor upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of the TrancheBuyer.

First Closing. The obligations of the Investor and the Corporation to complete the purchase and sale of Debentures This Agreement may be terminated at the First Closing are conditional upon the satisfaction of, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, the following conditions (the First Closing Conditions): (a) the Investor duly completes, executes and returns to the Corporation this Subscription Agreement; (b) at the close of business on the business day before the First Closing Date, the Corporation shall have delivered to the Investor written notice of the Commitment Warrant Exercise Price and, based on same, the number of Commitment Warrants to be issued; (c) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to the Investor written notice of its intention to issue the applicable Securities as listed in Section 2.1 for the applicable Closing (the First Closing Notice); (d) before or on the First Closing Date, the Investor shall have delivered to the Corporation written notice of the outstanding Transaction Expenses; (e) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to the Investor wire transfer instructions for the payment of the Subscription Amount; (f) all necessary regulatory and CSE approvals (if any) required for entering into this Subscription Agreement and the completion of the transactions contemplated under this Subscription Agreement shall have been obtained any time prior to the First Closing; (g) before or on the First Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (h) before the First Closing Date, the Corporation shall have paid the Finder’s Fee to Park Lane;: (i) the sale and issuance by mutual written consent of the Debentures Seller Parent and the Warrants issuable Buyer Parent; (ii) by either the Seller Parent or the Buyer Parent, upon written notice to the other, if: (A) the First Closing shall not have occurred on or before April 19, 2022; provided that if on such date a MTI Restraint remains in full force and effect, Seller Parent shall have the right, exercisable in its sole and absolute discretion, to extend such date for up to an additional three (3) months (as it may be so extended, the “Outside Date”); provided, further, that the right to terminate this Agreement under this Section 9.1(a)(ii)(A) shall not be available to any Party whose failure or whose Affiliate’s failure to perform any covenant or obligation under this Agreement has been the primary cause of or has primarily resulted in the failure of the First Closing Transactions to be consummated on or before the Outside Date; (B) (1) any law or statute enacted or promulgated by a Governmental Entity of competent jurisdiction in any Applicable Jurisdiction makes illegal the consummation of any of the Transactions, (2) other than as referenced in clause (C) of this Section 9.1(a)(ii), any final Order issued by a Governmental Entity of competent jurisdiction in connection with any Antitrust Law in any Applicable Jurisdiction enjoins or prohibits the consummation of any of the Transactions (including any such Order issued in connection with the HSR Filings or otherwise relating to an Antitrust Approval or other Requisite Governmental Approval, as applicable); (3) a Deemed CFIUS Order is issued with respect to any of the Transactions; or (4) any Requisite Governmental Approval is denied or rejected, the applicable Governmental Entity otherwise affirmatively declines to issue such Requisite Governmental Approval, or any applicable period during which the applicable Governmental Entity is required to act upon such Requisite Governmental Approval shall have expired without such Governmental Entity issuing such Requisite Governmental Approval; provided that the right to terminate this Agreement under this Section 9.1(a)(ii)(B) shall not be available to any Party whose failure or whose Affiliate’s failure to perform any covenant or obligation under this Agreement has been the primary cause of or has primarily resulted in such Order, a Deemed CFIUS Order or failure of such Requisite Governmental Approval, as applicable; or (C) as a result of an Action commenced by MTI or any of its Affiliates against the Seller Parent, any other Seller, the Buyer Parent, any other Buyer, or any of their respective Affiliates based upon claims arising out of any MTI Agreement, the Transactions are, pursuant to an Order by a Governmental Entity of competent jurisdiction, enjoined from closing (a “MTI Restraint”) and such MTI Restraint remains in effect as of the Outside Date; (iii) by the Buyer Parent, upon written notice to the Seller Parent if the Seller Parent (or any other Seller) shall have breached or failed to perform any of its representations, warranties, covenants, obligations or other agreements contained in this Agreement, and such breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 8.2(a) or Section 8.2(b) and (B) is not cured prior to the Outside Date; provided that the Buyer Parent shall not have the right to terminate this Agreement pursuant to this Section 9.1(a)(iii) if it (or any other Buyer) is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement; (iv) by the Seller Parent, upon written notice to the Buyer Parent if the Buyer Parent (or any other Buyer) shall have breached or failed to perform any of its representations, warranties, covenants, obligations or other agreements contained in this Agreement, and such breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 8.3(a) or Section 8.3(b) and (B) is not cured prior to the Outside Date; provided that the Seller Parent shall not have the right to terminate this Agreement pursuant to this Section 9.1(a)(iv) if it (or any other Seller) is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement; (v) by the Seller Parent, if (A) all of the conditions set forth in Section 8.1 and Section 8.2 (other than those conditions that by their nature are to be satisfied by actions taken at the First Closing and those conditions that have not been satisfied as a result of the breach of this Agreement by the Buyer Parent or any of its Affiliates) have been satisfied or properly waived, (B) the Seller Parent has irrevocably confirmed in writing to the Buyer Parent that (1) all of the conditions set forth in Section 8.3 (other than those conditions that by their nature are to be satisfied by actions taken at the First Closing) have been satisfied or have been waived by the Seller Parent and (2) the Seller Parent is prepared to consummate the First Closing, and (C) the issuance of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement Buyer Parent fails to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (j) delivery of a legal opinion dated consummate the First Closing Date from within two (2) Business Days after the Corporation’s counsel as date the First Closing should have occurred pursuant to Section 2.5; provided that for the avoidance of doubt, during such two (2) Business Day period following the date on which the First Closing should have occurred pursuant to Section 2.5, no Party shall be entitled to terminate this Agreement pursuant to Section 9.1(a)(ii)(A); or (vi) by the Buyer Parent, if (A) all of the conditions set out forth in items Section 8.1 and Section 8.3 (f) and (i) above, in form and substance acceptable other than those conditions that by their nature are to the Investor and its legal counsel, acting reasonably; (k) (i) the representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as be satisfied by actions taken at the First Closing Date; and those conditions that have not been satisfied as a result of the breach of this Agreement by the Seller Parent or any of its Affiliates) have been satisfied or properly waived, (iiB) the covenants and obligations Buyer Parent has irrevocably confirmed in writing to the Seller Parent that (1) all of the Investor conditions set forth in Section 8.2 (as applicable other than those conditions that by their nature are to be satisfied by actions taken at the First Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, shall have been complied with satisfied or performed have been waived by the InvestorBuyer Parent and (2) the Buyer Parent is prepared to consummate the First Closing, in all material respects, on or before and (C) the Seller Parent fails to consummate the First Closing Date; within two (l2) (i) Business Days after the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at date the First Closing Dateshould have occurred pursuant to Section 2.5; and provided that for the avoidance of doubt, during such two (ii2) Business Day period following the covenants and obligations of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, date on or before which the First Closing Date; (m) should have occurred pursuant to Section 2.5, no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes Party shall be pending or threatened; (n) all documents required entitled to terminate this Agreement pursuant to this Agreement, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (o) delivery of an officer's certificate by each of the Corporation and the Investor certifying (i) constating documents, (ii) authorizing board resolutions; (iii) incumbency; and (iv) that the condition in (k) or (lSection 9.1(a)(ii)(A), as applicable, has been satisfied; (p) the Corporation shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent for the Corporation on the First Closing Date; (q) there shall not exist any Event of Default that remains uncured; (r) there shall not exist any binding commitment which respect to a Change of Control of the Corporation; (s) no payment shall be owing by the Corporation to the Investor pursuant to this Subscription Agreement, except for (i) the Commitment Fees; and (ii) any Transaction Expenses or other amount, to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the First Closing; (t) the First Closing has occurred no later than 5:00 p.m. (Toronto time) on July 31, 2019 (the (u) the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Investor upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of the Tranche.

