Common use of General Contract Provisions Clause in Contracts

General Contract Provisions. 13.1 Any notice or other communication to be given hereunder shall be in writing and shall be given by delivery or by facsimile or email, as applicable, as follows: if to the Company: Helius Medical Technologies, Inc. 00 Xxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attention: Xxxxx XxXxxxxxxx, Chief Financial Officer and Chief Operating Officer Fax No.: 000 000-0000 Email: xxxxxxxxxxx@xxxxxxxxxxxxx.xxx with a copy to: Blakes, Xxxxxxx & Xxxxxxx LLP Attention: Xxxxxxxx Xxxxx Fax No.: 000-000-0000 Email: Xxxxxxxx.Xxxxx@xxxxxx.xxx and: Proskauer Rose LLP Attention: Xxx Xxxxxxx Fax No.: 000-000-0000 Email: Xxxxxxxx@xxxxxxxxx.xxx or if to the Agent: Mackie Research Capital Corporation Attention: Xxxxxxx Xxxxx, Managing Director Investment Banking Fax No.: n/a Email: xxxxxx@xxxxxxxxxxxxxx.xxx with a copy to: with a copy to (not to constitute notice to the Agent): Dentons Canada LLP Attention: Xxxxxx Xxxxx Fax No.: 000-000-0000 Email: xxxxxx.xxxxx@xxxxxxx.xxx and if so given, shall be deemed to have been given and received upon receipt by the addressee or a responsible officer of the addressee if delivered, or four hours after being faxed and receipt confirmed or emailed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or facsimile number or email. 13.2 This Agreement and the other documents herein referred to constitute the entire Agreement between the Agent and the Company relating to the subject matter hereof and supersedes all prior Agreements between the Agent and the Company with respect to their respective rights and obligations in respect of the Offering, including the engagement letter between the Agent and the Company dated November 26, 2015. 13.3 The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement. 13.4 The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company and the Agent and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein, this Agreement shall not be assignable by any party without the written consent of the others. 13.5 Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement. 13.6 Time shall be of the essence for all provisions of this Agreement. 13.7 This Agreement may be executed by electronic means and in one or more counterparts which, together, shall constitute an original copy hereof as of the date first noted above. If this Agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Company, please communicate your acceptance by executing where indicated below. Yours very truly,

General Contract Provisions. 13.1 Any notice 1. The Parties hereto shall sign and deliver such further and other papers, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their vote and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give effect to this Agreement and every part thereof. 2. All notices, requests, demands or other communication communications by the terms hereof required or permitted to be given hereunder shall be in writing and or made by one party to another shall be given in writing by delivery or by facsimile or (i) email, as applicablewith proof of delivery, addressed to such other party’s email address below; or (ii) registered mail, postage prepaid, addressed to such other party or delivered to such other party, at such other party’s mailing address below, as follows: if If to the CompanySellers: Helius Medical TechnologiesXxxxxx Xxxxx 000 Xxxxxx Xxxx Blvd. Xxxxxxxxx, Ontario L4J 9B8 Email: xxx@xxxxxxxxxxxxx.xxx Xxxxxx Xxxxx 000 Xxxxxxxxxxx Xxxx Xxxx. Toronto, Ontario M5N 1T5 Email: xxx@xxxxxxxxxxxxx.xxx Xxxxxxx Xxxxxxx 0 Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Email: xxxx.xxxxxxx@xxxxx.xxx 909663 Ontario Limited 000 Xxxxxxxxxxx Xxxx Xxxx. Toronto, Ontario M5N 1T5 Email: xxx@xxxxxxxxxxxxx.xxx If to Purchaser: International Star, Inc. 00 Xxxxxxxxxx Attention: Xxxxxx Xxxxxxxxx, Interim CEO 0 Xxx Xxxxx Xxxxx 00000 Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attention: Xxxxx XxXxxxxxxx, Chief Financial Officer and Chief Operating Officer Fax No.: 000 000-0000 Email: xxxxxxxxxxx@xxxxxxxxxxxxx.xxx with With a copy to: BlakesXxx Xxxxxx, Xxxxxxx & Xxxxxxx LLP Attention: Xxxxxxxx Xxxxx Fax No.: 000-000-0000 Esq. c/x Xxxxxx Legal 00 Xxxx Xxxx Spring Valley, New York 10977 Email: Xxxxxxxx.Xxxxx@xxxxxx.xxx and: Proskauer Rose LLP Attention: Xxx Xxxxxxx Fax No.: 000-000-0000 Email: Xxxxxxxx@xxxxxxxxx.xxx xx@xxxxxxxxxxx.xxx or such other address or addresses as the party to whom such notice, document or other communication is given may have designated by notice so given to any party hereto. Any notice, document or other communication, if to the Agent: Mackie Research Capital Corporation Attention: Xxxxxxx Xxxxx, Managing Director Investment Banking Fax No.: n/a Email: xxxxxx@xxxxxxxxxxxxxx.xxx with a copy to: with a copy to (not to constitute notice to the Agent): Dentons Canada LLP Attention: Xxxxxx Xxxxx Fax No.: 000-000-0000 Email: xxxxxx.xxxxx@xxxxxxx.xxx and if so givenmailed, shall be deemed to have been given on the fourth (4th) business day following the postmarked date thereof and received upon receipt by the addressee or a responsible officer of the addressee if delivered, on the day of delivery, if a business day, or four hours after being faxed and receipt confirmed or emailed during normal if not a business hoursday, as on the case may be. Any party may, at any time, give notice in writing to business day next following the others in the manner provided for above date of any change of address or facsimile number or emaildelivery. 13.2 3. This Agreement Agreement, the Promissory Note, and the other documents herein referred to terms hereof and thereof, shall constitute the entire Agreement agreement between the Agent and the Company relating to the subject matter hereof and supersedes all prior Agreements between the Agent and the Company Parties hereto with respect to their respective rights and obligations in respect all of the Offeringmatters herein and its execution has not been induced by, including nor do any of the engagement letter between the Agent Parties hereto rely upon or regard as material any representations or writings whatsoever not incorporated herein and the Company dated November 26, 2015. 