Common use of General Terms and Conditions Clause in Contracts

General Terms and Conditions. A waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK]

General Terms and Conditions. A waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver waiver, and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (iiiii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK].

General Terms and Conditions. A waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver waiver, and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK].

General Terms and Conditions. A waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver waiver, and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between Alberta Innovates and the other Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (iiiii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK].

General Terms and Conditions. A waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver and is legally binding only in the specific specif ic instance and for the specific specif ic purpose for which it was given. The failure f ailure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further f urther exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceableunenf orceable, it will be ineffective inef f ective only to the extent of its illegality, invalidity or unenforceability unenf orceability without affecting af f ecting the validity or the enforceability enf orceability of the remaining provisions of this Investment Agreement and without affecting af f ecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer conf er any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from f rom Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting draf ting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly f airly as to all Parties hereto and not in favour f avour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further f urther instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed perf ormed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile f acsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK]

General Terms and Conditions. A waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver waiver, and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK].

General Terms and Conditions. A waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, together with the Application, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: : (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK]

General Terms and Conditions. A waiver 4.1 The Confidentiality and Disclosure provisions contained in Section 8 of any provision of the 2012 Omnibus Restructure Agreement shall apply to this Investment Assumption and Cure Agreement must be in writing and signed by the Party providing the waiver and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other rightas if such provisions were fully incorporated herein, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction Jeppesen agrees to be illegalbound thereby as if named a party therein; provided that any consent, invalid agreement or unenforceableconsultation that would be required of or with Jeppesen in accordance with such provisions shall be deemed given by or to have occurred with Jeppesen if such consent or agreement is provided by Boeing, it will on behalf of Jeppesen, and American shall be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of upon any project document in any actionsuch consent, suit, proceeding, hearing agreement or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate consultation to the obligations of Alberta Innovates under the Program. same extent as if given by or undertaken with Jeppesen. 4.2 This Investment Agreement supersedes all other understandings, agreements Assumption and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Cure Agreement may be executed in any number one or more counterparts, all of which counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and treated as the same instrumentbinding agreement in accordance with the terms provided herein. Facsimile transmission of an executed counterpart is considered due delivery of that counterpart. 4.3 Each of the parties hereto agrees that the Court shall have exclusive jurisdiction over all matters arising out of or relating to this Assumption and Cure Agreement; provided, however, if the Court does not have subject matter jurisdiction over any such matter or declines to hear any dispute in regard to such matter, then the foregoing exclusive jurisdiction shall no longer apply. This Investment Assumption and Cure Agreement may shall be modified or amended governed by mutual United States bankruptcy law and to the extent that United States bankruptcy law does not supply a rule of decision, [*CTR] 4.4 This Assumption and Cure Agreement on and as of the date hereof constitutes the entire agreement of the Parties. Depending parties hereto with respect to the subject matter hereof, and all prior understandings or agreements, whether written or oral, between the parties hereto with respect to such subject matter are superseded in their entireties; provided, that if there are any discrepancies between, on the nature one hand, this Assumption and Cure Agreement and, on the other hand, any provision of the change2012 Omnibus Restructure Agreement, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK]provisions of the 2012 Omnibus Restructure Agreement shall control and govern.

General Terms and Conditions. A waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver waiver, and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK]

General Terms and Conditions. A waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK].

General Terms and Conditions. A waiver of any provision of this ofthis Investment Agreement must be in writing and signed by the Party providing the waiver waiver, and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application ap plication to any Party or circumstance is determined by a court of competent jurisdiction to be illegalilleg al, invalid or unenforceableun enforceable, it will be ineffective only to the extent of its illegalityilleg ality, invalidity or unenforceability un enforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application ap plication to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes sup ersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal leg al counsel, and any rule whereby an ambiguity is to be resolved against ag ainst the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally gen erally responsible for the preparation prep aration of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate ap propriate in order to carry out this Investment Agreement. If any act is required req uired by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next thenext succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended amen ded by mutual agreement of the Parties. Depending on the nature of the changexxxx xx, Alberta Innovates will determine if a formal amending amen ding agreement is necessary, or if updated up dated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK].

General Terms and Conditions. A waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under un der this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands un derstands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against ag ainst the drafting Party does not apply ap ply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless reg ardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required req uired by the terms of this ofthis Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next thenext succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendmentamen dment. [THIS SPACE LEFT INTENTIONALLY BLANK]

General Terms and Conditions. A waiver of any provision of this Investment This Agreement must shall be in writing and signed by the Party providing the waiver and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other rightinterpreted, governed by, and no waiver construed in accordance with the substantive and procedural laws of any the State of Arizona, without regard to conflicts of law principles. Any action, suit, or proceeding arising out of or relating to this Agreement shall be initiated and prosecuted in a state or federal court of competent jurisdiction located in Maricopa County, Arizona, and the Parties irrevocably submit to the jurisdiction and venue of such court. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY AND COVENANTS AND AGREES THAT IT WILL NOT REQUEST A TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. None of the provisions of this Investment Agreement will constitute be considered waived by either Party except when such waiver is given in writing. No waiver by either Party of any one or more defaults in the performance of the provisions of this Agreement will operate or be construed as a waiver of any other provision (whether existing or not similar)future default or defaults. If any provision one or more of the provisions of this Investment Agreement or its application the applicability of any provision to any Party or circumstance a specific situation is determined held by a court of competent jurisdiction to be illegal, invalid or unenforceable, it the provision will be ineffective only modified to the minimum extent of necessary to make it or its illegalityapplication valid and enforceable, invalidity or unenforceability without affecting and the validity or the and enforceability of the remaining all other provisions of this Investment Agreement and without affecting all other applications of such provisions will not be affected by any such invalidity or unenforceability. Upon its application to Effective Date, this Agreement supersedes all prior agreements or commitments for interconnection between the other Parties or circumstancesfor the Point of Interconnection. This Investment Agreement does may not and is not intended to confer any rights or remedies upon any Person other than be amended except by a written instrument executed by the Parties. Any third party is Customer may not entitled to rely on the provisions assign this Agreement or any of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the its rights and obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counselhereunder without SRP’s prior written consent, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement purported assignment without SRP’s consent will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Daydeemed void. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpartcounterparts, when so executed and delivered, shall each of which will be deemed an original and all such counterpartsof which, when taken together, shall will constitute one and the same instrument. This Investment Agreement may be modified executed using an electronic or amended by mutual agreement digital signature. Electronic copies of the Parties. Depending on the nature of the change, Alberta Innovates signatures will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK]deemed effective as originals.