First Closing. The obligations (A) Concurrently with the execution and delivery of this Agreement, Seller has delivered to Purchaser Schedule 5.1(ff). Within twenty-one (21) days of the Investor Effective Date (the "Review Period"), Purchaser shall review Schedule 5.1(ff) and identify those Tenant Leases as to which a Payment Default exists and based upon such review, those Properties which Purchaser desires to remove from Schedule 5.1(f)(i)(A). At any time prior to the Corporation expiration of the Review Period, Purchaser, subject to complete Section 2.1(b)(i)(B) below, shall have the purchase right to deliver a written notice (a "Removal Notice") to Sellers stating (i) that a Payment Default exists with respect to such Tenant Lease, (ii) that the related Property may be removed from Schedule 5.1(f)(1)(A) (each such Property, a "Designated Property") and sale (iii) whether Purchaser elects to enter into the Management Agreement with respect to such Designated Property. In the event that Purchaser makes the foregoing election to enter into the Management Agreement with respect to the Assets related to a Designated Property, such Assets shall constitute Managed Assets hereunder upon entering into the Management Agreement, there shall be no adjustment to Current TCF with respect to the Payment Default related thereto, and shall not be removed from Schedule 5.1(f)(1)(A). With respect to Assets related to any Designated Property that become Managed Assets, Purchaser shall be entitled to acquire such Managed Assets pursuant to Section 2.1 hereof so long as Purchaser waives any claim of Debentures a breach of any representation in this Agreement relating thereto based solely on a Payment Default. With respect to any Designated Property that does not become a Managed Asset, Purchaser may acquire such Designated Property in accordance with the terms hereof for an amount equal to the TCF Product (without any adjustment for the Payment Default related thereto) for such Assets related to Designated Property. Notwithstanding anything in the foregoing to the contrary, as soon as practicable after Purchaser's delivery of the Removal Notice, Sellers shall use commercially reasonable efforts to cause the tenant to cure the Payment Default with respect to each Designated Property pursuant to Section 2.1(b)(i) (B) below. In the event that Sellers cause the tenant to cure a Payment Default for a Designated Property in accordance with Section 2.1(b)(i) (B) below, Purchaser shall acquire such Property at the First next Closing are conditional upon scheduled to occur hereunder that otherwise satisfies the satisfaction ofConditions Precedent in accordance with the terms of Section 8.1 hereof. Within ten days of the scheduled date of the Replacement Assets Closing, Sellers shall deliver a notice to Purchaser stating with respect to each remaining Designated Property whether the Payment Default has been cured pursuant to Section 2.1(b)(i) (B) below and Purchaser shall have the option to either (i) acquire Assets related to such Designated Property in accordance with Section 2.1 hereof (without any adjustment for the Payment Default related thereto) or compliance with, or waived (ii) mutually agree with Sellers as to the extent waivable) by the party who benefits selection of Properties from the conditionProperties from the Illinois Assets or Louisiana Assets to replace the Designated Properties. Subject to Section 2.1(b)(i) (B) below, Schedule 2.1(b)(i) shall be amended to remove all Designated Properties with respect to which any Payment Default remains uncured pursuant to Section 2.1(b)(i) (B) below and which Designated Property has not been acquired by Purchaser and to include such Illinois Assets and Louisiana Assets as are mutually agreed upon pursuant to clause (ii) of the immediately preceding sentence to replace such Designated Properties on Schedule 2.1(b)(i). (B) Sellers shall have the right to cure any Payment Default prior to the date of the Replacement Assets Closing. For purposes of this Section 2.1(b)(i)(B), a Payment Default shall be deemed to be cured on the date on which Sellers deliver to Purchaser written notice stating that (i) all past due amounts of rent under the applicable Tenant Lease have been paid in full and (ii) the lessee to such Tenant Lease shall have paid in full the applicable rent for the calendar month immediately succeeding the calendar month in which such past due amounts are paid. If Sellers cure any Payment Default with respect to any Designated Property, then, the following conditions (Parties shall amend Schedule 2.1(b)(i) to delete therefrom only those Designated Properties with respect to which a Payment Default has not been cured and to include such Illinois Assets and Louisiana Assets as are designated in the First Closing Conditions):Removal Notice to replace such Designated Properties on Schedule 2.1(b)(i). (aC) the Investor duly completes, executes and returns to the Corporation this Subscription Agreement; No later than ten (b10) at the close of business on the business day before the First Closing Date, the Corporation shall have delivered to the Investor written notice of the Commitment Warrant Exercise Price and, based on same, the number of Commitment Warrants to be issued; (c) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to the Investor written notice of its intention to issue the applicable Securities as listed in Section 2.1 for the applicable Closing (the First Closing Notice); (d) before or on the First Closing Date, the Investor shall have delivered to the Corporation written notice of the outstanding Transaction Expenses; (e) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to the Investor wire transfer instructions for the payment of the Subscription Amount; (f) all necessary regulatory and CSE approvals (if any) required for entering into this Subscription Agreement and the completion of the transactions contemplated under this Subscription Agreement shall have been obtained Business Days prior to the First Closing; , Sellers shall deliver to Purchaser Schedule 2.1(b)(i), which shall identify (g) before or on the First Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (h) before the First Closing Date, the Corporation shall have paid the Finder’s Fee to Park Lane; (iA) the sale Initial Assets with respect to which the Title Condition and issuance other Conditions Precedent have been met as of the Debentures and the Warrants issuable at the First Closing, with the issuance corresponding Current TCF for such Initial Assets, and (B) the Managed Assets, with the corresponding Current TCF with respect to each Property for such Managed Assets, which (A) and (B) in the aggregate shall generate a TCF Product of no less than One Hundred Forty-Five Million Dollars ($145,000,000). In the Common Shares issuable upon event (A) and (B) in the conversion aggregate generate a current TCF Product of less than $145,000,000 because a ROFR has been exercised or the Debentures reconciliation contemplated by Section 10.5(a)(viii) with respect to (A) and (B) would result in a TCF Product of less than $145,000,000 and the issuance Wisconsin Notice has not been delivered to Sellers, then Sellers will deliver to Purchaser as part of Schedule 2.1(b)(i), a list of Wisconsin Asset with respect to which the Common Shares issuable upon the exercise Title Condition and other Conditions Precedent have been met as of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (j) delivery of a legal opinion dated the First Closing Date from the Corporation’s counsel as to the conditions set out in items (f) and (i) above, in form and substance acceptable to the Investor and its legal counsel, acting reasonably; (k) (i) the representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the First Closing Date; (l) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the First Closing Date; (m) no order ceasing or suspending trading that generate a TCF Product in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) all documents required pursuant to this Agreement, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (o) delivery of an officer's certificate by each of the Corporation and the Investor certifying (i) constating documents, (ii) authorizing board resolutions; (iii) incumbency; and (iv) that the condition in (k) or (l), as applicable, has been satisfied; (p) the Corporation shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent for the Corporation on the First Closing Date; (q) there shall not exist any Event of Default that remains uncured; (r) there shall not exist any binding commitment which respect to a Change of Control of the Corporation; (s) no payment shall be owing by the Corporation to the Investor pursuant to this Subscription Agreement, except for (i) the Commitment Fees; and (ii) any Transaction Expenses or other amount, to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the First Closing; (t) the First Closing has occurred no later than 5:00 p.m. (Toronto time) on July 31, 2019 (the (u) the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Investor upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of the Tranchesuch shortfall.

