Common use of Further Acknowledgments and Covenants of the Subscriber Clause in Contracts

Further Acknowledgments and Covenants of the Subscriber. The Subscriber, on its own behalf and, if applicable, on behalf of each beneficial purchaser, including any Disclosed Principal, for whom it is acting hereunder, hereby acknowledges, covenants and agrees as follows: (a) It has received and reviewed a copy of the Term Sheet attached hereto as Schedule “A” setting out the principal terms of the Offering. The Warrants shall be in the same form issued to subscribers in the Concurrent Brokered Offering). (b) There are risks associated with the purchase of the Units and no securities commission, agency, governmental authority, regulatory body, stock exchange or similar regulatory authority has reviewed or passed on the merits of the Units, Common Shares, Warrants or Underlying Shares nor have any such agencies or authorities made any recommendations or endorsements with respect to the Units, Common Shares, Warrants or Underlying Shares. (c) The Units offered hereby and the underlying Common Shares, Warrants or Underlying Shares, are subject to statutory resale restrictions under the Securities Laws of the jurisdiction in which the Subscriber resides and under other applicable Securities Laws, and the Subscriber covenants that it will not resell the Common Shares, Warrants or Underlying Shares except in compliance with such laws and the Subscriber acknowledges that it is solely responsible (and the Corporation is not in any way responsible) for such compliance. (d) The Subscriber’s ability to transfer the Common Shares, Warrants or Underlying Shares is limited by, among other things, applicable Securities Laws. (e) The Common Shares and Warrants (and the Underlying Shares, if issued prior to the date that is four months and one day after the Closing Date) shall have attached to them, whether through the electronic deposit system of CDS, an ownership statement issued under a direct registration system or other electronic book based system, or on

Further Acknowledgments and Covenants of the Subscriber. The Subscriber, on its own behalf and, if applicable, on behalf of each beneficial purchaser, including any Disclosed Principal, for whom it is acting hereunder, hereby acknowledges, covenants and agrees as follows: (a) It has received and reviewed a copy of the Term Sheet attached hereto as Schedule “A” setting out the principal terms of the Offering. The Warrants shall be in such form and contain such terms and conditions as agreed to by the same form issued to subscribers in Corporation and the Concurrent Brokered Offering)Agent. (b) There are risks associated with the purchase of the Units and no securities commission, agency, governmental authority, regulatory body, stock exchange or similar regulatory authority has reviewed or passed on the merits of the Units, Common Shares, Warrants or Underlying Shares nor have any such agencies or authorities made any recommendations or endorsements with respect to the Units, Common Shares, Warrants or Underlying Shares. (c) The Units offered hereby and the underlying Common Shares, Warrants or Underlying Shares, are subject to statutory resale restrictions under the Securities Laws of the jurisdiction in which the Subscriber resides and under other applicable Securities Laws, and the Subscriber covenants that it will not resell the Common Shares, Warrants or Underlying Shares except in compliance with such laws and the Subscriber acknowledges that it is solely responsible (and neither the Corporation is not nor the Agent are in any way responsible) for such compliance. (d) The Subscriber’s ability to transfer the Common Shares, Warrants or Underlying Shares is limited by, among other things, applicable Securities Laws. (e) The Common Shares and Warrants (and the Underlying Shares, if issued prior to the date that is four months and one day after the Closing Date) shall have attached to them, whether through the electronic deposit system of CDS, an ownership statement issued under a direct registration system or other electronic book based system, or onon certificates that may be issued, as applicable, any legends as may be prescribed by CDS in addition to the legend substantially in the following form and with the necessary information inserted: (1) DAY AFTER CLOSING DATE].” (f) The Agent and/or its directors, officers, employees, agents and representatives assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any publicly available information concerning the Corporation or as to whether all information concerning the Corporation that is required to be disclosed or filed by the Corporation under the Securities Laws has been so disclosed or filed.