General Terms and Conditions. A a. If any provision of this Agreement or any application of any provision of this Agreement is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provision or application. To this end, the provisions of this Agreement are severable. x. XXXXXX represents and warrants that he has not heretofore assigned or transferred or purported to assign or transfer to any person, firm or corporation any claim, demand, right, damage, liability, debt, account, action, cause of action, or any other matter herein released. XXXXXX agrees to indemnify and hold GREEN DOT harmless against any claim, demand, right, damage, debt, liability, account, action, cause of action, cost or expense, including attorneys' fees or costs, actually paid or incurred, arising out of or in any way connected with any such transfer or assignment or any such purported or claimed transfer or assignment. c. This Agreement and all covenants and releases set forth herein shall be binding upon and shall inure to the benefit of the respective parties hereto, their legal successors, heirs, assigns, partners, representatives, parent companies, subsidiary companies, agents, attorneys, officers, employees, directors and shareholders. x. XXXXXX acknowledges that he has read this Agreement, that he fully understands his rights, privileges and duties under the Agreement, and that he enters this Agreement freely and voluntarily. XXXXXX acknowledges that he has been encouraged to consult with an attorney of his choice to explain the terms of this Agreement and the consequences of signing this Agreement. x. XXXXXX acknowledges that he may later discover facts different from, or in addition to, those he now knows or believes to be true with respect to the Claims released in this Agreement, and agrees the release shall be and remain in effect in all respects as a complete and general release as to all matters released, notwithstanding any such different or additional facts. f. This Agreement and the provisions contained herein shall not be construed or interpreted for or against any party hereto because that party drafted or caused that party's legal representative to draft any of its provisions. x. XXXXXX acknowledges and represents that no promise or representation not contained in this Agreement has been made to him and acknowledges and represents that this Agreement contains the entire understanding between the Parties and contains all terms and conditions pertaining to the compromise and settlement of the subjects referenced in this Agreement. This Agreement may only be amended or modified by a writing signed by the parties hereto. Any waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does shall not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement unless expressly so indicated. x. XXXXXX acknowledges that he has relied solely upon his own legal and without affecting its application to the other Parties or circumstances. This Investment Agreement does not tax advisors and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on lawyers, accountants and advisors to GREEN DOT have not given any legal or tax advice to him in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of connection with this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK].

General Terms and Conditions. A waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, together with the Application, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: : (ia) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and and (iib) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK]. (a) Applicant” means the entity identified on the front page of this Investment Agreement who completed and submitted an approved Application;

General Terms and Conditions. A waiver 11.1 The Scholarship is subject to annual confirmation. For the Scholarship to be confirmed, the Scholar must fulfill the duties and obligations set out herein and the Scholar’s annual report must demonstrate to the Foundation’s satisfaction that the Scholar is in compliance with the Scholarship’s eligibility requirements and the Foundation’s standards of excellence. 11.2 The Scholar grants permission to the Foundation to make public his or her name, photos, research interests, institutional affiliations and similar information. 11.3 An Event of Default shall be considered to have occurred in the following circumstances and may result in termination of the Scholarship and the obligation of the Scholar to reimburse all funds disbursed pursuant to this Funding Agreement: (i) the Scholar has submitted false or misleading information to the Foundation or intentionally made a false or misleading representation; (ii) any material term, condition or undertaking in this Agreement on the part of the Scholar is not complied with by the Scholar; (iii) the Scholar ceases to be eligible for a Scholarship, as per the provisions of Sections 3.2 and 3.3; or (iv) any of the Scholar’s Activities is determined by the Foundation to be unethical or contrary to the values of the Foundation. 11.4 Any reference in this Agreement to gender shall include all genders and words importing the singular number only shall include the plural and vice versa. 11.5 The division of this Agreement into articles, sections, subsections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in the construction or interpretation of this Agreement. 11.6 Unless expressly stated to the contrary, any references in this Agreement to any rule, regulation, order or policy of the Foundation shall be construed as a reference thereto as enacted at the date hereof and as same may be amended, re- enacted or superseded from time to time. 11.7 In this Agreement, references to “hereof”, “hereto” and “hereunder” and similar expressions mean and refer to this Agreement taken as whole and not to any particular article, section, subsection or subdivision. 11.8 If any provision of this Investment Agreement must is determined to be invalid or unenforceable by an arbitrator or a court of competent jurisdiction from which no further appeal lies or is taken, that provision shall be deemed to be severed herefrom and the remaining provisions of this Agreement shall not be affected thereby and shall remain valid and enforceable; provided that in writing the event that any portion of this Agreement shall have been so determined to be or become invalid or unenforceable, the parties shall negotiate in good faith such changes to this Agreement as will best preserve for the parties the benefits and obligations of such offending portion. 11.9 This Agreement may only be amended, modified or supplemented by written agreement signed by each of the Party providing the waiver and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. parties hereto. 11.10 No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will by any party shall be deemed to constitute a waiver of such provision by the other party or a waiver by such party of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined ; nor shall such waiver constitute a continuing waiver unless otherwise expressly provided in writing duly executed by a court of competent jurisdiction the party to be illegal, invalid or unenforceable, it will bound by such waiver. 11.11 This Agreement shall be ineffective only to governed by and interpreted and enforced in accordance with the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability law of the remaining provisions Province of this Investment Quebec and the laws of Canada applicable therein. 11.12 This Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate parties pertaining to the obligations of Alberta Innovates under the Program. This Investment Agreement matters contemplated hereby and supersedes all other prior agreements, understandings, agreements negotiations and representations with Alberta Innovates. There are no representationsdiscussions, warrantieswhether oral or written, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise of the parties. 11.13 The parties will from Alberta Innovates that time to time during the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions course of this Investment Agreement, have had the opportunity to review same with their legal counsel, Agreement or upon its expiry and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge without further consideration execute and deliver such other documents and instruments of clarification, transfer, conveyance and assignment and take such further instructions, and action as another may reasonably require to do all such other acts, as may be necessary effect the activities contemplated thereby or appropriate in order to carry out this Investment Agreement. If any act is required by otherwise advance the terms objectives of this Investment Agreement Agreement. 11.14 Any notice, direction or other instrument required or permitted to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment given under this Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original in writing and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified given by delivering it or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, sending it by telecopier or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK]electronic mail addressed:

General Terms and Conditions. A waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK]

General Terms and Conditions. A waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, together with the Application, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK].

General Terms and Conditions. A waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour favor of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK]

General Terms and Conditions. A waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver waiver, and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK]

General Terms and Conditions. A waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. Record No: [THIS SPACE LEFT INTENTIONALLY BLANK]record number] Page 13 of 19 Alberta-China ITP March 2020

General Terms and Conditions. A waiver of any provision of this Investment This Agreement must shall be in writing and signed by the Party providing the waiver and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other rightinterpreted, governed by, and no waiver construed in accordance with the substantive and procedural laws of any the State of Arizona, without regard to conflicts of law principles. Any action, suit, or proceeding arising out of or relating to this Agreement shall be initiated and prosecuted in a state or federal court of competent jurisdiction located in Maricopa County, Arizona, and the Parties irrevocably submit to the jurisdiction and venue of such court. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY AND COVENANTS AND AGREES THAT IT WILL NOT REQUEST A TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. None of the provisions of this Investment Agreement will constitute be considered waived by either Party except when such waiver is given in writing. No waiver by either Party of any one or more defaults in the performance of the provisions of this Agreement will operate or be construed as a waiver of any other provision (whether existing or not similar)future default or defaults. If any provision one or more of the provisions of this Investment Agreement or its application the applicability of any provision to any Party or circumstance a specific situation is determined held by a court of competent jurisdiction to be illegal, invalid or unenforceable, it the provision will be ineffective only modified to the minimum extent of necessary to make it or its illegalityapplication valid and enforceable, invalidity or unenforceability without affecting and the validity or the and enforceability of the remaining all other provisions of this Investment Agreement and without affecting all other applications of such provisions will not be affected by any such invalidity or unenforceability. Upon its application to Effective Date, this Agreement supersedes all prior agreements or commitments for interconnection between the other Parties or circumstancesfor the Point of Interconnection. This Investment Agreement does may not and is not intended to confer any rights or remedies upon any Person other than be amended except by a written instrument executed by the Parties. Any third party is Customer may not entitled to rely on the provisions assign this Agreement or any of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the its rights and obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counselhereunder without APS’s prior written consent, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement purported assignment without APS’s consent will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Daydeemed void. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpartcounterparts, when so executed and delivered, shall each of which will be deemed an original and all such counterpartsof which, when taken together, shall will constitute one and the same instrument. This Investment Agreement may be modified executed using an electronic or amended by mutual agreement digital signature. Electronic copies of the Parties. Depending on the nature of the change, Alberta Innovates signatures will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK]deemed effective as originals.

General Terms and Conditions. A waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between Alberta Innovates and the other Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK].

General Terms and Conditions. A waiver 19.1 All the representations, warranties and undertakings made by each party hereto to the other party hereto are full and true as of the date of signature. Each party confirms that the other party signs this Agreement on the basis of such statements and warranties and regards such statements and warranties as the preconditions for this Agreement. After this Agreement takes effect, if any provision party discovers any circumstance is inconsistent with any of this Investment Agreement must be in writing the representations, warranties and signed undertakings made by the Party providing other party, the waiver former will immediately disclose such issue to the other party. Either party hereto warrants to the other party to compensate the other party for all the losses, expenses, expenditures or other liabilities as a result of its breaching any of its representations, warranties and undertakings made to the other party. 19.2 Each of the representations, warranties and undertakings made by either party to the other party is legally binding only separate and independent and, unless otherwise expressly stated herein, will not be limited by any clause herein. 19.3 If any clause or any other provision herein becomes invalid, illegal or unenforceable according to the PRC Laws, all other clauses and provisions herein shall remain fully valid and in force. When any clause or provision herein is judged as invalid, illegal or unenforceable, the specific instance Parties hereto shall negotiate in good faith to modify this Agreement and in an acceptable means realize the original intentions of the Parties as close as possible. 19.4 This Agreement is the entire agreement for all the specific purpose contents involved herein and, together with all annexes hereto, constitutes the consistent representation for which it was givenall the meanings of the Parties. The failure or delay This Agreement replaces all the oral and written intentions, expressions, understandings made by the Parties before the date of any Party signature for this Agreement regarding the transaction contemplated herein. 19.5 Unless otherwise specified by law, if either party hereto fails to exercise or delays in exercising any of its right under this Investment Agreement hereunder, it does not constitute a any waiver of that such right. No single Separately or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of partially exercising such rights does not hinder it from exercising any of its other rights, powers or privileges. 19.6 The titles of all paragraphs are for the provisions convenience of reading only and do not influence the meanings or interpretations of this Investment Agreement will constitute a waiver Agreement. 19.7 Unless otherwise indicated herein, references to articles, clauses and annexes are to the clauses and annexes herein. 19.8 Any notice required to be given or made hereunder shall be addressed at the following address and number by personal delivery, fax or registered airmail, unless any Party has given the other Party written notice of any other provision (whether its changed address and number. Any such notice shall be deemed served, if sent by registered airmail, within 5 days after posting; or not similar)if delivered by personal delivery or transmitted by fax, on the next day. If any provision of this Investment Agreement the notice is transmitted by fax, its original shall be mailed by registered airmail or its application to any Party or circumstance is determined delivered by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application personal delivery to the other Parties or circumstancesimmediately after transmission. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any actionTo Party A: OWX (Beijing) Technology Co., suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK]Ltd.