First Closing. The obligations Prior to the initial Advance of funds hereunder (the Investor making of which is herein termed “first closing”), the Trust shall have performed all of its agreements required to be performed hereunder, and the Corporation to complete the purchase and sale of Debentures at the First Closing are conditional upon the satisfaction ofBank shall have received from Trust’s counsel in connection with this transaction, or compliance with, or waived (addressed to the extent waivable) by Bank, a favorable opinion in form, scope and substance satisfactory to Bank and its counsel, delivered prior to the party who benefits from first Advance on the condition, the following conditions (the First Closing Conditions):Notes: (a) the Investor duly completes, executes and returns to the Corporation this Subscription Agreementeffect that the Trust is a duly organized and existing real estate investment trust in good standing under the laws of the State of Texas and has the power and authority to own its property and to carry on its business as set forth in paragraph 2.3 hereof; (b) at the close of business on the business day before the First Closing Date, the Corporation shall have delivered to the Investor written notice effect that this Agreement has been duly authorized, executed and delivered by the Trust and constitutes a legal valid and binding obligation of the Commitment Warrant Exercise Price andTrust, based on same, enforceable against the number of Commitment Warrants to be issuedTrust in accordance with its terms; (c) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to the Investor written notice effect that each Note delivered by the Trust to the Bank has been duly authorized, executed and delivered by the Trust and constitutes the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its intention to issue the applicable Securities as listed in Section 2.1 for the applicable Closing (the First Closing Notice)terms; (d) before to the effect that the Note is secured by valid, binding and enforceable pledge of the Collateral in favor of the Bank, subject to no rights, equities or encumbrances outstanding in favor of any party other than Bank which are or could become prior to or on parity with Bank’s lien on the First Closing Date, the Investor shall have delivered Collateral that has been pledged as security therefor pursuant to the Corporation written notice of the outstanding Transaction ExpensesSection 5 hereof; (e) at least two (2) business days before to the First Closing Dateeffect that no action of, or filing with, any governmental or public body or authority is required to authorize, or is otherwise required in connection with, the Corporation shall have delivered to execution, delivery and performance by the Investor wire transfer instructions for the payment Trust of the Subscription Amountthis Agreement or any Note; (f) all necessary regulatory and CSE approvals (if any) required for entering into this Subscription Agreement and the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the First Closingeffect that it is not necessary in connection with the delivery of any Note under the circumstances contemplated by this Agreement to register such Note under the Securities Act of 1933, as amended and then in effect, or to qualify an indenture in respect thereof under the Trust Indenture Act of 1939, as amended and then in effect, and that if Bank should in the future deem it expedient to sell the Note (or any Note delivered in exchange therefor as in such Note or in this Agreement permitted), which the Bank does not now contemplate or foresee, such sale would not of itself require registration of such Note under said Securities Act of 1933 or qualification of an indenture in respect of such Note under said Trust Indenture Act, provided that at the time of such sale, such Bank neither controls, nor is controlled by, nor is under common control with, the Trust, either directly or indirectly, or, if any such control then exists, that such sale is not made through an underwriter as defined in said Securities Act of 1933; (g) before or on as to such other matters incident to the First Closing Date, transactions contemplated by this Agreement as the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's websiteBank may reasonably desire; (h) before to the First Closing Dateeffect that neither the execution and delivery of this Agreement, the Corporation shall have paid consummation of the Finder’s Fee transactions herein contemplated, the fulfillment of the terms hereof, nor compliance with the provisions hereof and of the Note will result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the terms of the Amended and Restated Declaration of Trust dated July 16, 2004, or the Amended and Restated Bylaws of the Trust, or any agreement or instrument of which such counsel (having made inquiry with respect thereto) has knowledge, to Park Lanewhich the Trust is a party; (i) to the sale and issuance effect that with respect to such persons as shall have been identified in writing to the Bank as being duly authorized agents or officers of the Debentures Trust, all actions required to be taken by the Trust to clothe such persons with such authority have been taken, and the Warrants issuable at the First Closingactions of such persons as contemplated herein will be and constitute and legal, the issuance valid and binding acts of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document;Trust; and (j) delivery of a legal opinion dated the First Closing Date from the Corporation’s counsel as to the effect that all conditions set out in items (f) and (i) above, in form and substance acceptable to the Investor and its legal counsel, acting reasonably; (k) (i) the representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, shall for lending have been complied with or performed by the Investor, in all material respects, on or before the First Closing Date; (l) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the First Closing Date; (m) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) all documents required pursuant to this Agreement, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (o) delivery of an officer's certificate by each of the Corporation and the Investor certifying (i) constating documents, (ii) authorizing board resolutions; (iii) incumbency; and (iv) that the condition in (k) or (l), as applicable, has been satisfied; (p) the Corporation shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent for the Corporation on the First Closing Date; (q) there shall not exist any Event of Default that remains uncured; (r) there shall not exist any binding commitment which respect to a Change of Control of the Corporation; (s) no payment shall be owing by the Corporation to the Investor pursuant to this Subscription Agreement, except for (i) the Commitment Fees; and (ii) any Transaction Expenses or other amount, to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the First Closing; (t) the First Closing has occurred no later than 5:00 p.m. (Toronto time) on July 31, 2019 (the (u) the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Investor upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of the Tranchemet.

First Closing. The obligations of the Investor and the Corporation to complete the purchase and sale of Debentures at the First Closing are conditional upon the satisfaction of, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, the following conditions (the First Closing Conditions): (a) the Investor duly completes, executes and returns to the Corporation this Subscription Agreement; (b) at the close of business on the business trading day before the First Closing Date, the Corporation shall have delivered to the Investor written notice of the Commitment Warrant Exercise Price and, based on same, the number of Commitment Warrants to be issued; (c) at least two (2) business trading days before the First Closing Date, the Corporation shall have delivered to the Investor written notice of its intention to issue the applicable Securities as listed in Section 2.1 for the applicable Closing (the First Closing Notice); (d) before or on the First Closing Date, the Investor shall have delivered to the Corporation written notice of the outstanding Transaction Expenses; (e) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to the Investor wire transfer instructions for the payment of the this Subscription Amount; (f) all necessary regulatory and CSE approvals (if any) required for the entering into this Subscription Agreement and the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the First Closing; (g) before or on the First Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (h) before the First Closing Date, the Corporation a Share Lending Agreement shall have paid the Finder’s Fee been entered into with respect to Park Lanelending 600,000 freely tradeable Common Shares; (i) the sale and issuance of the Debentures and the Warrants issuable at the First Closing, the issuance of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (j) delivery of a legal opinion dated the First Closing Date from the Corporation’s counsel as to the conditions set out in items (f) and (i) above, in form and substance acceptable to the Investor and its legal counsel, acting reasonably; (k) (i) the representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the First Closing Date; (l) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the First Closing Date; (m) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) all documents required pursuant to this Agreement, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (o) delivery of an officer's certificate by each of the Corporation and the Investor certifying (i) constating documents, (ii) authorizing board resolutions; (iii) incumbency; and (iv) that the condition in (k) or (l), as applicable, has been satisfied; (p) the Corporation shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent for the Corporation on the First Closing Date; (q) there shall not exist any Event of Default that remains uncured; (r) there shall not exist any binding commitment which respect to a Change of Control of the Corporation; (s) no payment shall be owing by the Corporation to the Investor pursuant to this Subscription Agreement, except for (i) the Commitment Fees; and (ii) any Transaction Expenses or other amount, to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the First Closing; (t) the First Closing has occurred no later than 5:00 p.m. (Toronto time) on July 31, 2019 (the (u) the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Investor upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of the Tranche.3.1