13.3 The invalidity or unenforceability of any particular provision of this made a part hereof. This Agreement shall not affect be amended, altered or limit qualified except by a memorandum in writing signed by all the validity Parties hereto and any amendment, alteration or enforceability of the remaining provisions of this Agreement. 13.4 The terms qualification hereof shall be null and provisions of this Agreement void and shall not be binding upon any party who has not given his consent as aforesaid. 4. All words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or Parties referred to in each case require, and the verb agreeing therewith shall be construed as agreeing with the required word and pronoun. 5. All headings and titles in this Agreement are for reference only and are not to be used in the interpretation of the terms hereof. 6. This Agreement shall enure to the benefit of and be binding upon the Company and the Agent and Parties hereto, their respective executorsheirs, heirslegal personal representatives, successors and permitted assigns; provided that, except as provided herein, this Agreement shall not be assignable by any party without the written consent of the others. 13.5 Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement. 13.6 Time shall be of the essence for all provisions of this Agreement. 13.7 This Agreement may be executed by electronic means and in one or more counterparts which, together, shall constitute an original copy hereof as of the date first noted above. If this Agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Company, please communicate your acceptance by executing where indicated below. Yours very truly,

General Contract Provisions. 13.1 15.1 Any notice or other communication to be given hereunder shall be in writing and shall be given by delivery or by facsimile or email, as applicabletelecopier, as follows: if to the CompanyCorporation: Helius Medical TechnologiesVoice Mobility International, Inc. 00000 Xxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxxx, XX X0X 0X0 ATTENTION: XXX XXXXXX, CHIEF EXECUTIVE OFFICER Fax: (000) 000-0000 and copy to: Catalyst Corporate Finance Lawyers 0000 Xxxxxxxx Xxxxxx X.X. Xxxxxxxxx, XX X0X 0X0 ATTENTION: XXXXX X. XXXXX Fax: (000) 000-0000 or if to the Agents: Loewen, Ondaatje, XxXxxxxxxx Limited Xxxxx 0000 00 Xxxxxxxxxx XxxxxXxxxxx Xxxx Xxxxxxx, XX X0X 0X0 ATTENTION: XXXXXXX XXXX, DIRECTOR AND PARTNER OF CORPORATE FINANCE Fax: (000) 000-0000 to: Acumen Capital Finance Partners Limited 000 - 0xx Xxxxxx X.X. Xxxxx 000 Xxxxxxx, XX 00000 AttentionX0X 0X0 ATTENTION: Xxxxx XxXxxxxxxxXXXXXXX X. XXXX, Chief Financial Officer and Chief Operating Officer Fax No.VICE PRESIDENT, INVESTMENT BANKING Fax: 000 (000) 000-0000 Emailto: xxxxxxxxxxx@xxxxxxxxxxxxx.xxx Paradigm Capital Inc. 00 Xxxxxxxxxx Xxxxxx Xxxx Xxxxx 0000 Xxxxxxx, XX X0X 0X0 ATTENTION: XXXX XXXXX, CHAIRMAN Fax: (000) 000-0000 with a copy to: BlakesFraser Xxxxxx Casgrain LLP Suite 3900 1 First Canadian Place 000 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx & Xxxxxxx LLP AttentionXX X0X 0X0 ATTENTION: Xxxxxxxx Xxxxx Fax No.XXXXXXX XXXXXX Fax: (000-) 000-0000 Email: Xxxxxxxx.Xxxxx@xxxxxx.xxx and: Proskauer Rose LLP Attention: Xxx Xxxxxxx Fax No.: 000-000-0000 Email: Xxxxxxxx@xxxxxxxxx.xxx or if to the Agent: Mackie Research Capital Corporation Attention: Xxxxxxx Xxxxx, Managing Director Investment Banking Fax No.: n/a Email: xxxxxx@xxxxxxxxxxxxxx.xxx with a copy to: with a copy to (not to constitute notice to the Agent): Dentons Canada LLP Attention: Xxxxxx Xxxxx Fax No.: 000-000-0000 Email: xxxxxx.xxxxx@xxxxxxx.xxx and if so given, shall be deemed to have been given and received upon receipt by the addressee or a responsible officer of the addressee if delivered, or four hours after being faxed telecopied and receipt confirmed or emailed during normal business hourshours at the location of the recipient, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or facsimile number or emailtelecopier number. 13.2 15.2 This Agency Agreement and the other documents herein referred to (including the Subscription Agreements) constitute the entire Agreement agreement between the Agent Agents and the Company Corporation relating to the subject matter hereof and supersedes supersede all prior Agreements agreements between the Agent Agents and the Company Corporation with respect to their respective rights and obligations in respect of the Offering, including the engagement letter between the Agent and the Company dated November 26, 2015. 13.3 The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement. 13.4 The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company and the Agent and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein, this Agreement shall not be assignable by any party without the written consent of the others. 13.5 Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement. 13.6 Time shall be of the essence for all provisions of this Agreement. 13.7 15.3 This Agency Agreement may be executed by electronic means telecopier and in one or more counterparts which, together, shall constitute an original copy hereof as of the date first noted above. If this Agency Agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the CompanyCorporation, please communicate your acceptance by executing where indicated belowbelow and returning one originally executed copy to the Agents. Yours very truly,, LOEWEN, ONDAATJE, XXXXXXXXXX LIMITED By: /s/ Xxxxxxx Xxxx ---------------------------------------------------- Name: Xxxxxxx Xxxx Title: Director and Partner of Corporate Finance ACUMEN CAPITAL FINANCE PARTNERS LIMITED By: /s/ Xxxxxxx X. Xxxx ---------------------------------------------------- Name: Xxxxxxx X. Xxxx Title: Vice President, Investment Banking PARADIGM CAPITAL INC. By: /s/ Xxxx Xxxxxxx ---------------------------------------------------- Name: Xxxx Xxxxxxx Title: Partner The foregoing accurately reflects the terms of the transaction which we are to enter into and such terms are agreed to with effect as of the date first above written. VOICE MOBILITY INTERNATIONAL, INC. By: /s/ Xxx Xxxxxx ---------------------------------------------------- Name: Xxx Xxxxxx Title: Chief Executive Officer SCHEDULE "A" DETAILS OF THE OFFERING This is Schedule "A" to the Agency Agreement between, Voice Mobility International, Inc., Loewen, Ondaatje, XxXxxxxxxx Limited, Acumen Capital Finance Partners Limited and Paradigm Capital Inc. made as of March 28, 2001. TERM SHEET THE ISSUER: Voice Mobility International, Inc. (the "Company").