General Terms and Conditions. A waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver waiver, and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK]

General Terms and Conditions. A waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, together with the Application, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: : (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK].

General Terms and Conditions. A waiver This agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered (which may include delivery by facsimile or electronic transmission and the reproduction of signatures by facsimile or electronic transmission) will be treated as binding as if originals, and which, if taken together, shall constitute one and the same instrument. This agreement shall be construed in accordance with the laws of the Province of Alberta, and each of the parties hereto irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Alberta. Each party, as applicable, represents, warrants and covenants to the other party hereto that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing; (ii) it has the power to execute this agreement and any other documentation relating to this agreement to which it is a party, to deliver this agreement and any other documentation relating to this agreement that it is required by this agreement to deliver and to perform its obligations under this agreement and any obligations it has under any document relating to this agreement to which it is a party and has taken all necessary action to authorize such execution, delivery and performance; (iii) such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (iv) all governmental and other consents that are required to have been obtained by it with respect to this agreement or any other document related to this agreement to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; (v) its obligations under this agreement and any other document related to this agreement to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)); and (vi) there is not pending or, to its knowledge, threatened against it or any of its affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this agreement or any other document related to this agreement to which it is a party or its ability to perform its obligations under this agreement or such other document. Words importing the singular number only shall include the plural and vice versa and words importing gender shall include the masculine, feminine and neuter genders and words importing individuals shall include other persons and vice versa. The illegality, invalidity or unenforceability in any jurisdiction of any provision of in this Investment Agreement must be in writing and signed by the Party providing the waiver and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure agreement or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise covenant herein contained on the part of any right will preclude any other party shall not affect the legality, validity or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver enforceability of any other provision (whether or covenant hereof or herein contained and such provision or covenant shall be ineffective only to the extent of such illegality, invalidity or unenforceability in such jurisdiction without affecting or impairing the legality, validity or enforceability of the remaining provisions or covenants and any such illegality, invalidity or unenforceability shall not similar)affect or impair such provisions or covenants in any other jurisdiction. If The parties hereby undertake to renegotiate in good faith, with a view to concluding arrangements as nearly as possible the same as those herein contained, any provision of this Investment Agreement or its application to any Party or circumstance is determined provisions hereof and covenants herein declared by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, agreement constitutes the entire understanding and agreement between the Parties as they relate parties hereto with respect to the obligations of Alberta Innovates under the Program. This Investment Agreement subject matter hereof, and supersedes all other understandings, prior agreements and representations with Alberta Innovatesunderstandings between the parties relating to the subject matter hereof. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that Time is of the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreementessence hereof. Each Party of the parties hereby covenants and agrees to execute, acknowledge execute and deliver such further instructionsand other agreements, assurances, undertakings, acknowledgments or documents. and do and perform and cause to do all such be done and performed any further and other acts, acts and things as may be necessary or appropriate desirable in order to carry out give full effect to this Investment Agreementagreement and every part hereof. If The headings and paragraph numbers appearing in this agreement or any act is required schedule hereto are inserted for convenience of reference only and shall not in any way affect the construction or interpretation of this agreement. There shall be no assignment of this agreement by the terms Licensee ( and for the purposes of this Investment Agreement to be performed on a day which is not a Business Dayagreement, any direct in indirect change of effective control of the act will be valid if performed on of the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, Licensee shall be deemed to be an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically assignment) without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK]prior written consent of NCQ and any such assignment by the Licensee without such consent shall be null and void.

General Terms and Conditions. A waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, together with the Application, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: : (ia) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and and (iib) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK].

