Common use of Issuance and Sale of the Notes Clause in Contracts

Issuance and Sale of the Notes. (a) In reliance upon the representations, warranties and covenants of the Parties set forth herein, and subject to satisfaction of the relevant conditions set forth in Section 3.2 hereof, on the Initial Closing Date, the Corporation shall issue, sell and deliver to the Purchaser, and the Purchaser shall purchase from the Corporation, a note having an aggregate Principal Amount of $5,000,000.00 for proceeds equal to the Initial Issue Price. The note issued on the Initial Closing Date (the “Initial Note”) shall be convertible into common shares in the capital of the Corporation (the “Common Shares”) in accordance with the terms thereof, shall mature five (5) years and one (1) day from the Initial Closing Date, and shall be in the form attached hereto as Exhibit 2.1(a). (b) In reliance upon the representations, warranties and covenants of the Parties set forth herein, and subject to satisfaction of the relevant conditions set forth in Section 3.3 hereof, on the Second Closing Date, the Corporation shall issue, sell and deliver to the Purchaser, and the Purchaser shall purchase from the Corporation, a note having an aggregate Principal Amount of $5,000,000.00 for proceeds equal to the Second Issue Price. The note issued on the Second Closing Date (the “Subsequent Note”) shall be convertible into Common Shares in accordance with the terms thereof, shall mature five (5) years and one (1) day from the Second Closing Date, and shall be in the form attached hereto as Exhibit 2.1(b).

Issuance and Sale of the Notes. (a) In reliance upon the representations, warranties and covenants of the Parties set forth herein, and subject to satisfaction of the relevant conditions set forth in Section 3.2 hereof, on the Initial Closing Date, the Corporation shall issue, sell and deliver to the Purchaser, and the Purchaser shall purchase from the Corporation, a note having an aggregate Principal Amount of $5,000,000.00 for proceeds equal to the Initial Issue Price. The note issued on the Initial Closing Date (the “Initial Note”) shall be convertible into common shares in the capital of the Corporation (the “Common Shares”) in accordance with the terms thereof, shall mature five (5) years and one (1) day from the Initial Closing Date, and shall be in the form attached hereto as Exhibit 2.1(a). (b) In reliance upon the representations, warranties and covenants of the Parties set forth herein, and subject to satisfaction of the relevant conditions set forth in Section 3.3 hereof, on the Second Closing Date, the Corporation shall issue, sell and deliver to the Purchaser, and the Purchaser shall purchase from the Corporation, a note having an aggregate Principal Amount of $5,000,000.00 5,500,000.00 for proceeds equal to the Second Issue Price. The note issued on the Second Closing Date (the “Subsequent Note”) shall be convertible into Common Shares in accordance with the terms thereof, shall mature five (5) years and one (1) day from the Second Closing Date, and shall be in the form attached hereto as Exhibit 2.1(b).