General Contract Provisions. 13.1 Any notice 13.01 All notices, requests, demands or other communication communications by the terms hereof required or permitted to be given hereunder shall be in writing and by one party to another shall be given in writing by delivery registered mail, postage prepaid, addressed to such other party or by facsimile delivered or email, as applicable, faxed to such other party as follows: if : (a) to the CompanyVendors at: Helius Medical Technologies0000 Xxxxxxxx Xxxx NWEdmonton, Inc. 00 Xxxxxxxxxx Xxxxx, AlbertaT6R 3P9 Attention: Xxxx XxXxxxxx and Xxxxxx McDonaldEmail: xxxxxxxxx@xxxxxxxxxxxx.xx (b) to the Purchaser at: 62930 X. X. Xxxxx 000 XxxxxxxXx.Xxxxx 000Xxxx, XX 00000 Attention: Xxxxx XxXxxxxxxxXxxxxxx WaldropEmail: xxxxxxx@xxxxxxxx.xxx (c) to the Corporation at: 0000 Xxxxxxxx Xxxx NWEdmonton, Chief Financial Officer and Chief Operating Officer Fax No.: 000 000-0000 Email: xxxxxxxxxxx@xxxxxxxxxxxxx.xxx with a copy to: Blakes, Xxxxxxx & Xxxxxxx LLP AlbertaT6R 3P9 Attention: Xxxxxxxx Xxxxx Fax No.Xxxx McDonaldEmail: 000-000-0000 Email: Xxxxxxxx.Xxxxx@xxxxxx.xxx and: Proskauer Rose LLP Attention: Xxx Xxxxxxx Fax No.: 000-000-0000 Email: Xxxxxxxx@xxxxxxxxx.xxx xxxxxxxxx@xxxxxxxxxxxx.xx or if at such other addresses or fax numbers as may be given by any of them to the Agent: Mackie Research Capital Corporation Attention: Xxxxxxx Xxxxxothers and such notices, Managing Director Investment Banking Fax No.: n/a Email: xxxxxx@xxxxxxxxxxxxxx.xxx with a copy to: with a copy to (not to constitute notice to the Agent): Dentons Canada LLP Attention: Xxxxxx Xxxxx Fax No.: 000-000-0000 Email: xxxxxx.xxxxx@xxxxxxx.xxx requests, demands, acceptances and if so given, other communications shall be deemed to have been given received on the next Business Day following the day of delivery or fax; or if mailed, three (3) Business Days after the mailing thereof. In the event of a strike or other disruption of postal service all notices will be forwarded by delivery or fax. 13.02 The parties hereto shall sign such further and received other papers, cause such meetings to be held, resolutions passed, by-laws enacted, exercise their votes and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every part hereof. 13.03 Each party shall be responsible for and bear all of its own costs and expenses in respect of the transactions contemplated by this Agreement. For greater certainty, the Vendors shall be responsible for and bear all of the costs and expenses, including legal fees, of the Corporation relating to the period up to and including the Closing Date including with respect to the Pre-Closing Reorganization. 13.04 This Agreement shall enure to the benefit of and be binding upon receipt the parties hereto and their respective heirs, executors, administrators, successors and assigns. 13.05 Any tender of documents or any money hereunder shall be made upon the Vendors or the Purchaser or any solicitor acting for them and the money shall be tendered by negotiable cheque certified by a bank or by wire transfer. 13.06 The parties shall consult with each other before issuing any press release or making any other public announcement with respect to this Agreement or the transactions contemplated hereunder and no party shall issue any such press release or make any such public announcement without the prior written consent of the others (which consent shall not be unreasonably withheld or delayed). 13.07 Any dispute between the parties hereto with respect to the subject matter of this Agreement a Claim shall be resolved as follows: (a) First, the parties shall submit the matter to a mutually agreed to mediation service for mediation by providing to the mediation service a joint, written request for mediation, setting forth the subject of the dispute and the relief requested. The parties shall cooperate with the mediation service and with one another in selecting a neutral mediator and in scheduling the mediation proceedings. The parties covenant that they will use commercially reasonable efforts in participating in the mediation. The parties agree that the mediator’s fees and expenses and the costs incidental to the mediation will be shared equally between the parties. The place of the mediation shall be Edmonton, Alberta The parties agree that all offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the addressee or a responsible officer mediator and any employees of the addressee if deliveredmediation service, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation, arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non- discoverable as a result of its use in the mediation. (b) If the parties cannot resolve for any reason, including, but not limited to, the failure of either party to agree to enter into mediation or agree to any settlement proposed by the mediator, any Claim within thirty (30) days after the date such Claim first arises, either party may commence binding arbitration in accordance with the provisions of the Alberta Arbitration and Mediation Society (the “Institute”) pursuant to the Arbitration Act (Alberta) and based upon the following: (i) the arbitration tribunal shall consist of one (1) arbitrator appointed by mutual agreement of the parties, or four hours after in the event of failure to agree on an arbitrator within seven (7) Business Days of the date on which a dispute is determined to be resolved through arbitration, then the Institute shall appoint the arbitrator from the list of qualified arbitrators maintained by the Institute. If the Institute fails to appoint an arbitrator within fourteen (14) Business Days of being faxed asked to do so, any party may apply to have the arbitrator appointed by a judge of the Alberta Court of Queen’s Bench; (ii) the arbitration shall take place in Edmonton, Alberta; (iii) the arbitration award shall be given in writing and receipt confirmed shall be final and binding on the parties and shall deal with the question of costs of arbitration and all matters related thereto; and (iv) judgment upon the award rendered may be entered in any Court having jurisdiction, or, application may be made to such Court for a judicial recognition of the award or emailed during normal business hoursan order of enforcement thereof, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or facsimile number or email. 13.2 13.08 This Agreement and the other documents herein referred to constitute the entire Agreement between the Agent and the Company relating to the subject matter hereof and supersedes all prior Agreements between the Agent and the Company with respect to their respective rights and obligations in respect any of the Offering, including the engagement letter between the Agent and the Company dated November 26, 2015. 13.3 The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement. 13.4 The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company and the Agent and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein, this Agreement shall not be assignable by any party without the written consent of the others. 13.5 Each of the parties hereto shall do or cause documents to be done all such acts and things and shall execute delivered or cause furnished pursuant to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement. 13.6 Time shall be of the essence for all provisions of this Agreement. 13.7 This Agreement may be executed by electronic means and delivered in one or more counterparts whichany number of counterparts, together, shall constitute each of which when executed and delivered is an original but all of which taken together constitute one and the same instrument. Any party may deliver an executed copy hereof as of this Agreement or any of the date first noted above. If documents to be delivered or furnished pursuant to this Agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Company, please communicate your acceptance by executing where indicated below. Yours very truly,facsimile or other electronic transmission.