First Closing. The obligations of the Investor Upon and the Corporation to complete the purchase and sale of Debentures at the First Closing are conditional upon the satisfaction of, or compliance with, or waived (subject to the extent waivable) by the party who benefits from the conditionterms and conditions of this Agreement, the following conditions (the First Closing Conditions): (a) the Investor duly completes, executes and returns to the Corporation this Subscription Agreement; (b) at the close of business on the business day before the First Closing Date, the Corporation shall have delivered to the Investor written notice of the Commitment Warrant Exercise Price and, based on same, the number of Commitment Warrants to be issued; (c) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to the Investor written notice of its intention to issue the applicable Securities as listed in Section 2.1 for the applicable Closing (the First Closing Notice); (d) before or on the First Closing Date, the Investor shall have delivered to the Corporation written notice of the outstanding Transaction Expenses; (e) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to the Investor wire transfer instructions for the payment of the Subscription Amount; (f) all necessary regulatory and CSE approvals (if any) required for entering into this Subscription Agreement and the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the First Closing; (g) before or on the First Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (h) before the First Closing Date, the Corporation shall have paid the Finder’s Fee to Park Lane; (i) the sale and issuance of the Debentures and the Warrants issuable at the First Closing, the issuance Sellers shall sell, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Sellers, all of Sellers' right, title and interest in and to all of the Common Shares issuable upon Initial Assets identified in Schedule 2.1(b)(i) that meet the conversion Conditions Precedent as of such Closing, free and clear of all Liens other than Permitted Liens. Notwithstanding the foregoing, the Parties acknowledge that, as of each Closing, Sellers may not have satisfied the Title Condition with respect to certain of the Debentures Initial Assets identified in the applicable schedule to be transferred to Purchaser at such Closing (such unsatisfied condition, the "Open Title Condition" and any such Assets, the issuance "Open Title Assets"). If, at the time of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement First Closing, there is an Open Title Condition with respect to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (j) delivery of a legal opinion dated the First Closing Date from the Corporation’s counsel as to the conditions set out in items (fInitial Assets identified on Schedule 2.1(b)(i) and (i) above, in form and substance acceptable to such failure would have the Investor and its legal counsel, acting reasonably; (k) (i) effect of reducing the representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as TCF Product at the First Closing Date; to an amount below $145,000,000, but all of the Conditions Precedent to the First Closing other than the Title Condition are met with respect to such Initial Assets, then (i) Sellers shall sell, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Sellers, all of Sellers' right, title and interest in and to such Initial Assets identified in Schedule 2.1(b)(i) with respect to which the Title Condition is satisfied, and (ii) the covenants and obligations of Parties will enter into the Investor Management Agreement pursuant to Section 2.6 with respect to such Open Title Assets (the "Managed Assets") identified as applicable to such on Schedule 2.1(b)(i), so that the aggregate TCF Product for the First Closing) in this Subscription Agreement, including in any other document delivered with respect to the Corporation in connection with the Investmentsuch Initial Assets to be transferred and such Managed Assets, shall have been complied with or performed by not be less than $145,000,000. Notwithstanding the Investor, in all material respects, on or before the First Closing Date; (l) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the First Closing Date; (m) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) all documents required pursuant to this Agreement, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (o) delivery of an officer's certificate by each of the Corporation and the Investor certifying (i) constating documents, (ii) authorizing board resolutions; (iii) incumbency; and (iv) that the condition in (k) or (l), as applicable, has been satisfied; (p) the Corporation shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent for the Corporation on the First Closing Date; (q) there shall not exist any Event of Default that remains uncured; (r) there shall not exist any binding commitment which respect to a Change of Control of the Corporation; (s) no payment shall be owing by the Corporation to the Investor pursuant to this Subscription Agreement, except for (i) the Commitment Fees; and (ii) any Transaction Expenses or other amountforegoing, to the extent that the parties agreed in writing that such payment Title Condition is met with respect to Initial Assets for which the TCF Product is greater than $145,000,000, Purchaser shall occur by way of set-off against (i.e., deduction from) have the Subscription Amount payable by the Investor right to defer to the Corporation in connection with Second Closing the purchase of those Initial Assets for which the TCF Product exceeds $145,000,000. For the avoidance of doubt, at the First Closing; (t, Schedule 2.1(b)(i) shall identify and Sellers shall sell, transfer and assign to Purchaser, Initial Assets and deliver to Purchaser Managed Assets to be managed under the First Closing has occurred no later than 5:00 p.m. (Toronto time) on July 31Management Agreement, 2019 (the (u) that generate, in the Corporation having aggregate, TCF Product of at least such number of Common Shares authorized, available, and approved for issuance to the Investor upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued One Hundred Forty-Five Million Dollars (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of the Tranche$145,000,0000).

First Closing. The obligations obligation of the Investor and Buyer hereunder to purchase the Corporation to complete the purchase and sale of Debentures at the First Closing are conditional upon the satisfaction of, or compliance with, or waived (is subject to the extent waivable) by the party who benefits from the conditionsatisfaction, the following conditions (the First Closing Conditions): (a) the Investor duly completes, executes and returns to the Corporation this Subscription Agreement; (b) at the close of business on the business day or before the First Closing Date, of each of the Corporation following conditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: (a) The Company, the Guarantors, and the President and the Chief Financial Officer of the Company shall have executed and delivered the Transaction Documents applicable to the Investor written notice First Closing and delivered the same to the Buyer. (b) The representations and warranties of the Commitment Warrant Exercise Price andCompany shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, based on samein which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the number date when made and as of Commitment Warrants the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company and the Guarantors shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be issued;performed, satisfied or complied with by the Company and the Guarantors at or prior to the First Closing Date. (c) at least two (2) business days before the First Closing Date, the Corporation The Buyer shall have delivered received originals of the certificate evidencing the shares to be pledged in connection with the Investor written notice of its intention to issue the applicable Securities as listed in Section 2.1 for the applicable Closing (the First Closing Notice);Pledge Agreement. (d) before or on the First Closing Date, the Investor The Buyer shall have delivered received an opinion of counsel from counsel to the Corporation written notice of Company in a form satisfactory to the outstanding Transaction Expenses;Buyer and its counsel. (e) at least two (2) business days before the First Closing Date, the Corporation The Buyer shall have delivered to the Investor wire transfer instructions for the payment received copies of the Subscription Amount;survey reports conducted by a Classification Society. (f) all necessary regulatory and CSE approvals (if any) required for entering into this Subscription Agreement and the completion The Buyer shall have received a copy of the transactions contemplated under this Subscription Agreement shall have been obtained prior to DOC, SMC and ISSC for the First Closing;Vessel. (g) before The Buyer shall have received evidence in a form satisfactory to the Buyer the Vessel: (i) is registered in the name of Nepheli, is in the sole and absolute ownership of Nepheli, and duly under the flag of an Acceptable Flag State, free of all liens and encumbrances of record other than the Mortgage; (ii) is insured in accordance with the provisions of its Mortgage and all requirements of its Mortgage in respect of such insurance have been fulfilled (including, but not limited to, letters of undertaking from the insurance brokers, including confirmation notices of assignment, notices of cancellation and loss payable clauses acceptable to the Buyer, in its sole and absolute discretion); (iii) is classed in the highest classification and rating for vessels of the same age and type with its Classification Society without any material outstanding recommendations, or if the Vessel is not classed, applicable United States Coast Guard certificates of inspection; (iv) is operationally seaworthy and in every way fit for its intended service; (v) the technical and/or operational management for the Vessel is being provided by a manager acceptable to the Buyer, in its sole and absolute discretion; and (vi) that, save for the liens created by the Mortgage and the General Assignment, there are no liens, charges or encumbrances of any kind whatsoever on the Vessel or on its earnings except as permitted hereby or by any of the First Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website;Transaction Documents. (h) before the First Closing Date, the Corporation The Buyer shall have paid received certified copies of all technical and commercial management agreements and all charter parties (including time charter and bareboat charter), if applicable, for the Finder’s Fee to Park Lane;Vessel. (i) The Company and the sale Guarantors shall have executed and issuance delivered to Buyer a closing certificate, certified as true, complete