General Terms and Conditions. 11.1 This Agreement may not be assigned by either party in whole or in part without the prior written permission of the assigning party. 11.2 THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMA, WITHOUT GIVING FORCE AND EFFECT TO ITS CHOICE OF LAW PROVISIONS OR TO WHICH PARTY DRAFTED PARTICULAR PROVISIONS OF THIS AGREEMENT. ANY LEGAL ACTION IN CONNECTION WITH THIS AGREEMENT SHALL BE FILED IN A waiver COURT OF COMPETENT JURISDICTION IN THE STATE OF OKLAHOMA, TO WHICH JURISDICTION AND VENUE SPONSOR EXPRESSLY AGREES. 11.3 Should the parties to this Agreement be unable to resolve between themselves any dispute arising from any of the provisions within this Agreement, each party shall have recourse under the law. In the event that either party commences action in law or equity to enforce any provision of this Investment Agreement must be in writing and signed Agreement, the losing party shall pay to the prevailing party, reasonable attorneys' fees fixed by the Party providing the waiver and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of court. 11.4 If any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions provision(s) of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to shall be held invalid, illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegalityvalidity, invalidity or unenforceability without affecting the validity or the legality, and enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does shall not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing way be affected or other forum. impaired thereby. 11.5 This Investment Agreement, including all schedules hereto, Agreement constitutes the entire agreement and understanding between the Parties as they relate parties and supersedes all prior and/or contemporaneous discussions, representations, or agreements, whether written or oral, of the parties relating to the obligations of Alberta Innovates under the Programwork to be performed. This Investment Agreement supersedes all other understandingsmay be extended, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory renewed or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and amended at any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required time by the terms mutual written agreement of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. parties. 11.6 This Investment Agreement may be executed in any number several counterparts, each of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, which shall be deemed an original and the original, but all such counterparts, when taken together, of which shall constitute one and the same instrument. 11.7 The parties agree that this Agreement shall be binding upon their respective successors, assigns or transferees of any nature, if assignment and/or transfer is permitted in accordance with the terms of this Agreement. 11.8 Sponsor agrees that it shall comply with the export control laws and regulations of the United States of America. This Investment Agreement Sponsor shall be responsible for obtaining all information regarding such regulations that is necessary for Sponsor to comply with such regulations. Sponsor agrees that it will comply with all other applicable laws, orders and regulations relating to the use and/or transfer of deliverables specified in Appendix A and that it will not at any time take any action which would cause University to be in violation of any such laws, orders and regulations. 11.9 In the performance of all services hereunder, the parties shall be deemed to be and shall be independent contractors and, as such, neither shall be entitled to any benefits applicable to employees of the other. Neither party is authorized or empowered to act for the other for any purpose and shall not on behalf of the other enter into any contract, warranty, and/or representation as to any matter. Neither shall be bound by the acts or conduct of the other. 11.10 Sponsor shall indemnify, defend, and hold University, its Regents, officers, agents, students, and employees harmless from and against liability for any and all claims, demands, damages, liabilities, fines, penalties, losses, expenses, costs, and fees of any nature (e.g., attorneys' fees) including, but not limited to, bodily injury, death, personal injury, illness, product liability, and property damage arising from Sponsor’s use of information or materials received from University, by Sponsor or its officers, servants, agents, or of any third party acting on behalf of or under authorization from Sponsor including without limitation, use of products, developed or made arising out of or in connection with this Agreement. University will give Sponsor notice of any claim it receives within ten (10) business days of receipt of a claim by University. 11.11 University agrees to be responsible for its own negligent acts and omissions and those of its employees and agents in accordance with the Oklahoma Governmental Tort Claims Act, 51 O.S. 1991 151, et seq., as amended. 11.12 The parties recognize that Inventions or other proprietary information may arise from research sponsored in whole or in part by governmental agencies and shall be modified or governed by the provisions of applicable law. 11.13 As applicable, the provisions of Executive Order 11246, as amended by mutual agreement EO 11375 and EO 11141 and as supplemented in Department of Labor regulations (41 CFR Part 60 et. seq.) are incorporated into this Agreement and must be included in any subcontracts awarded involving this Agreement. The parties represent that all services are provided without discrimination on the basis of race, color, religion, national origin, disability, sex, or veteran’s status; they do not maintain nor provide for their employees any segregated facilities, nor will the parties permit their employees to perform their services at any location where segregated facilities are maintained. In addition, the parties agree to comply with Section 504 of the Parties. Depending on Rehabilitation Act and the nature Vietnam Era Veteran’s Assistance Act of 1974, 38 U.S.C. §4212. 11.14 The terms of this Agreement shall not be binding upon either of the change, Alberta Innovates will determine if a formal amending agreement parties hereto until it has been properly executed on behalf of each party to the Agreement in the spaces provided below. It is necessary, or if updated Schedules can be circulated electronically without then effective as of the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK]starting date of the period of performance.

General Terms and Conditions. A waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver waiver, and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates the Funders under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovatesthe Funders. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates the Funders that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: : (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (iiiii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK].

General Terms and Conditions. A waiver (a) The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. In clarification of the foregoing, the parties agree that Contractor, is an independent contractor for purposes of this Agreement, and that Contractor is and shall be an independent contractor when performing services pursuant to this Agreement. Contractor is not subject to the terms and provisions of the City’s personnel policies handbook and may not be considered a City employee for workers’ compensation or any other purpose. Contractor is not authorized to represent the City or otherwise bind the City in any dealings between Contractor and any third parties. (b) This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any provision nature whatsoever under or by reason of this Investment Agreement. (c) No modification, amendment, rescission, waiver or other change to this Agreement must shall be binding on a party unless agreed in writing and signed by the Party providing the waiver and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstancesparty. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes represents the entire agreement between the Parties as they relate parties with respect to the obligations subject matter contained herein. No oral or written representation, warranty, course of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants dealing or other understandings, express trade usage not contained or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on referenced in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and binding on either party. Each party agrees that it has not relied on, or been induced by, any representations of the other party not contained in favour of this Agreement. (d) If any term or against any Party, regardless of which Party was generally responsible for the preparation provision of this Investment Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. (e) The language of this Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and all documents, materials and training, if any, to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required supplied by the terms Contractor under this Agreement shall be English. (f) Customer represents that it is the sole owner of this Investment Agreement to be performed on a day which is not a Business Daythe Covered Unit(s), the act will be valid if performed Facility and the Site. In the event there is an additional or different owner of all or any portion of the Covered Unit(s), the Facility or the Site, in addition to any other rights of Contractor, Customer shall indemnify and hold harmless Contractor from any and all claims, suits, losses and expenses (including legal fees) brought against or incurred by the Contractor by, or on the next succeeding Business Day. account of, any such additional or different owner. (g) This Investment Agreement may be executed signed in any number of multiple counterparts and delivered via facsimile or electronically in portable document formatwith the same effect as if all signing parties had signed the same document. Each such counterpart, when so executed and delivered, All counterparts shall be deemed an original construed together and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK].