General Contract Provisions. 13.1 Any notice or other communication to be given hereunder shall be in writing and shall be given by delivery or by facsimile fax or email, as applicablee-mail, as follows: if to the Company: Helius Medical Technologies, Nutritional High International Inc. 00 Xxxxxxxxxx XxxxxXxxx Xxxxxx Xxxx Xxxxx 0000, Xxxxx 000 Xxxxxxx-Xxxxxxxx Centre Xxxxxxx, XX 00000 X0X 0X0 Attention: Xxxxx XxXxxxxxxxXxxxxx, Chief Financial Officer President and Chief Operating Executive Officer Fax No.Facsimile: 000 (000) 000-0000 Emaile-mail: xxxxxxxxxxx@xxxxxxxxxxxxx.xxx xxxxxxx@xxxxxxxxxxxxxxx.xxx with a copy to: BlakesFogler, Xxxxxxx & Xxxxxxx Xxxxxxxx LLP 00 Xxxx Xxxxxx Xxxx Xxxxx 0000, Xxxxxxx-Xxxxxxxx Centre Toronto, ON M5K 1H1 Attention: Xxxxxxxx Xxxxx Fax No.Xxxxxx Facsimile: (000-) 000-0000 Emaile-mail: Xxxxxxxx.Xxxxx@xxxxxx.xxx and: Proskauer Rose LLP Attention: Xxx Xxxxxxx Fax No.: 000-000-0000 Email: Xxxxxxxx@xxxxxxxxx.xxx xxxxxxx@xxxxxxx.xxx or if to the Agent: Mackie Research Capital Corporation Jacob Securities Inc. 000 Xxx Xxxxxx, Xxxxx 2901 Commerce Court West, XX Xxx 000 Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Xxxxxxx Xxxxx, Managing Director Investment Banking Fax No.Xxxx Xxxxxx Facsimile: n/a Email(000) 000-0000 e-mail: xxxxxx@xxxxxxxxxxxxxx.xxx xxxxxxx@xxxxxxxxxxxxxxx.xxx with a copy to: with a copy to (not to constitute notice to the Agent): Dentons Canada Fogler, Xxxxxxxx LLP 00 Xxxx Xxxxxx Xxxx Xxxxx 0000, Xxxxxxx-Xxxxxxxx Centre Toronto, ON M5K 1H1 Attention: Xxxx Xxxxxx Xxxxx Fax No.Facsimile: (000-) 000-0000 Emaile-mail: xxxxxx.xxxxx@xxxxxxx.xxx xxxxxxx@xxxxxxx.xxx and if so given, shall be deemed to have been given and received upon receipt by the addressee or a responsible officer of the addressee if delivered, or four hours after being faxed or e-mailed and receipt confirmed or emailed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or address, facsimile number or emaile-mail address. 13.2 This Agreement and the other documents herein referred to constitute constitutes the entire Agreement between the Agent and the Company relating to the subject matter hereof and supersedes all prior Agreements agreements between the Agent and the Company with respect to their respective rights and obligations in respect of the Offering, including the engagement letter between the Agent and the Company dated November 26September 2, 20152014. 13.3 The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement. 13.4 The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company and the Agent and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein, this Agreement shall not be assignable by any party without the written consent of the others. 13.5 Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement. 13.6 Time shall be of the essence for all provisions of this Agreement. 13.7 13.4 This Agreement may be executed by electronic means facsimile or pdf and in one or more counterparts which, together, shall constitute an original copy hereof as of the date first noted above. 13.5 The Agent makes the representations, warranties, covenants and agreements applicable to them in Schedule D hereto, which is incorporated by reference into and forms part of this Agreement, and agree, on behalf of itself and its U.S. Affiliates, for the benefit of the Company to comply with the U.S. selling restrictions imposed by the laws of the United States and set forth in Schedule A hereto. The Company makes the representations, warranties, covenants and agreements applicable to it in Schedule D hereto. If this Agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Company, please communicate your acceptance by executing where indicated below. Yours very truly,, Per: "Xxxxx Xxxxxx" Authorized Signing Officer The foregoing accurately reflects the terms of the transaction which we are to enter into and such terms are agreed to with effect as of the date provided at the top of the first page of this Agreement. Per: "Xxxxx Xxxxxx" Authorized Signing Officer The Company has granted security interest (“Security Interest”) over the premises owned by NHC Edibles LLC, located in the County of Pueblo, State of Colorado, which has the address of 00 Xxxxxxx Xxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000-0000, together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto and all interest in vacated streets and alleys adjacent thereto (“Property”). The Security Interest is comprised of: the first charge over the Property in the amount of $450,000 in favour of an arm’s length third party and the second charge over the Property in the amount of $150,000 in favour of Xxxx Xxxxxxx, Statis Xxxxx and Xxxxx Xxxxxx. Although the Company currently does not hold any registered trademarks it has submitted trademark applications in the United States and Canada on three initial brand names it intends to utilize, being Breaking Bud, Heisenberg Blue and Gootch. As used in this Schedule D, the following terms shall have the meanings indicated:

General Contract Provisions. 13.1 Any notice or other communication to be given hereunder shall be in writing and shall be given by delivery or by facsimile or email, as applicable, as follows: if to the Company: Helius Medical Technologies, Inc. 00 Xxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attention: Xxxxx XxXxxxxxxx, Chief Financial Officer and Chief Operating Officer Fax No.: 000 000-0000 Email: xxxxxxxxxxx@xxxxxxxxxxxxx.xxx with a copy to: Blakes, Xxxxxxx & Xxxxxxx LLP Attention: Xxxxxxxx Xxxxx Fax No.: 000-000-0000 Email: Xxxxxxxx.Xxxxx@xxxxxx.xxx and: Proskauer Rose LLP Attention: Xxx Xxxxxxx Fax No.: 000-000-0000 Email: Xxxxxxxx@xxxxxxxxx.xxx or if to the Agent: Mackie Research Capital Corporation Attention: Xxxxxxx Xxxxx, Managing Director Investment Banking Fax No.: n/a Email: xxxxxx@xxxxxxxxxxxxxx.xxx with a copy to: with a copy to (not to constitute notice to the Agent): Dentons Canada LLP Attention: Xxxxxx Xxxxx Fax No.:: 000-000-0000 Email: xxxxxx.xxxxx@xxxxxxx.xxx and if so given, shall be deemed to have been given and received upon receipt by the addressee or a responsible officer of the addressee if delivered, or four hours after being faxed and receipt confirmed or emailed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or facsimile number or email. 