and correct by an officer of the Debentures Company or Guarantors, in substance and the Warrants issuable at the First Closingform required by Buyer, the issuance of the Common Shares issuable upon the conversion of the Debentures which closing certificate shall include and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals attach as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (j) delivery of a legal opinion dated the First Closing Date from the Corporation’s counsel as to the conditions set out in items (f) and exhibits: (i) above, in form a true copy of a certificate of good standing evidencing the formation and substance acceptable to the Investor and its legal counsel, acting reasonably; (k) (i) the representations, warranties and certifications good standing of the Investor addressed to Company or Guarantors from the Corporation secretary of state (or comparable office) from the jurisdiction in this Subscription Agreement, including in any other document delivered to which the Corporation in connection with Company and the Investment, Guarantors are accurate and remain true and correct as at the First Closing Dateformed; and (ii) the covenants and obligations of the Investor (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, shall have been complied with Company’s or performed by the Investor, in all material respects, on or before the First Closing Date; (l) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the First Closing Date; (m) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) all documents required pursuant to this Agreement, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (o) delivery of an officer's certificate by each of the Corporation and the Investor certifying (i) constating documents, (ii) authorizing board resolutionsGuarantors’ Organizational Documents; (iii) incumbencycopies of the resolutions of the board of directors of the Company or Guarantors as adopted by the Company’s or Guarantors’ board of directors, in a form acceptable to Buyer; and (iv) that resolution of the condition Guarantors’ shareholders, approving and authorizing the execution, delivery and performance of the Transaction Documents to which it is party and the transactions contemplated thereby, in a form acceptable to the Buyer. (j) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect. (k) or (l), as applicable, has been satisfied; (p) The Company and the Corporation Guarantors shall have delivered executed such other agreements, certificates, confirmations or resolutions as the Buyer may require to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a certificate of the issued closing statement and outstanding Common Shares from the transfer agent for the Corporation on the First Closing Date; (q) there shall not exist any Event of Default that remains uncured; (r) there shall not exist any binding commitment which respect to a Change of Control of the Corporation; (s) no payment shall joint disbursement instructions as may be owing required by the Corporation to the Investor pursuant to this Subscription Agreement, except for (i) the Commitment Fees; and (ii) any Transaction Expenses or other amount, to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the First Closing; (t) the First Closing has occurred no later than 5:00 p.m. (Toronto time) on July 31, 2019 (the (u) the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Investor upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of the TrancheBuyer.

First Closing. The obligations obligation of the Investor and Buyer hereunder to purchase the Corporation to complete the purchase and sale of Convertible Debentures at the First Closing are conditional upon the satisfaction of, or compliance with, or waived (is subject to the extent waivable) by the party who benefits from the conditionsatisfaction, the following conditions (the First Closing Conditions): (a) the Investor duly completes, executes and returns to the Corporation this Subscription Agreement; (b) at the close of business on the business day or before the First Closing Date, of each of the Corporation following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer at any time in its sole discretion: (a) The Company shall have delivered executed the Transaction Documents applicable to the Investor written notice of First Closing and delivered the Commitment Warrant Exercise Price and, based on same, same to the number of Commitment Warrants to be issued;Buyer. (cb) at least two (2) business days before Trading in the Common Stock on the Primary Trading Market shall not have been suspended for any reason, nor shall suspension have been threatened, as of the First Closing Date, the Corporation shall have delivered to the Investor written notice of its intention to issue the applicable Securities as listed in Section 2.1 for the applicable Closing (the First Closing Notice); (d) before or on the First Closing Date, the Investor shall have delivered to the Corporation written notice of the outstanding Transaction Expenses; (e) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to the Investor wire transfer instructions for the payment of the Subscription Amount; (f) all necessary regulatory and CSE approvals (if any) required for entering into this Subscription Agreement and the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the First Closing; (g) before or on the First Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (h) before the First Closing Date, the Corporation shall have paid the Finder’s Fee to Park Lane; either: (i) in writing by the sale and issuance SEC or the Principal Trading Market; or (ii) by falling below the minimum listing maintenance requirements of the Debentures and Principal Trading Market. If required by the Warrants issuable at Principal Trading Market, all the First Closing, the issuance of the Common Conversion Shares issuable upon the conversion of the Convertible Debentures and the issuance of the Common Warrant Shares issuable upon the exercise of the Warrants are exempt from shall be approved for listing or trading on the requirement to file a prospectus or registration statement Primary Trading Market. (c) The representations and warranties of the requirement to prepare Company shall be true and deliver an offering memorandum or similar document under any applicable law relating correct in all material respects (except to the sale of the Common Shares, or upon the issuance extent that any of such ordersrepresentations and warranties are already qualified as to materiality in Article VI above, consents or approvals in which case, such representations and warranties shall be true and correct in all respects without further qualification) as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (j) delivery of a legal opinion dated the First Closing Date from (except for representations and warranties that speak as of a specific date) and the Corporation’s counsel as Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the conditions set out First Closing Date. (d) The Company shall have executed and delivered to the Buyer (or its designees, as applicable) the Convertible Debentures, Warrants and Compensation Stock applicable to the First Closing. (e) The Buyer shall have received an opinion of counsel from counsel to the Company in items a form satisfactory to the Buyer. (f) and (i) above, in form and substance acceptable The Company shall have provided to the Investor Buyer a true copy of a certificate of good standing evidencing the formation and its legal counselgood standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, acting reasonably;as of a date within ten (10) days of the First Closing Date. (kg) The Company shall have delivered to the Buyer a certificate, executed by the Secretary or other officer of the Company and dated as of the First Closing Date, confirming: (i) the representationsmatters set forth in Section 10.1(c) hereof; (ii) that resolutions consistent with Section 6.3 above have been adopted by the Company's board of directors in a form reasonably acceptable to Buyer; (iii) the Certificate of Incorporation; and (iv) the Bylaws, warranties and certifications of the Investor addressed to the Corporation each as in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as effect at the First Closing Date; and . (iih) The Company shall have provided to the covenants and obligations Buyer an acknowledgement, to the satisfaction of the Investor (Buyer, from the Company's independent certified public accountants as applicable to the First Closing) its ability to provide all consents required in this Subscription Agreement, including in any other document delivered order to the Corporation file a registration statement in connection with the Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the First Closing Date;this transaction. (l) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, The Company shall have been complied with or performed by created the Corporation, in all material respects, on or before the First Closing Date;Share Reserve. (mj) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) all documents required pursuant to this AgreementThe Irrevocable Transfer Agent Instructions, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the InvestorBuyer, acting reasonably;shall have been delivered to and acknowledged in writing by the Company's transfer agent. (o) delivery of an officer's certificate by each of the Corporation and the Investor certifying (i) constating documents, (ii) authorizing board resolutions; (iii) incumbency; and (iv) that the condition in (k) The Company shall have provided to Buyer evidence satisfactory to Buyer that voting agreements or other agreements shall be in place and effective to appoint and elect designees of Buyer to the Company's board of directors in accordance with Section 7.12 above. (l), as applicable, has been satisfied; (p) the Corporation No event shall have delivered occurred which could reasonably be expected to have a certificate of the issued and outstanding Common Shares from the transfer agent for the Corporation on the First Closing Date; (q) there shall not exist any Event of Default that remains uncured; (r) there shall not exist any binding commitment which respect to a Change of Control of the Corporation; (s) no payment shall be owing by the Corporation to the Investor pursuant to this Subscription Agreement, except for (i) the Commitment Fees; and (ii) any Transaction Expenses or other amount, to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the First Closing; (t) the First Closing has occurred no later than 5:00 p.m. (Toronto time) on July 31, 2019 (the (u) the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Investor upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of the TrancheMaterial Adverse Effect.