General Terms and Conditions. A waiver 11.1 The Scholarship is subject to annual confirmation. For the Scholarship to be confirmed, the Scholar must fulfill the duties and obligations set out herein and the Scholar’s annual report must demonstrate to the Foundation’s satisfaction that the Scholar is in compliance with the Scholarship’s eligibility requirements and the Foundation’s standards of excellence. 11.2 The Scholar grants permission to the Foundation to make public his or her name, photos, research interests, institutional affiliations and similar information. 11.3 An Event of Default shall be considered to have occurred in the following circumstances and may result in termination of the Scholarship and the obligation of the Scholar to reimburse all funds disbursed pursuant to this Funding Agreement: (i) the Scholar has submitted false or misleading information to the Foundation or intentionally made a false or misleading representation; (ii) any material term, condition or undertaking in this Agreement on the part of the Scholar is not complied with by the Scholar; (iii) the Scholar ceases to be eligible for a Scholarship, as per the provisions of Sections 3.2 and 3.3; or (iv) any of the Scholar’s Activities is determined by the Foundation to be unethical or contrary to the values of the Foundation. 11.4 Any reference in this Agreement to gender shall include all genders and words importing the singular number only shall include the plural and vice versa. 11.5 The division of this Agreement into articles, sections, subsections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in the construction or interpretation of this Agreement. 11.6 Unless expressly stated to the contrary, any references in this Agreement to any rule, regulation, order or policy of the Foundation shall be construed as a reference thereto as enacted at the date hereof and as same may be amended, re-enacted or superseded from time to time. 11.7 In this Agreement, references to “hereof”, “hereto” and “hereunder” and similar expressions mean and refer to this Agreement taken as whole and not to any particular article, section, subsection or subdivision. 11.8 If any provision of this Investment Agreement must is determined to be in writing invalid or unenforceable by an arbitrator or a court of competent jurisdiction from which no further appeal lies or is taken, that provision shall be deemed to be severed herefrom and signed by the Party providing the waiver remaining provisions of this Agreement shall not be affected thereby and is legally binding only shall remain valid and enforceable; provided that in the specific instance and event that any portion of this Agreement shall have been so determined to be or become invalid or unenforceable, the parties shall negotiate in good faith such changes to this Agreement as will best preserve for the specific purpose for which it was given. The failure or delay parties the benefits and obligations of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. such offending portion. 11.9 No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will by any party shall be deemed to constitute a waiver of such provision by the other party or a waiver by such party of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined ; nor shall such waiver constitute a continuing waiver unless otherwise expressly provided in writing duly executed by a court of competent jurisdiction the party to be illegal, invalid or unenforceable, it will bound by such waiver. 11.10 This Agreement shall be ineffective only to governed by and interpreted and enforced in accordance with the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability law of the remaining provisions Province of this Investment Quebec and the laws of Canada applicable therein. 11.11 This Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate parties pertaining to the obligations of Alberta Innovates under the Program. This Investment Agreement matters contemplated hereby and supersedes all other prior agreements, understandings, agreements negotiations and representations with Alberta Innovates. There are no representationsdiscussions, warrantieswhether oral or written, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise of the parties. 11.12 The parties will from Alberta Innovates that time to time during the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions course of this Investment Agreement, have had the opportunity to review same with their legal counsel, Agreement or upon its expiry and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge without further consideration execute and deliver such other documents and instruments of clarification, transfer, conveyance and assignment and take such further instructions, and action as another may reasonably require to do all such other acts, as may be necessary effect the activities contemplated thereby or appropriate in order to carry out this Investment Agreement. If any act is required by otherwise advance the terms objectives of this Investment Agreement Agreement. 11.13 Any notice, direction or other instrument required or permitted to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment given under this Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original in writing and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified given by delivering it or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, sending it by telecopier or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK]electronic mail addressed:

General Terms and Conditions. A waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK]] REMOVE IF THIS IS LEFT ON ITS OWN PAGE

General Terms and Conditions. A waiver This Agreement shall be interpreted, governed by, and construed in accordance with the substantive and procedural laws of the Gila River Indian Community, without regard to conflicts of law principles. GRICUA and Customer agree that any provision action, suit, or proceeding arising out of or relating to this Investment Agreement must shall be in writing initiated and signed by the Party providing the waiver and is legally binding only prosecuted in the specific instance and for courts of the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other rightGila River Indian Community, and no waiver the parties irrevocably submit to the venue of such court. To the fullest extent permitted by law, each party hereby irrevocably waives any and all rights to a trial by jury and covenants and agrees that it will not request a trial by jury with respect to any legal proceeding arising out of or relating to this Agreement. None of the provisions of this Investment Agreement will constitute shall be considered waived by either party except when such waiver is given in writing. No waiver by either party of any one or more defaults in the performance of the provisions of this Agreement shall operate or be construed as a waiver of any other provision (whether existing or not similar)future default or defaults. If any provision one or more of the provisions of this Investment Agreement or its application the applicability of any provision to any Party or circumstance a specific situation is determined by a court of competent jurisdiction to be illegal, held invalid or unenforceable, it will the provision shall be ineffective only modified to the minimum extent of necessary to make it or its illegalityapplication valid and enforceable, invalidity or unenforceability without affecting and the validity or the and enforceability of the remaining all other provisions of this Investment Agreement and without affecting all other applications of such provisions shall not be affected by any such invalidity or unenforceability. Upon its application to Effective Date, this Agreement supersedes all prior agreements or commitments for interconnection and/or buyback service between the other Parties or circumstancesparties for the point of interconnection herein specified. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands govern the terms and provisions conditions for the delivery of this Investment Agreement, have had the opportunity power and energy to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply Customer from GRICUA’s electrical distribution system or Customer’s participation in the interpretation of GRICUA Solar Electric Program. Nothing in this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will shall be construed fairly as to all Parties hereto and not in favour an express or implied waiver of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment AgreementGRICUA sovereign immunity. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK]Customer GRICUA SCIP

General Terms and Conditions. A waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver and is legally binding only in the specific specif ic instance and for the specific specif ic purpose for which it was given. The failure f ailure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further f urther exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceableunenf orceable, it will be ineffective inef f ective only to the extent of its illegality, invalidity or unenforceability without affecting af f ecting the validity or the enforceability enf orceability of the remaining provisions of this Investment Agreement and without affecting af f ecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer conf er any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from f rom Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby whereb y an ambiguity is to be resolved against the drafting draf ting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly f airly as to all Parties hereto and not in favour f avour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further f urther instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed perf ormed on a day which is not a Business Day, the act will be valid if performed perf ormed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile f acsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK]

General Terms and Conditions. A waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver waiver, and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance circumstances is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. Agreement If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK]] Agreement Number: 202100733 Page 13 of 18 TIER 2020 - October 2020

General Terms and Conditions. A waiver of any provision of this Investment Agreement must be in writing and signed by the Party providing the waiver waiver, and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute a waiver of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance circumstances is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreement, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. Agreement If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK].