13.2 This Agreement and the other documents herein referred to constitute the entire Agreement between the Agent and the Company relating to the subject matter hereof and supersedes all prior Agreements between the Agent and the Company with respect to their respective rights and obligations in respect of the Offering, including the engagement letter between the Agent and the Company dated November 26, 2015. 13.3 The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement. 13.4 The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company and the Agent and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein, this Agreement shall not be assignable by any party without the written consent of the others. 13.5 Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement. 13.6 Time shall be of the essence for all provisions of this Agreement. 13.7 This Agreement may be executed by electronic means and in one or more counterparts which, together, shall constitute an original copy hereof as of the date first noted above. If this Agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Company, please communicate your acceptance by executing where indicated below. Yours very truly,.

General Contract Provisions. 13.1 Any notice 13.01 All notices, requests, demands or other communication communications by the terms hereof required or permitted to be given hereunder shall be in writing and by one party to another shall be given in writing by delivery registered mail, postage prepaid, addressed to such other party or by facsimile delivered or email, as applicable, faxed to such other party as follows: if : (a) to the CompanyVendors at: Helius Medical Technologies0000 Xxxxxxxx Xxxx NW Edmonton, Inc. 00 Xxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Alberta T6R 3P9 Attention: Xxxxx XxXxxxxxxx, Chief Financial Officer Xxxx XxXxxxxx and Chief Operating Officer Fax No.: 000 000-0000 Xxxxxx XxXxxxxx Email: xxxxxxxxxxx@xxxxxxxxxxxxx.xxx with a copy to: Blakes, Xxxxxxx & Xxxxxxx LLP Attention: Xxxxxxxx Xxxxx Fax No.: 000-000-0000 Email: Xxxxxxxx.Xxxxx@xxxxxx.xxx and: Proskauer Rose LLP Attention: Xxx Xxxxxxx Fax No.: 000-000-0000 Email: Xxxxxxxx@xxxxxxxxx.xxx or if xxxxxxxxx@xxxxxxxxxxxx.xx (b) to the AgentPurchaser at: Mackie Research Capital Corporation 00000 X. X. Xxxxx Rd. Suite 300 Bend, OR 97703 Attention: Xxxxxxx Xxxxx, Managing Director Investment Banking Fax No.: n/a Xxxxxxx Email: xxxxxx@xxxxxxxxxxxxxx.xxx with a copy to: with a copy to xxxxxxx@xxxxxxxx.xxx (not to constitute notice c) to the Agent): Dentons Canada LLP Corporation at: 0000 Xxxxxxxx Xxxx NW Edmonton, Alberta T6R 3P9 Attention: Xxxxxx Xxxxx Fax No.: 000-000-0000 Xxxx XxXxxxxx Email: xxxxxx.xxxxx@xxxxxxx.xxx xxxxxxxxx@xxxxxxxxxxxx.xx or at such other addresses or fax numbers as may be given by any of them to the others and if so givensuch notices, requests, demands, acceptances and other communications shall be deemed to have been given received on the next Business Day following the day of delivery or fax; or if mailed, three (3) Business Days after the mailing thereof. In the event of a strike or other disruption of postal service all notices will be forwarded by delivery or fax. 13.02 The parties hereto shall sign such further and received other papers, cause such meetings to be held, resolutions passed, by-laws enacted, exercise their votes and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every part hereof. 13.03 Each party shall be responsible for and bear all of its own costs and expenses in respect of the transactions contemplated by this Agreement. For greater certainty, the Vendors shall be responsible for and bear all of the costs and expenses, including legal fees, of the Corporation relating to the period up to and including the Closing Date including with respect to the Pre-Closing Reorganization. 13.04 This Agreement shall enure to the benefit of and be binding upon receipt the parties hereto and their respective heirs, executors, administrators, successors and assigns. 13.05 Any tender of documents or any money hereunder shall be made upon the Vendors or the Purchaser or any solicitor acting for them and the money shall be tendered by negotiable cheque certified by a bank or by wire transfer. 13.06 The parties shall consult with each other before issuing any press release or making any other public announcement with respect to this Agreement or the transactions contemplated hereunder and no party shall issue any such press release or make any such public announcement without the prior written consent of the others (which consent shall not be unreasonably withheld or delayed). 13.07 Any dispute between the parties hereto with respect to the subject matter of this Agreement a Claim shall be resolved as follows: (a) First, the parties shall submit the matter to a mutually agreed to mediation service for mediation by providing to the mediation service a joint, written request for mediation, setting forth the subject of the dispute and the relief requested. The parties shall cooperate with the mediation service and with one another in selecting a neutral mediator and in scheduling the mediation proceedings. The parties covenant that they will use commercially reasonable efforts in participating in the mediation. The parties agree that the mediator’s fees and expenses and the costs incidental to the mediation will be shared equally between the parties. The place of the mediation shall be Edmonton, Alberta The parties agree that all offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the addressee or a responsible officer mediator and any employees of the addressee if deliveredmediation service, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation, arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non- discoverable as a result of its use in the mediation. (b) If the parties cannot resolve for any reason, including, but not limited to, the failure of either party to agree to enter into mediation or agree to any settlement proposed by the mediator, any Claim within thirty (30) days after the date such Claim first arises, either party may commence binding arbitration in accordance with the provisions of the Alberta Arbitration and Mediation Society (the “Institute”) pursuant to the Arbitration Act (Alberta) and based upon the following: (i) the arbitration tribunal shall consist of one (1) arbitrator appointed by mutual agreement of the parties, or four hours after in the event of failure to agree on an arbitrator within seven (7) Business Days of the date on which a dispute