First Closing. i. The obligations of KiOR to sell the Investor Shares, and of Purchaser to purchase the Corporation Shares are subject to complete the purchase and sale of Debentures at fulfillment, on or before the First Closing are conditional upon the satisfaction ofClosing, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, of each of the following conditions (the First Closing Conditions):conditions: (a) the Investor duly completes, executes notifications of Purchaser and returns KiOR pursuant to the Corporation HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; (b) consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law; (c) KiOR shall have received, or will receive concurrently with the First Closing, aggregate cash proceeds, including up to $50,000,000 in commitments therefor (which commitments shall not be subject to any conditions in the control of the committing party), of at least $100,000,000 from one or more offerings, private placements or other financing transactions, including (i) the amounts paid or payable for the Shares hereunder and (ii) the amounts paid or committed to be paid (subject to the above limitations) pursuant to the Convertible Debt Agreement. ii. The obligations of KiOR to sell the Shares are subject to the fulfillment, on or before the First Closing, of each of the following conditions, unless otherwise waived by KiOR: (a) Purchaser shall have delivered to KiOR an executed original of this Subscription Agreement and all other documents and instruments reasonably required to effectuate the transactions contemplated hereby; and (b) Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the amount set forth opposite Purchaser’s name under the heading “Aggregate Purchase Price” on Exhibit A for the Shares being purchased at the First Closing. iii. The obligations of Purchaser to purchase the Shares are subject to the fulfillment, on or before the First Closing, of each of the following conditions, unless otherwise waived by Purchaser: (a) the Company shall have delivered to Purchaser an executed original of this Agreement; (b) at the close of business on the business day before the First Closing Date, the Corporation Company shall have delivered to the Investor written notice Purchaser certified copies of resolutions of the Commitment Warrant Exercise Price and, based on sameCompany’s Board of Directors evidencing approval of this Agreement, the number of Commitment Warrants to be issuedtransactions contemplated hereunder and other transactions evidenced by the Transaction Documents; (c) at least two (2) business days before the First Closing Date, the Corporation Company shall have delivered to Purchaser certified copies of the Investor written notice Certificate of its intention to issue Incorporation and the applicable Securities Bylaws, each as listed in Section 2.1 for the applicable Closing (amended through the First Closing Notice)Closing, of the Company; (d) before or on the First Closing Date, the Investor Company shall have delivered to Purchaser a certificate of good standing for the Corporation written notice Company from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the outstanding Transaction Expensesfailure to be qualified would have a Material Adverse Effect; (e) at least two the representations and warranties of the Company set forth in Section 4 of this Agreement shall be true and correct in all material respects (2except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) business days before on and as of the First Closing Date, the Corporation shall have delivered to the Investor wire transfer instructions for the payment of the Subscription AmountClosing; (f) all necessary regulatory and CSE approvals (if any) required for entering into this Subscription Agreement and the completion of the transactions contemplated under this Subscription Agreement Company shall have been obtained prior performed and complied with any covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before the First Closing; (g) before or on the Chief Executive Officer of KiOR shall deliver to Purchaser at the First Closing Datea certificate certifying that the conditions specified in Sections 3.1(A)(i)(c), the Corporation shall 3.1(A)(iii)(e) and 3.1(A)(iii)(f) have posted CSE Form 9 and CSE Form 6 on the CSE's websitebeen fulfilled; (h) before the First Closing Date, the Corporation KiOR shall have paid the Finder’s Fee received all consents, authorizations or approvals referred to Park Lane;in Schedule 4.3, in form and substance reasonably satisfactory to KiOR and Purchaser, and no such consent, authorization or approval shall have been revoked. (i) the sale and issuance Company shall have taken all action necessary to render the provisions of any “fair price,” “moratorium,” “control share acquisition” or any other takeover or anti-takeover statute or similar federal or state law, including Section 203 of the Debentures Delaware General Corporation Law, inapplicable to this Agreement and the Warrants issuable at the First Closingtransactions contemplated by hereby, including, without limitation, the issuance of the Common Shares issuable upon the conversion of the Debentures purchase and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance grant herein of such ordersthe Option Right and the purchase and sale of Shares in connection with the exercise thereof, consents or approvals as may be required to permit such and the grant herein of preemptive rights and the purchase and sale without of equity of KiOR in connection with the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar documentexercise thereof; (j) delivery of the Company’s counsel, WilmerHale, shall have delivered a legal opinion dated the First Closing Date from the Corporation’s counsel as to the conditions set out Purchaser in items (f) a form to be mutually agreed by the Purchaser and (i) above, in form and substance acceptable to the Investor and its legal counsel, acting reasonablyCompany; (k) (i) trading in the representations, warranties and certifications common stock of KiOR shall not have been suspended by the Investor addressed to SEC or any Permitted Exchange at any time since the Corporation in date of execution of this Subscription Agreement, including in any other document delivered to and the Corporation in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations common stock of the Investor (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, KiOR shall have been complied with or performed by the Investor, in at all material respects, times since such date listed for trading on or before the First Closing Datea Permitted Exchange; (l) (i) KiOR shall have executed and delivered the representations, warranties and certifications of the Corporation addressed Registration Rights Agreement to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing DatePurchaser; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the First Closing Date;and (m) no order ceasing or suspending trading in the Common Shares on any stock exchange Company shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) all documents required pursuant provided Purchaser with evidence of the filing of Listing of Additional Shares Notification Form with NASDAQ with respect to this Agreement, including without limitation, the Debentures shares of Class A Common Stock to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (o) delivery of an officer's certificate by each of the Corporation and the Investor certifying (i) constating documents, (ii) authorizing board resolutions; (iii) incumbency; and (iv) that the condition in (k) or (l), as applicable, has been satisfied; (p) the Corporation shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent for the Corporation on the First Closing Date; (q) there shall not exist any Event of Default that remains uncured; (r) there shall not exist any binding commitment which respect to a Change of Control of the Corporation; (s) no payment shall be owing by the Corporation to the Investor pursuant to this Subscription Agreement, except for (i) the Commitment Fees; and (ii) any Transaction Expenses or other amount, to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with at the First Closing; (t) the First Closing has occurred no later than 5:00 p.m. (Toronto time) on July 31, 2019 (the (u) the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Investor upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of the Tranche.