Further Acknowledgments and Covenants of the Subscriber. The Subscriber, on its own behalf and, if applicable, on behalf of each beneficial purchaser, including any Disclosed Principal, for whom it is acting hereunder, hereby acknowledges, covenants and agrees as follows: (a) It has received and reviewed a copy of the Term Sheet attached hereto as Schedule “A” setting out the principal terms of the Offering. The Warrants Convertible Debentures shall be in such form and contain such terms and conditions as agreed to by the same form issued to subscribers in Corporation on advice of the Concurrent Brokered Offering)Financial Advisor. (b) There are risks associated with the purchase of the Units Convertible Debentures and no securities commission, agency, governmental authority, regulatory body, stock exchange or similar regulatory authority has reviewed or passed on the merits of the UnitsConvertible Debentures, Common Shares, Warrants the Underlying Shares or Underlying the Interest Shares nor have any such agencies or authorities made any recommendations or endorsements with respect to the UnitsConvertible Debentures, Common the Underlying Shares or the Interest Shares, Warrants or Underlying Shares.. LEGAL*59255427.2 (c) The Units Convertible Debentures offered hereby are, and the underlying Common SharesUnderlying Shares and the Interest Shares may be, Warrants or Underlying Shares, are subject to statutory resale restrictions under the Securities Laws of the jurisdiction in which the Subscriber resides and under other applicable Securities Laws, and the Subscriber covenants that it will not resell the Common Shares, Warrants Convertible Debentures or the Underlying Shares or the Interest Shares except in compliance with such laws and the Subscriber acknowledges that it is solely responsible (and neither the Corporation is not nor the Financial Advisor are in any way responsible) for such compliance. (d) The Subscriber’s ability to transfer the Common SharesConvertible Debentures, Warrants the Underlying Shares or Underlying the Interest Shares is limited by, among other things, applicable Securities Laws. (e) The Common Shares and Warrants Convertible Debentures (and the Underlying Shares and the Interest Shares, if issued prior to the date that is four months and one day after the Closing Date) shall have attached to them, whether through the electronic deposit system of CDS, an ownership statement issued under a direct registration system or other electronic book based system, or onon certificates that may be issued, as applicable, any legends as may be prescribed by CDS in addition to the legend substantially in the following form and with the necessary information inserted: (1) DAY AFTER CLOSING DATE].” (f) The Financial Advisor and each of its directors, officers, employees, agents and representatives assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any publicly available information concerning the Corporation or as to whether all information concerning the Corporation that is required to be disclosed or filed by the Corporation under the Securities Laws has been so disclosed or filed. (g) The Corporation is relying on the acknowledgements, representations, warranties and covenants contained herein and in the applicable Schedules attached hereto to determine the Subscriber’s eligibility to subscribe for the Convertible Debentures under applicable Securities Laws. The Subscriber undertakes to immediately notify the Corporation of any change in any statement or other information relating to the Subscriber contained herein or set forth in such applicable Schedules which takes place prior to the Closing Time. (h) The Corporation is relying on certain exemptions from the requirement to provide the Subscriber with a prospectus under the Securities Laws and, as a consequence of acquiring the Convertible Debentures pursuant to such exemptions: (i) certain protections, rights and remedies provided by the Securities Laws, including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectus, will not be available to the Subscriber; (ii) the common law may not provide the Subscriber with an adequate remedy in the event that it suffers investment losses in connection with its subscription for the Convertible Debentures; LEGAL*59255427.2 (iii) the Subscriber may not receive information that would otherwise be required to be given under the Securities Laws; and (iv) the Corporation is relieved from certain obligations that would otherwise apply under the Securities Laws. (i) The Subscriber is responsible for obtaining such legal and tax advice as it considers appropriate in connection with the execution, delivery and performance of this Subscription Agreement and the transactions contemplated under this Subscription Agreement. The Subscriber is not relying on the Corporation, the Financial Advisor or their respective affiliates or counsel in this regard. (j) This offer to subscribe is made for valuable consideration and, after the acceptance hereof by the Corporation, may not be withdrawn, cancelled, terminated or revoked by the Subscriber without the consent of the Corporation. (k) There is no government or other