General Terms and Conditions. A a. Any supplement, modification or waiver of any provision of this Investment the Agreement must be in writing and signed by authorized representative of both the Party providing Parties. b. If any part of the waiver and Agreement is legally binding only found to be invalid or unenforceable, the Parties agree that the remaining parts shall remain in the specific instance and for the specific purpose for which it was giveneffect without any modification. The failure Parties further agree that if the invalid or delay unenforceable part is an essential part of any the Agreement, the Parties must immediately begin negotiations for a replacement of the said part. c. If either Party fails to exercise enforce any right or remedy available under this Investment Agreement does the Agreement, that failure shall not constitute a waiver of that right. No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will constitute be construed as a waiver of any other provision (whether right or not similar). If any provision of this Investment Agreement or its application remedy with respect to any Party other breach or circumstance is determined failure by a court the other Party. d. The Agreement and all attachments incorporated herein by reference constitutes the whole of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only the Agreement and understanding between the Parties with respect to the extent of its illegalitysubject matter hereof and representations and Agreements not expressly contained herein or incorporated herein by reference is not binding upon the parties as conditions, invalidity warranties or unenforceability without affecting otherwise. All other terms and conditions contained in any other documents, unless expressly agreed to between the validity or the enforceability of the remaining provisions of this Investment Agreement Parties will have no effect. e. Each Party represents and without affecting its application warrants to the other Parties Party that it has the authority to enter into this Agreement and that its performance of this Agreement does not violate any laws, regulations or circumstances. This Investment agreements applicable to it. f. It is hereby expressly agreed, understood and clarified that this Agreement is on a principal to principal basis as mentioned herein and this Agreement does not and shall not constitute or be deemed to constitute a partnership or joint venture or agency and accordingly RSE shall not by any means, whether oral or written or otherwise, hold itself out to be, or lead or permit any person to believe, that it is not intended to confer any rights an agent of, or remedies upon any Person other than the Parties. Any third party is not entitled to rely represent, bind, pledge the credit of, enter into any contracts or engagements on the provisions of any project document in any actionbehalf of, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the obligations of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that act for NSE. g. Nothing in this agreement shall give either Party any right to use any trademark or any service xxxx (or the Parties goodwill associated therewith) which are relying on in entering into and completing used by the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions of this Investment Agreementother, have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, save as may be necessary contained herein or appropriate in order to carry out this Investment Agreement. If any act is required as may be authorized by the terms of this Investment latter in writing. h. This Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may shall be executed in any number of counterparts duplicate and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, each Party shall be deemed an original and all such counterparts, when taken together, shall constitute retain one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK]copy.

General Terms and Conditions. A waiver 11.1 The Scholarship is subject to annual confirmation. For the Scholarship to be confirmed, the Scholar must fulfill the duties and obligations set out herein and the Scholar’s annual report must demonstrate to the Foundation’s satisfaction that the Scholar is in compliance with the Scholarship’s eligibility requirements and the Foundation’s standards of excellence. 11.2 The Scholar grants permission to the Foundation to make public his or her name, photos, research interests, institutional affiliations and similar information. 11.3 An Event of Default shall be considered to have occurred in the following circumstances and may result in termination of the Scholarship and the obligation of the Scholar to reimburse all funds disbursed pursuant to this Funding Agreement: (i) the Scholar has submitted false or misleading information to the Foundation or intentionally made a false or misleading representation; (ii) any material term, condition or undertaking in this Agreement on the part of the Scholar is not complied with by the Scholar; (iii) the Scholar ceases to be eligible for a Scholarship, as per the provisions of Sections 3.2 and 3.3; or (iv) any of the Scholar’s Activities is determined by the Foundation to be unethical or contrary to the values of the Foundation. 11.4 Any reference in this Agreement to gender shall include all genders and words importing the singular number only shall include the plural and vice versa. 11.5 The division of this Agreement into articles, sections, subsections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in the construction or interpretation of this Agreement. 11.6 Unless expressly stated to the contrary, any references in this Agreement to any rule, regulation, order or policy of the Foundation shall be construed as a reference thereto as enacted at the date hereof and as same may be amended, re-enacted or superseded from time to time. 11.7 In this Agreement, references to “hereof”, “hereto” and “hereunder” and similar expressions mean and refer to this Agreement taken as whole and not to any particular article, section, subsection or subdivision. 11.8 If any provision of this Investment Agreement must is determined to be invalid or unenforceable by an arbitrator or a court of competent jurisdiction from which no further appeal lies or is taken, that provision shall be deemed to be severed herefrom and the remaining provisions of this Agreement shall not be affected thereby and shall remain valid and enforceable; provided that in writing the event that any portion of this Agreement shall have been so determined to be or become invalid or unenforceable, the parties shall negotiate in good faith such changes to this Agreement as will best preserve for the parties the benefits and obligations of such offending portion. 11.9 This Agreement may only be amended, modified or supplemented by written agreement signed by each of the Party providing the waiver and is legally binding only in the specific instance and for the specific purpose for which it was given. The failure or delay of any Party to exercise any right under this Investment Agreement does not constitute a waiver of that right. parties hereto. 11.10 No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Investment Agreement will by any party shall be deemed to constitute a waiver of such provision by the other party or a waiver by such party of any other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined ; nor shall such waiver constitute a continuing waiver unless otherwise expressly provided in writing duly executed by a court of competent jurisdiction the party to be illegal, invalid or unenforceable, it will bound by such waiver. 11.11 This Agreement shall be ineffective only to governed by and interpreted and enforced in accordance with the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability law of the remaining provisions Province of this Investment Quebec and the laws of Canada applicable therein. 11.12 This Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely on the provisions of any project document in any action, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate parties pertaining to the obligations of Alberta Innovates under the Program. This Investment Agreement matters contemplated hereby and supersedes all other prior agreements, understandings, agreements negotiations and representations with Alberta Innovates. There are no representationsdiscussions, warrantieswhether oral or written, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise of the parties. 11.13 The parties will from Alberta Innovates that time to time during the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree that: (i) each Party has read and understands the terms and provisions course of this Investment Agreement, have had the opportunity to review same with their legal counsel, Agreement or upon its expiry and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and (ii) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge without further consideration execute and deliver such other documents and instruments of clarification, transfer, conveyance and assignment and take such further instructions, and action as another may reasonably require to do all such other acts, as may be necessary effect the activities contemplated thereby or appropriate in order to carry out this Investment Agreement. If any act is required by otherwise advance the terms objectives of this Investment Agreement Agreement. 11.14 Any notice, direction or other instrument required or permitted to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment given under this Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original in writing and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified given by delivering it or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, sending it by telecopier or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK]electronic mail addressed:

General Terms and Conditions. A waiver 11.1 As of the date hereof, all the representations, warranties and undertakings made by any provision Party to the other Party are comprehensive and true, and the other Party has relied on such representations and warranties in entering into this Agreement and regards the same as the precondition for the execution of this Investment Agreement must be in writing Agreement. Following effectiveness of this Agreement, if any Party finds that any circumstance is inconsistent with the representations and signed warranties made by it to the other Party, such Party shall promptly disclose to the other Party such circumstance. Each Party shall indemnify the other Party against all the losses, costs, expenses or other liabilities incurred by the other Party providing arising as a result of its breach of the waiver representations and warranties herein. 11.2 All representations, warranties and undertakings made by each Party hereunder shall be separate and independent and shall not be limited by any term herein, unless specifically provided for herein. 11.3 If any term or other provision herein is legally binding only held invalid, illegal or unenforceable under the Hong Kong laws, all the other terms and provisions herein shall remain in full force and effect. When any term or other provision is held invalid, illegal or unenforceable, the specific instance Parties shall negotiate in good faith to amend this Agreement in an acceptable manner that comes closest to the original intention of the Parties. 11.4 This Agreement constitutes the entire agreement among the Parties with respect to the matter hereof and together with all the annexes hereto, contains all the intentions of the Parties hereto. This Agreement supersedes any and all prior intentions, expressions, understandings and agreements, whether oral or written, among the Parties in respect of the transaction contemplated hereby. 11.5 Except as otherwise provided for the specific purpose for which it was given. The by laws, no failure or delay of by any Party to exercise in exercising any right under this Investment Agreement does not constitute herein shall operate as a waiver of that right. No thereof, nor will any single or partial exercise of any right will thereof shall preclude any other or further exercise of that right or the exercise of any other right, power or privilege. 11.6 The headings herein contained are for convenience of reference only and no waiver of any shall not affect the meaning or interpretation of the provisions contents of this Investment Agreement will constitute a waiver Agreement. 11.7 Unless otherwise indicated herein, references to articles, clauses and annexes are to the articles and clauses of any and annexes to this Agreement. 11.8 Any notice and other provision (whether or not similar). If any provision of this Investment Agreement or its application to any Party or circumstance is determined by a court of competent jurisdiction communications required to be illegalgiven or made hereunder shall be delivered by personal delivery, invalid commercial courier service, registered mail or unenforceable, it will be ineffective only fax to the extent of its illegalityreceiving party’s address below. Such notice shall be deemed duly received: if delivered by personal delivery, invalidity commercial courier service or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Investment Agreement and without affecting its application to the other Parties or circumstances. This Investment Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. Any third party is not entitled to rely registered letter, on the provisions date when the notice is served or rejected at the intended address; 11.8.1 If transmitted by fax, on the date of any project document in any actionsuccessful transmission (with transmission confirmation automatically generated by the system). 11.8.2 For the purpose of notice, suit, proceeding, hearing or other forum. This Investment Agreement, including all schedules hereto, constitutes the entire agreement between the Parties as they relate to the obligations mailing addresses and contact details of Alberta Innovates under the Program. This Investment Agreement supersedes all other understandings, agreements and representations with Alberta Innovates. There are no representations, warranties, terms, conditions, covenants or other understandings, express or implied, collateral, statutory or otherwise from Alberta Innovates that the Parties are relying on in entering into and completing the Project. The Parties hereto acknowledge and agree thatas follows: Xxxxx Xxxxx Attn.: Xxxxx Xxxxx Address: , Shenzhen Tel.: (i00) each Party has read and understands the terms and provisions of this Investment Agreement0000-00000000 Hu Zhenning Attn.: Hu Zhenning Address: , have had the opportunity to review same with their legal counsel, and any rule whereby an ambiguity is to be resolved against the drafting Party does not apply in the interpretation of this Investment Agreement; and Shenzhen Tel.: (ii00) the terms and provisions of this Investment Agreement will be construed fairly as to all Parties hereto and not in favour of or against any Party, regardless of which Party was generally responsible for the preparation of this Investment Agreement. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out this Investment Agreement. If any act is required by the terms of this Investment Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day. This Investment Agreement may be executed in any number of counterparts and delivered via facsimile or electronically in portable document format. Each such counterpart, when so executed and delivered, shall be deemed an original and all such counterparts, when taken together, shall constitute one and the same instrument. This Investment Agreement may be modified or amended by mutual agreement of the Parties. Depending on the nature of the change, Alberta Innovates will determine if a formal amending agreement is necessary, or if updated Schedules can be circulated electronically without the need for a formal amendment. [THIS SPACE LEFT INTENTIONALLY BLANK]0000-00000000 VODone Limited