First Closing. The obligations obligation of the Investor and Buyer hereunder to purchase the Corporation to complete the purchase and sale of Debentures at the First Closing are conditional upon the satisfaction of, or compliance with, or waived (is subject to the extent waivable) by the party who benefits from the conditionsatisfaction, the following conditions (the First Closing Conditions): (a) the Investor duly completes, executes and returns to the Corporation this Subscription Agreement; (b) at the close of business on the business day or before the First Closing Date, of each of the Corporation following conditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: (a) The Company, each Guarantor and/or the Chief Executive Officer (as applicable) shall have executed and delivered the Transaction Documents applicable to the Investor written notice First Closing and delivered the same to the Buyer. (b) The representations and warranties of the Commitment Warrant Exercise Price andCredit Parties shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, based on samein which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the number date when made and as of Commitment Warrants the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Credit Parties shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be issued;performed, satisfied or complied with by the Credit Parties at or prior to the First Closing Date. (c) at least two (2) business days before the First Closing Date, the Corporation The Buyer shall have delivered received an opinion of counsel from counsel to the Investor written notice of Credit Parties in a form satisfactory to the Buyer and its intention to issue the applicable Securities as listed in Section 2.1 for the applicable Closing (the First Closing Notice);counsel. (d) before or on the First Closing Date, the Investor The Buyer shall have received evidence in a form satisfactory to the Buyer that the Company has authorized the Buyer to publish such press releases with respect to this Agreement and the instant transaction, including, but not limited to, a copy of an email delivered to Mxxxxxxxxx.xxx by the Corporation written notice of Company whereby the outstanding Transaction Expenses;Company authorizes the Buyer to use its name and, if applicable, stock symbol, in connection with current or fxxxxx xxxxx releases. (e) at least two (2) business days before the First Closing Date, the Corporation The Credit Parties shall have executed and delivered to the Investor wire transfer instructions for the payment Buyer a closing certificate, certified as true, complete and correct by an officer of the Subscription Amount; (f) all necessary regulatory Credit Parties, in substance and CSE approvals (if any) form required for entering into this Subscription Agreement by Buyer, which closing certificate shall include and the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the First Closing; (g) before or on the First Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (h) before the First Closing Date, the Corporation shall have paid the Finder’s Fee to Park Lane; attach as exhibits: (i) a true copy of a certificate of good standing evidencing the sale formation and issuance good standing of the Debentures and the Warrants issuable at the First Closing, the issuance of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt Credit Parties from the requirement to file a prospectus secretary of state (or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (jcomparable office) delivery of a legal opinion dated the First Closing Date from the Corporation’s counsel as to jurisdiction in which the conditions set out in items (f) and (i) above, in form and substance acceptable to the Investor and its legal counsel, acting reasonably; (k) (i) the representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as at the First Closing Dateeach Credit Party is formed; and (ii) the covenants and obligations of the Investor (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the First Closing Date; (l) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the First Closing Date; (m) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) all documents required pursuant to this Agreement, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (o) delivery of an officer's certificate by each of the Corporation and the Investor certifying (i) constating documents, (ii) authorizing board resolutionsCredit Parties’ Organizational Documents; (iii) incumbencycopies of the resolutions of the board of directors of the Credit Parties as adopted by the Credit Parties’ board of directors or managers, in a form acceptable to Buyer; and (iv) that resolution of the condition Guarantor’s shareholders, approving and authorizing the execution, delivery and performance of the Transaction Documents to which it is party and the transactions contemplated thereby, in (k) or (l), as applicable, has been satisfied;a form acceptable to the Buyer. (pg) the Corporation No event shall have delivered occurred which could reasonably be expected to have a certificate of the issued and outstanding Common Shares from the transfer agent for the Corporation on the First Closing Date; (q) there shall not exist any Event of Default that remains uncured; (r) there shall not exist any binding commitment which respect to a Change of Control of the Corporation; (s) no payment shall be owing by the Corporation to the Investor pursuant to this Subscription Agreement, except for (i) the Commitment Fees; and (ii) any Transaction Expenses or other amount, to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the First Closing; (t) the First Closing has occurred no later than 5:00 p.m. (Toronto time) on July 31, 2019 (the (u) the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Investor upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of the TrancheMaterial Adverse Effect.

First Closing. i. The obligations of KiOR to sell the Investor Notes, and of the Corporation Purchasers to complete purchase, severally and not jointly, the purchase and sale of Debentures at Notes are subject to the fulfillment, on or before the First Closing are conditional upon the satisfaction ofClosing, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, of each of the following conditions (the First Closing Conditions):conditions: (a) the Investor duly completes, executes notifications of the Purchasers and returns KiOR pursuant to the Corporation HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before the First Closing, of each of the following conditions, unless otherwise waived by KiOR: (a) each Purchaser shall have delivered to each other party an executed original of this Subscription AgreementAgreement and all other documents and instruments reasonably required to effectuate the transactions contemplated hereby; (b) each Purchaser shall have executed and delivered a Non-Disclosure Agreement; and (c) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, by cancellation or conversion of indebtedness of the Company to the Purchaser, the amount set forth opposite such Purchaser’s name under the heading “Aggregate Principal Amount of Notes” on the Schedule of Purchasers for the Notes being purchased by such Purchaser at the close of business First Closing. The First Closing shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the business day Schedule of Purchasers have tendered to KiOR the applicable Principal Amount of Notes indicated thereon, except, to the extent contemplated by the terms of the Existing Loan as in effect on the date hereof, such amounts are deemed to be converted into Notes in exchange for the cancellation or conversion of indebtedness of KiOR to the applicable Purchaser under the Existing Loan. iii. The obligations of each Purchaser to Purchase, severally and not jointly, the Notes are subject to the fulfillment, on or before the First Closing DateClosing, of each of the Corporation following conditions, unless otherwise waived by such Purchaser: (a) the Company shall have delivered to each other party an executed original of this Agreement and all other documents and instruments reasonably required to effectuate the Investor written notice transactions contemplated hereby or to create and perfect the Liens of Agent with respect to all Collateral; (b) the Company shall have delivered to each Purchaser certified copies of resolutions of the Commitment Warrant Exercise Price andCompany’s Board of Directors, based on sameand with respect to each Subsidiary party hereto, sole member, as applicable, evidencing approval of this Agreement, the number transactions contemplated hereunder (including the due authorization and issuance of Commitment Warrants to be issuedany shares of common stock acquired hereunder) and other transactions evidenced by the Transaction Documents; (c) at least two (2) business days before the First Closing Date, the Corporation Company and each of its Subsidiaries party hereto shall have delivered to each Purchaser certified copies of the Investor written notice Certificate of its intention to issue Incorporation and the applicable Securities Bylaws, or other organizational documents, as listed in Section 2.1 for the applicable Closing (applicable, each as amended through the First Closing Notice)Closing, of the Company and each Subsidiary party hereto; (d) before or on the First Closing Date, the Investor Company and each Subsidiary party hereto shall have delivered to each Purchaser a certificate of good standing for the Corporation written notice Company and each Subsidiary party hereto from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the outstanding Transaction Expensesfailure to be qualified would have a Material Adverse Effect; (ei) at least two each Purchaser shall have received UCC and Lien searches and other evidence satisfactory to each Purchaser that there are no Liens upon the Collateral except Permitted Liens, and (2ii) business days before without limitation of the foregoing, all UCC filings in favor of Silicon Valley Bank and Lighthouse shall have been terminated (or shall be terminated substantially contemporaneously with the First Closing Date, the Corporation shall have delivered to the Investor wire transfer instructions for the payment of the Subscription AmountClosing); (f) all necessary regulatory the representations and CSE approvals (if any) required for entering into this Subscription Agreement and the completion warranties of the transactions contemplated under Company set forth in Section 4 of this Subscription Agreement shall have been obtained prior be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on and as of the First Closing; (g) the Company shall have performed and complied with any covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before or on the First Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's websiteClosing; (h) before the Chief Executive Officer of KiOR shall deliver to the Purchasers at the First Closing Date, a certificate certifying that the Corporation shall conditions specified in Sections 3.1(A)(iii)(f) and 3.1(A)(iii)(g) have paid the Finder’s Fee to Park Lanebeen fulfilled; (i) the sale and issuance of the Debentures and the Warrants issuable at the First ClosingKiOR shall have received all consents, the issuance of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents authorizations or approvals as may be required referred to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (j) delivery