insurance covering the Convertible Debentures, the Underlying Shares or the Interest Shares. (l) Legal counsel retained by the Corporation and the Financial Advisor are acting as counsel to the Corporation and the Financial Advisor, respectively, not as counsel to the Subscriber. (m) The offer, issuance, sale and delivery of the Convertible Debentures is conditional upon such sale being exempt from the prospectus filing or registration requirements and the requirements to deliver an offering memorandum in connection with the distribution of the Convertible Debentures under the Securities Laws of the jurisdiction in which the Subscriber resides and other applicable Securities Laws 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. (n) The Corporation may complete additional financings in the future in order to develop the business of the Corporation and fund its ongoing development, and such future financings may have a dilutive effect on current shareholders or securityholders of the Corporation, including the Subscriber. (o) There are risks associated with the purchase of the Convertible Debentures and the Subscriber may lose his, her or its entire investment. (p) The Subscriber acknowledges that this Subscription Agreement and the schedules hereto require the Subscriber to provide certain personal information to the Corporation. Such information is being collected by the Corporation for the purposes of completing the Offering, which includes, without limitation, determining the Subscriber’s eligibility to purchase the Convertible Debentures under the Securities Laws and other applicable securities laws, preparing and registering the Convertible Debentures to be issued to the Subscriber and completing filings required by any stock exchange or securities regulatory authority. The Subscriber’s personal information may be disclosed by the Corporation to: (a) stock exchanges or securities regulatory authorities, (b) the Canada Revenue Agency, and (c) any of the other parties involved in the Offering, including legal counsel and may be included in record books in connection with the Offering. By executing this Subscription Agreement, the Subscriber consents to the foregoing collection, use and disclosure of the Subscriber’s personal information. The Subscriber also consents to the LEGAL*59255427.2 filing of copies or originals of any of the Subscriber’s documents as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby. The Subscriber represents and warrants that it has the authority to provide the consents and acknowledgements set out in this paragraph on behalf of each Disclosed Principal. (q) The Subscriber acknowledges and consents to the collection, use and disclosure of personal information, including information provided by the Subscriber on the face page of this Subscription Agreement and in the Schedules attached hereto, by the CSE and its affiliates, authorized agents, subsidiaries and divisions, including the CSE for the following purposes: (i) to verify personal information that has been provided about each individual, (ii) to provide disclosure to market participants as to the security holdings of directors, officers, other insiders and promoters of the issuer or its associates or affiliates, (iii) to conduct enforcement proceedings, and (iv) to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the CSE, Securities Laws and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada. As part of this process, the Subscriber further acknowledges that the CSE also collects additional personal information from other sources, including but not limited to, securities regulatory authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, regulations services providers and each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes set out above can be accomplished. The personal information collected by the CSE may also be disclosed (i) to the aforementioned agencies and organizations or as otherwise permitted or required by law and may be used for the purposes described above for their own investigations, and (ii) on the CSE’s website or through printed materials published by or pursuant to the directions of the CSE. The CSE may from time to time use third parties to process information and/or provide other administrative services and may share information with such third party services providers. (r) The information provided by the Subscriber on the face page of this Subscription Agreement identifying the name, address and telephone number of the Subscriber, the number of Convertible Debentures being purchased hereunder, the Subscription Amount, the Closing Date and the exemption that the Subscriber is relying on in purchasing the Convertible Debentures will be disclosed to certain Securities Regulators, and such information is being indirectly collected by the Securities Regulators under the authority granted to it under securities legislation. This information is being collected for the purposes of the administration and enforcement of the securities legislation of the jurisdiction and policy development. The Subscriber hereby acknowledges and consents to the collection, use, and disclosure of certain personal