is determined to be resolved through arbitration, then the Institute shall appoint the arbitrator from the list of qualified arbitrators maintained by the Institute. If the Institute fails to appoint an arbitrator within fourteen (14) Business Days of being faxed asked to do so, any party may apply to have the arbitrator appointed by a judge of the Alberta Court of Queen’s Bench; (ii) the arbitration shall take place in Edmonton, Alberta; (iii) the arbitration award shall be given in writing and receipt confirmed shall be final and binding on the parties and shall deal with the question of costs of arbitration and all matters related thereto; and (iv) judgment upon the award rendered may be entered in any Court having jurisdiction, or, application may be made to such Court for a judicial recognition of the award or emailed during normal business hoursan order of enforcement thereof, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or facsimile number or email. 13.2 13.08 This Agreement and the other documents herein referred to constitute the entire Agreement between the Agent and the Company relating to the subject matter hereof and supersedes all prior Agreements between the Agent and the Company with respect to their respective rights and obligations in respect any of the Offering, including the engagement letter between the Agent and the Company dated November 26, 2015. 13.3 The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement. 13.4 The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company and the Agent and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein, this Agreement shall not be assignable by any party without the written consent of the others. 13.5 Each of the parties hereto shall do or cause documents to be done all such acts and things and shall execute delivered or cause furnished pursuant to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement. 13.6 Time shall be of the essence for all provisions of this Agreement. 13.7 This Agreement may be executed by electronic means and delivered in one or more counterparts whichany number of counterparts, together, shall constitute each of which when executed and delivered is an original but all of which taken together constitute one and the same instrument. Any party may deliver an executed copy hereof as of this Agreement or any of the date first noted above. If documents to be delivered or furnished pursuant to this Agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Company, please communicate your acceptance by executing where indicated below. Yours very truly,facsimile or other electronic transmission.

General Contract Provisions. 13.1 15.1 Any notice or other communication to be given hereunder shall be in writing and shall be given by delivery or by facsimile or email, as applicabletelecopier, as follows: if to the Company: Helius Medical TechnologiesGeovic Mining Corp. 000 Xxxxxxx Xxxxx Xxxxx 000X Xxxxx Xxxxxxxx, Inc. 00 Xxxxxxxxxx XxxxxXX, Xxxxx 000 Xxxxxxx, XX X.X.X. 00000 Attention: Xxxxx XxXxxxxxxx, Chief Financial Officer and Chief Operating Officer Fax No.Xxxx X. Sherborne Telecopier Number: 000 (000) 000-0000 Email: xxxxxxxxxxx@xxxxxxxxxxxxx.xxx with a copy to: BlakesBlake, Xxxxxxx & Xxxxxxx LLP Suite 2600, Three Bentall Centre Burrard Street, P.O. Box 49314 Xxxxxxxxx, X.X. X0X 0X0 Xxxxxx Attention: Xxxxxxxx Xxxxx Fax No.Xxx Xxxxxx Telecopier Number: (000-) 000-0000 Email: Xxxxxxxx.Xxxxx@xxxxxx.xxx and: Proskauer Rose LLP Attention: Xxx Xxxxxxx Fax No.: 000-000-0000 Email: Xxxxxxxx@xxxxxxxxx.xxx or if to the AgentUnderwriters: Mackie Research Canaccord Xxxxx Limited (and its affiliate Canaccord Capital Corporation Corporation) 0xx Xxxxx, Xxxxxxxx Xxxxx Xxxxxxxx Street Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Attention: Xxxx Xxxxxxx XxxxxTelecopier Number: +00-00-0000-0000 Orion Securities Inc. BCE Place, Managing Director Investment Banking Fax No.000 Xxx Xxxxxx Xxxxx 0000, X.X. Xxx 000 Xxxxxxx, XX X0X 0X0 Attention: n/a EmailXxx X’Xxxxxxxx Telecopier Number: xxxxxx@xxxxxxxxxxxxxx.xxx (000) 000-0000 with a copy to: with a copy to (not to constitute notice to the Agent): Dentons Canada Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0 Xxxxxx Attention: Xxxxxx Xxxx Xxxxx Fax No.Telecopier Number: (000-) 000-0000 Email: xxxxxx.xxxxx@xxxxxxx.xxx and if so given, shall be deemed to have been given and received upon receipt by the addressee or a responsible officer of the addressee if delivered, or four hours after being faxed telecopied and receipt confirmed or emailed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or facsimile number or emailtelecopier number. 13.2 15.2 This Agreement and the other documents herein referred to constitute the entire Agreement agreement between the Agent Underwriters and the Company relating to the subject matter hereof and supersedes supersede all prior Agreements agreements between the Agent Underwriters and the Company with respect to their respective rights and obligations in respect of the Offering, including the engagement offer letter between the Agent Canaccord Xxxxx Limited and the Company dated November 26April 10, 20152007. 13.3 The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement. 13.4 The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company and the Agent and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein, this Agreement shall not be assignable by any party without the written consent of the others. 13.5 Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement. 13.6 15.3 Time shall be of the essence for all provisions of this Agreement. 