of a legal opinion dated the First Closing Date from the Corporation’s counsel as to the conditions set out in items (f) and (i) aboveSchedule 4.3, in form and substance acceptable reasonably satisfactory to KiOR and the Investor Purchasers, and its legal counselno such consent, acting reasonablyauthorization or approval shall have been revoked. (j) the Company shall have taken all action necessary to render the provisions of any “fair price,” “moratorium,” “control share acquisition” or any other takeover or anti-takeover statute or similar federal or state law, including Section 203 of the Delaware General Corporation Law, inapplicable to this Agreement and the transactions contemplated by hereby, including, without limitation, the purchase and sale of the Notes, the purchase and sale of the Shares, the grant herein of the Option Right and the purchase and sale of Shares in connection with the exercise thereof and the grant herein of preemptive rights and the purchase and sale of equity of KiOR in connection with the exercise thereof; (k) (i) the representationsCompany’s counsel, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the InvestmentWilmerHale, shall have been complied with or performed delivered a legal opinion to the Purchasers in a form to be mutually agreed by the Investor, in all material respects, on or before Purchasers and the First Closing DateCompany; (l) (i) trading in the representations, warranties and certifications common stock of KiOR shall not have been suspended by the Corporation addressed to SEC or any Permitted Exchange at any time since the Investor in date of execution of this Subscription Agreement, including in any other document delivered to and the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations common stock of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, KiOR shall have been complied with or performed by the Corporation, in at all material respects, times since such date listed for trading on or before the First Closing Datea Permitted Exchange; (m) no order ceasing or suspending trading in the Common Shares on any stock exchange Company shall have been issued and no proceeding for such purposes shall be pending or threatenedaffected the Amendment to Existing Loan; (n) all documents required pursuant to this Agreement, including without limitation, KiOR shall have executed and delivered the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory Registration Rights Agreement to the Investor, acting reasonablyPurchasers; (o) delivery of an officer's certificate by each of the Corporation Company and the Investor certifying (i) constating documents, (ii) authorizing board resolutions; (iii) incumbency; and (iv) that lenders under the condition in (k) or (l), as applicable, has been satisfiedExisting Loan shall have entered into the Subordination Agreement; (p) the Corporation Company shall have delivered a certificate provided each Purchaser with evidence of the issued and outstanding Common filing of Listing of Additional Shares from the transfer agent for the Corporation on the First Closing Date; (q) there shall not exist any Event of Default that remains uncured; (r) there shall not exist any binding commitment which Notification Form with NASDAQ with respect to a Change the shares of Control of Class A Common Stock underlying the Corporation; (s) no payment shall Notes to be owing by the Corporation to the Investor pursuant to this Subscription Agreement, except for (i) the Commitment Fees; and (ii) any Transaction Expenses or other amount, to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with issued at the First Closing; (tq) the each other Purchaser shall have, substantially simultaneously with such Purchaser, consummated those transactions contemplated by this Agreement to occur at First Closing has occurred no later than 5:00 p.m. (Toronto time) on July 31, 2019 (theClosing; and (ur) KiOR shall deliver to each Purchaser a Note in the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Investor upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount set forth opposite such Purchaser’s name under the heading “First Closing” on the Schedule of Purchasers registered in the Debentures to be issued (increased by the Principal Amount name of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of the Tranchesuch Purchaser.

First Closing. The obligations obligation of the Investor and Buyer hereunder to purchase the Corporation to complete the purchase and sale of Debentures at the First Closing are conditional upon the satisfaction of, or compliance with, or waived (is subject to the extent waivable) by the party who benefits from the conditionsatisfaction, the following conditions (the First Closing Conditions): (a) the Investor duly completes, executes and returns to the Corporation this Subscription Agreement; (b) at the close of business on the business day or before the First Closing Date, of each of the Corporation following conditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: (a) The Company, each Guarantor and/or the Chief Executive Officer (as applicable) shall have executed and delivered the Transaction Documents applicable to the Investor written notice First Closing and delivered the same to the Buyer. (b) The representations and warranties of the Commitment Warrant Exercise Price andCompany shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, based on samein which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the number date when made and as of Commitment Warrants the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company and each Guarantor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be issued;performed, satisfied or complied with by the Company and each Guarantor at or prior to the First Closing Date. (c) at least two (2) business days before the First Closing Date, the Corporation The Buyer shall have delivered to issued an irrevocable issuance instruction letter and board resolution, authorizing the Investor written notice issuance of the Advisory Fee Shares and irrevocably directing its intention Transfer Agent to issue and deliver the applicable Securities as listed in Section 2.1 for the applicable Closing (the First Closing Notice);Advisory Fee Shares to Buyer or its designee. (d) before or on the First Closing Date, the Investor The Buyer shall have delivered received an opinion of counsel from counsel to the Corporation written notice of Company in a form satisfactory to the outstanding Transaction Expenses;Buyer and its counsel. (e) at least two (2) business days before the First Closing Date, the Corporation The Buyer shall have received evidence in a form satisfactory to the Buyer that the Company has authorized the Buyer to publish such press releases with respect to this Agreement and the instant transaction, including, but not limited to, a copy of an email delivered to Mxxxxxxxxx.xxx by the Investor wire transfer instructions for Company whereby the payment of Company authorizes the Subscription Amount;Buyer to use its name and, if applicable, stock symbol, in connection with current or fxxxxx xxxxx releases. (f) all necessary regulatory The Company and CSE approvals (if any) required for entering into this Subscription Agreement each Guarantor shall have executed and the completion delivered to Buyer a closing certificate, certified as true, complete and correct by an officer of the transactions contemplated under this Subscription Agreement Company or Guarantor, in substance and form required by Buyer, which closing certificate shall have been obtained prior to the First Closing; (g) before or on the First Closing Date, the Corporation shall have posted CSE Form 9 include and CSE Form 6 on the CSE's website; (h) before the First Closing Date, the Corporation shall have paid the Finder’s Fee to Park Lane; attach as exhibits: (i) a true copy of a certificate of good standing evidencing the sale formation and issuance good standing of the Debentures and the Warrants issuable at the First Closing, the issuance of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt Company or Guarantor from the requirement to file a prospectus secretary of state (or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (jcomparable office) delivery of a legal opinion dated the First Closing Date from the Corporation’s counsel as to jurisdiction in which the conditions set out in items (f) and (i) above, in form and substance acceptable to the Investor and its legal counsel, acting reasonably; (k) (i) the representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as at the First Closing DateCompany is formed; and (ii) the covenants and obligations of the Investor (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, shall have been complied with Company’s or performed by the Investor, in all material respects, on or before the First Closing Date; (l) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the First Closing Date; (m) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) all documents required pursuant to this Agreement, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (o) delivery of an officer's certificate by each of the Corporation and the Investor certifying (i) constating documents, (ii) authorizing board resolutionsGuarantor’s Organizational Documents; (iii) incumbencycopies of the resolutions of the board of directors of the Company or Guarantor as adopted by the Company’s or Guarantor’s board of directors, in a form acceptable to Buyer; and (iv) that resolution of the condition Guarantor’s shareholders, approving and authorizing the execution, delivery and performance of the Transaction Documents to which it is party and the transactions contemplated thereby, in a form acceptable to the Buyer. (kg) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect. (h) The Buyer shall have received copies of UCC search reports, issued by the Secretary of State of the state of incorporation or (l)residency, as applicable, has been satisfied; (p) the Corporation shall have delivered a certificate of the issued Company and outstanding Common Shares from each Guarantor, dated such a date as is reasonably acceptable to Buyer, listing all effective financing statements which name the transfer agent for the Corporation on the First Closing Date;Company and each Guarantor, under their present name and any previous names, as debtors, together with copies of such financing statements. (q) there shall not exist any Event of Default that remains uncured; (r) there shall not exist any binding commitment which respect to a Change of Control of the Corporation; (s) no payment shall be owing by the Corporation to the Investor pursuant to this Subscription Agreement, except for (i) The Company and each Guarantor shall have executed such other agreements, certificates, confirmations or resolutions as the Commitment Fees; Buyer may require to consummate the transactions contemplated by this Agreement and (ii) any the Transaction Expenses or other amountDocuments, to the extent the parties agreed in writing that such payment shall occur including a closing statement and joint disbursement instructions as may be required by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the First Closing; (t) the First Closing has occurred no later than 5:00 p.m. (Toronto time) on July 31, 2019 (the (u) the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Investor upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of the TrancheBuyer.