information by the applicable Security Regulators, including the publishing or otherwise making available to the public personal information including, for individuals, their name, number and type of securities purchased, the total Subscription Amount, and their Insider or Registrant status, if applicable, and for non-individual Subscribers, the above information and their address, contact person name and telephone number and the exemption that the Subscriber is relying on in purchasing the Convertible Debentures. If required by applicable securities legislation, regulatory policy or order or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver and file and otherwise assist the Corporation in filing reports, questionnaires, undertakings and other documents with respect to the issuance of the Convertible Debentures. LEGAL*59255427.2 (s) In the event the Subscriber has any questions with respect to the indirect collection of such information by the Securities Regulators, the Subscriber should contact the securities regulatory authority at the contact details provided in Schedule “G”. (t) There may be material tax consequences to the Subscriber of an acquisition, conversion or disposition of the Convertible Securities and on the disposition of the Underlying Shares or Interest Shares, and neither the Corporation nor the Financial Advisor gives any opinion or makes any representation with respect to the tax consequences to the Subscriber under United States federal, state or local, Canadian federal, provincial or local or other foreign tax law with respect to the foregoing.

Further Acknowledgments and Covenants of the Subscriber. The Subscriber, on its own behalf and, if applicable, on behalf of each beneficial purchaser, including any Disclosed Principal, for whom it is acting hereunder, hereby Subscriber acknowledges, covenants and agrees as follows: (a) It has received and reviewed a copy of the Term Sheet attached hereto as Schedule “A” setting out the principal terms of the Offering. The Warrants shall be in the same form issued to subscribers in the Concurrent Brokered Offering). (b) There are risks associated with the purchase of the Units Convertible Debentures [and the Warrants] and no securities commission, agency, governmental authority, regulatory body, stock exchange or similar regulatory authority has reviewed or passed on the merits of the Units, Common Shares, Warrants Convertible Debentures or Underlying Shares [the Warrants] nor have any such agencies or authorities made any recommendations or endorsements endorsement with respect to the Units, Common Shares, Warrants Convertible Debentures or Underlying Sharesthe Warrants. (cb) The Units offered hereby and the underlying Common SharesConvertible Debentures, Warrants or Underlying Shares, are [the Warrants and the Warrants Shares] may be subject to statutory resale restrictions under the Securities Laws of the jurisdiction in which the Subscriber resides Designated Province and under other applicable Securities Lawssecurities laws, and the Subscriber covenants that it will not resell the Common Convertible Debentures, the Underlying Shares, Warrants [the Warrants, or Underlying Shares the Warrant Shares] except in compliance with such laws and the Subscriber acknowledges that it is solely responsible (and neither the Corporation is not nor the Agent are in any way responsible) for such compliance. (dc) The Subscriber’s ability to transfer the Common Convertible Debentures, the Underlying Shares, [the Warrants, and the Warrants or Underlying Shares Shares] is limited by, among other things, applicable Securities Laws. (d) The Convertible Debentures [and the Warrants] shall have attached to them a legend setting out resale restrictions under applicable Securities Laws substantially in the following form (and with the necessary information inserted): (e) The Common Shares Agent and/or their directors, officers, employees, agents and Warrants representatives assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any publicly available information concerning the Corporation or as to whether all information concerning the Corporation that is required to be disclosed or filed by the Corporation under the Securities Laws has been so disclosed or filed. (and f) The Corporation is relying on an exemption from the requirement to provide the Subscriber with a prospectus under the Securities Laws and, as a consequence of acquiring the Convertible Debentures, the Underlying Shares, if issued prior [the Warrants, and the Warrants Shares] pursuant to such exemption: (i) certain protections, rights and remedies provided by the Securities Laws, including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectus, will not be available to the date Subscriber; (ii) the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement; (iii) the Subscriber may not receive information that would otherwise be required to be given under the Securities Laws; and (iv) the Corporation is four months relieved from certain obligations that would otherwise apply under the Securities Laws. (g) The offer, issuance, sale and one day after delivery of the Convertible Debentures, the Underlying