13.7 15.4 This Agreement may be executed by electronic means telecopier and in one or more counterparts which, together, shall constitute an original copy hereof as of the date first noted above. If this Agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Company, please communicate your acceptance by executing where indicated below. Yours very truly,, CANACCORD XXXXX LIMITED ORION SECURITIES INC. Per: “Xxxxxxx Xxxxxxx” Per: “Xxx X’Xxxxxxxx” Authorized Signing Officer Authorized Signing Officer CANACCORD CAPITAL CORPORATION Per: “Xxxx X. Xxxxx” Authorized Signing Officer The foregoing accurately reflects the terms of the transaction which we are to enter into and such terms are agreed to with effect as of the date provided at the top of the first page of this Agreement. GEOVIC MINING CORP. Per: “Xxxx X. Sherborne” Authorized Signing Officer Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the underwriting agreement to which this Schedule “A” is annexed. The opinion of the Company’s counsel shall be in respect of the following matters: (a) the Company is a “reporting issuer”, or its equivalent, in each of the Qualifying Provinces and it is not listed as in default of any requirement of the Applicable Securities Laws in any of the Qualifying Provinces; (b) the Company is a corporation validly existing under the laws of Delaware (U.S.A.) and has all requisite corporate power and authority to carry on its business as now conducted and to own, lease and operate its property and assets and to execute, deliver and perform its obligations under the Transaction; (c) Geovic Finance Corp. is a corporation validly existing under the laws of the Cayman Islands and has all requisite corporate power and authority to carry out its business as now conducted and to own lease and operate its assets and to perform the transactions or operations contemplated under the Underwriting Agreement and the Final Prospectus; (d) GeoCam is a corporation validly existing under the laws of the Republic of Cameroon and has all requisite power and authority to carry out its business as now conducted and to own, lease and operation its assets and to perform the transactions or operations contemplated under the Underwriting Agreement and Final Prospectus; (e) each of Geovic Energy Corp. and Pawnee Drilling, LLC are corporations validly existing under the laws of the Cayman Islands and have all requisite corporate power and authority to carry out their respective businesses as now conducted and to own lease and operate their respective assets and to perform the transactions or operations contemplated under the Underwriting Agreement and the Final Prospectus; (f) the Company is authorized to issue, among other things, 200,000,000 Common Shares and 50,000,000 preferred shares; (g) as to the issued and outstanding Common Shares and preferred shares each of Geovic Finance Corp.‘s, Geovic, Ltd.‘s, GeoCam’s, Geovic Energy Corp.‘s and Pawnee Drilling, LLC’s authorized capital and ownership thereof; (h) the Company has all necessary corporate power, authority and capacity: (i) to execute and deliver this Agreement and the Warrant Indenture and perform its obligations under this Agreement and the Warrant Indenture; (ii) to create, issue and sell the Unit Shares; (iii) to create, issue and sell the Warrants; and (iv) to issue the Warrant Shares upon exercise of the Warrants in accordance with the terms of the Warrant Indenture; (i) upon the payment therefor and the issue thereof, the Unit Shares and Warrants will have been validly issued as fully paid and non-assessable; (j) the Warrant Shares issuable upon the exercise of the Warrants have been validly reserved for issuance by the Company and, upon the payment of the exercise price therefor and the issue thereof, will be validly issued as fully paid and non-assessable; (k) all necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement and the Warrant Indenture and the performance of its obligations hereunder and thereunder and this Agreement and the Warrant Indenture have been executed and delivered by the Company and constitute legal, valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (l) the rights, privileges, restrictions and conditions attaching to the Unit Shares, Warrants and Warrant Shares are accurately summarized in all material respects in the Final Prospectus; (m) all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each Qualifying Provinces have been obtained by the Company to qualify the distribution or distribution to the public of the Unit Shares and Warrants in each of the Qualifying Provinces through persons who are registered under applicable legislation and who have complied with the relevant provisions of such applicable legislation; (n) the issue by the Company of the Warrant Shares to be issued upon the exercise of the Warrants are exempt from, or is not subject to, the prospectus and registration requirements of the laws of each of the Qualifying Provinces and no prospectus or other documents are required to be filed, proceedings taken, or approvals, permits, consents or authorizations obtained by the Company under Applicable Securities Laws in any of the Qualifying Provinces, subject to the exceptions generally provided for in such opinion; (o) the first trade in, or resale of, the Warrant Shares issued upon the exercise of the Warrants is exempt from, or is not subject to, the prospectus requirements of the Securities Laws of each of the Qualifying Provinces and no filing, proceeding or approval will need to be made, taken or obtained by the Company under such laws in connection with any such trade, subject to the exceptions generally provided for in such opinions; (p) subject only to the standard listing conditions, the Unit Shares, the Warrants and the Warrant Shares have been conditionally approved for listing on the Exchange; (q) the form and terms of the definitive certificate representing the Unit Shares have been approved by the directors of the Company and comply in all material respects with applicable corporate laws and the rules and by-laws of the Exchange; (r) the execution and delivery of this Agreement and the Warrant Indenture, the fulfilment of the terms hereof and thereof by the Company and the issuance, sale and delivery of the Unit Shares and Warrants to be issued, delivered and sold by the Company at the Time of Closing and the issuance of the Warrant Shares issuable upon the exercise of the Warrants, do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with any of the terms, conditions or provisions of the articles or by-laws of the Company or the resolutions of the shareholders or directors of the Company, applicable corporate laws or Applicable Securities Laws in the Province of Ontario; (s) Pacific Corporate Trust Company has been duly appointed the transfer agent and registrar for the Common Shares and warrant agent, transfer agent and registrar under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the caption “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations” insofar as they purport to describe the provisions of the laws referred to therein, are fair summaries of the matters discussed therein; and (u) such other matters as the Underwriters or their counsel may reasonably request.