Shares, [the Warrants, and the Warrants Shares] is conditional upon such sale being exempt from the prospectus filing or registration requirements and the requirements to deliver an offering memorandum in connection with the distribution of the Convertible Debentures [and the Warrants] under the Securities Laws of the Designated Province 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. (h) The Corporation may complete additional financings in the future in order to develop the business of the Corporation and fund its ongoing development, and such future financings may have a dilutive effect on current shareholders or securityholders of the Corporation, including the Subscriber. (i) There is no government or other insurance covering the Convertible Debentures, the Underlying Shares, [the Warrants, or the Warrant Shares]. (j) Legal counsel retained by the Corporation and legal counsel retained by the Agent are acting as counsel to the Corporation and the Agent respectively, and not as counsel to the Subscriber. (k) The Subscriber acknowledges that this Subscription Agreement requires the Subscriber to provide certain personal information to the Corporation. Such information is being collected by the Corporation for the purposes of completing the Offering, which includes, without limitation, determining the Subscriber’s eligibility to purchase the Convertible Debentures [and the Warrants] under the Securities Laws and other applicable securities laws and completing filings required by any stock exchange or securities regulatory authority. The Subscriber’s personal information may be disclosed by the Corporation to: (a) stock exchanges or securities regulatory authorities, (b) the Canada Revenue Agency or other taxing authorities, and (c) legal counsel to the Corporation and the Agent and may be included in record books in connection with the Offering. By executing this Subscription Agreement, the Subscriber consents to the foregoing collection, use and disclosure of the Subscriber’s personal information. The Subscriber also consents to the filing of copies or originals of any of the Subscriber’s documents described herein as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby. (l) The Subscriber acknowledges and consents to the collection, use and disclosure of personal information, including information provided by the Subscriber on page 2 of this Subscription Agreement, by the CSE and its affiliates, authorized agents, subsidiaries and divisions, including the CSE for the following purposes: (i) to verify personal information that has been provided about each individual, (ii) to provide disclosure to market participants as to the security holdings of directors, officers, other insiders and promoters of the issuer or its associates or affiliates, (iii) to conduct enforcement proceedings, and (iv) to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the CSE, Securities Laws and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada. As part of this process, the Subscriber further acknowledges that the CSE also collects additional personal information from other sources, including but not limited to, securities regulatory authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, regulations services providers and each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes set out above can be accomplished. The personal information collected by the CSE may also be disclosed (i) to the aforementioned agencies and organizations or as otherwise permitted or required by law and may be used for the purposes described above for their own investigations, and (ii) on the CSE’s website or through printed materials published by or pursuant to the directions of the CSE. The CSE may from time to time use third parties to process information and/or provide other administrative services and may share information with such third party services providers. (m) The information provided by the Subscriber on page 2 of this Subscription Agreement identifying the name, address and telephone number of the Subscriber, the number of Convertible Debentures [and Warrants] being purchased hereunder, the Subscription Amount, the Closing Date) shall have attached Date and the exemption that the Subscriber is relying on in purchasing the Convertible Debentures [and Warrants] will be disclosed to themthe Securities Commission, whether through and such information is being indirectly collected by the electronic deposit system Securities Commission under the authority granted to it under securities legislation. This information is being collected for the purposes of CDSthe administration and enforcement of the securities legislation of the Designated Province and policy development. The Subscriber hereby authorizes the indirect collection of such information by the Securities Commission. In the event the Subscriber has any questions with respect to the indirect collection of such information by the Securities Commission, an ownership statement issued under a direct registration system or other electronic book based system, or onthe Subscriber should contact the securities regulatory authority at the contact details provided in Schedule “A”.