General Contract Provisions. 13.1 15.1 Any notice or other communication to be given hereunder shall be in writing and shall be given by delivery or by facsimile or email, as applicabletelecopier, as follows: if to the Company: Helius Medical TechnologiesAurizon Mines Ltd. Suite 900 - 500 Xxxxxxx Xxxxxx Xxxxxxxxx, Inc. 00 Xxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Xxxxxxx Xxxxxxxx X0X 0X0 Attention: Xxxxx XxXxxxxxxx, Chief Financial Officer and Chief Operating Officer Fax No.Dxxxx X. Xxxx Telecopier Number: 000 (000) 000-0000 Email: xxxxxxxxxxx@xxxxxxxxxxxxx.xxx with a copy to: BlakesDuMoulin Black 10th Floor - 500 Xxxx Xxxxxx Vancouver, Xxxxxxx & Xxxxxxx LLP British Columbia V6C 2T5 Attention: Xxxxxxxx Xxxxx Fax No.Sxxxxxx X. Xxxxxx Telecopier Number: (000-) 000-0000 Email: Xxxxxxxx.Xxxxx@xxxxxx.xxx and: Proskauer Rose LLP Attention: Xxx Xxxxxxx Fax No.: 000-000-0000 Email: Xxxxxxxx@xxxxxxxxx.xxx or if to the AgentAgents: Mackie Research National Bank Financial Inc. The Exchange Tower 100 Xxxx Xxxxxx Xxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Jxxx X. Xxxxxx Telecopier Number: (000) 000-0000 Dundee Securities Corporation 3000-0000 Xxxxxxxx Xxxxxx X.X. Xxx 00000 Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Attention: Rxxxxxx X. Xxxxx Telecopier Number: (000) 000-0000 Hxxxxxx Securities Inc. BCE Place, Suite 800 100 Xxx Xxxxxx, X.X. Xxx 000 Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Jxxx Xxxxxxx Telecopier Number: (000) 000-0000 Canaccord Capital Corporation Sxxxx 0000-000 Xxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Attention: Xxxxxxx Xxxxx, Managing Director Investment Banking Fax No.Axx Xxxxxx Telecopier Number: n/a Email: xxxxxx@xxxxxxxxxxxxxx.xxx (000) 000-0000 with a copy to: with a copy to (not to constitute notice to the Agent): Dentons Canada Gxxxxxx and Cxxx LLP 200 Xxxx Xxxxxx Xxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Xxxxxx Xxxxx Fax No.Gxxx X. Xxxxxxx Telecopier Number: (000-) 000-0000 Email: xxxxxx.xxxxx@xxxxxxx.xxx and if so given, shall be deemed to have been given and received upon receipt by the addressee or a responsible officer of the addressee if delivered, or four hours after being faxed telecopied and receipt confirmed or emailed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or facsimile number or emailtelecopier number. 13.2 15.2 This Agreement agreement and the other documents herein referred to constitute the entire Agreement agreement between the Agent Agents and the Company relating to the subject matter hereof and supersedes all prior Agreements agreements between the Agent Agents and the Company with respect to their respective rights and obligations in respect of the OfferingOfferings, including the engagement letter between the Agent Agents and the Company dated November 26December 11, 20152002, as amended. 13.3 The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement. 13.4 The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company and the Agent and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein, this Agreement shall not be assignable by any party without the written consent of the others. 13.5 Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement. 13.6 15.3 Time shall be of the essence for all provisions of this Agreementagreement and of every part hereof and no extension or variation of this agreement shall operate as a waiver of this provision. 13.7 15.4 The parties hereto covenant and agree to sign such other documents, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this agreement and every provision of it. 15.5 Other than as otherwise provided herein, no party to this agreement may assign this agreement, any part hereof or its rights hereunder without the prior written consent of the other party. Subject to the foregoing, this agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. 15.6 In the event that any provision or part of this agreement shall be deemed void or invalid by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full force and effect. If, in any judicial proceeding, any provision of this agreement is found to be so broad as to be unenforceable, it is hereby agreed that such provision shall be interpreted to be only so broad as to be enforceable. 15.7 This Agreement agreement may be executed by electronic means telecopier and in one or more counterparts which, together, shall constitute an original copy hereof as of the date first noted above. If this Agreement agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Company, please communicate your acceptance by executing where indicated belowbelow and returning by telecopier one copy and returning by courier one originally executed copy to the Lead Agent (Attention: Jxxx X. Xxxxxx). Yours very truly,, Per:___ Authorized Signing Officer Per: ___ Authorized Signing Officer Per: ___ Authorized Signing Officer Per:___ Authorized Signing Officer The foregoing accurately reflects the terms of the transaction which we are to enter into and such terms are agreed to and with effect as of the date first above written. Per:___ Name: Dxxxx X. Xxxx Title: President and Chief Executive Officer Flow Through Offering: A minimum of 3,703,703 and a maximum of 5,185,185 Flow Through Common Shares to be issued by way of private placement exemptions from the prospectus requirements, subject to the receipt of any applicable regulatory, director, shareholder and stock exchange approvals. Additional Offering: Up to 740,740 Additional Shares to be issued by way of private placement exemptions from the prospectus requirements, subject to the receipt of any applicable regulatory, director, shareholder and stock exchange approvals. Price: $1.35 per Flow Through Common Share or Additional Share. Agency Fee: 6% of the gross proceeds of the Offerings payable in cash at and conditional upon Closing, plus such number of compensation warrants (the "Compensation Warrants") of the Company as is equal to 6% of the aggregate number of Flow Through Common Shares and Additional Shares sold under the Offerings. Each Compensation Warrant will entitle the Agents to acquire one Share at a price of $1.35 per Share and shall be exercisable at any time until 5:00 p.m. (Vancouver time) on the second anniversary of the Closing Date.