Common use of Other Closings Clause in Contracts

Other Closings. The obligations of the Investor and the Corporation to complete the purchase and sale of Securities at each subsequent Closing (other than the First Closing) are conditional upon the satisfaction of, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, the following conditions (the Other Closing Conditions): (a) at the close of business on the business day before the applicable Closing Date, the Corporation shall have delivered to the Investor written notice of the Facility Warrant Exercise Price and, based on same, the number of Facility Warrants to be issued; (b) subject to the lapsing of the Cool Down Period, at least five (5) business days before the applicable Closing Date, the Corporation shall have delivered to the Investor written notice (the Other Closing Notice) of its intention to issue: (i) one Tranche of the applicable Securities as listed in Section 2.1 for the applicable Closing or; (ii) if the 40-day average of the daily traded value (determined by the volume traded multiplied by the closing VWAP on each such day), after trimming 5% of the outliers is greater than $120,000, two Tranches of the applicable Securities as listed in Section 2.1 for the applicable Closing; (c) no payment shall be owing by the Corporation to the Investor and no delivery of Common Shares resulting from a conversion of the Debentures or an exercise of Warrants by the Investor shall remain outstanding pursuant to this Subscription Agreement except for any Make-Whole Amount or other amount to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the applicable Closing; (d) at least two (2) business days before the applicable Closing Date, the Corporation shall have delivered to the Investor, wire transfer instructions for the payment of the applicable Subscription Amount; (e) all necessary regulatory and CSE approvals (if any) required for the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the applicable Closing; (f) before or on the applicable Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (g) the sale and issuance of the Debentures and the Warrants issuable at the applicable Closing, the issuance of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (h) delivery of a legal opinion dated the applicable Closing Date from the Corporation’s counsel as to the conditions set out in items (e) and (g) above, in form and substance acceptable to the Investor and its legal counsel, acting reasonably; (i) (i) the representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as at the applicable Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to such Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the applicable Closing Date; (j) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the applicable Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to such Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the applicable Closing Date; (k) if prior to the applicable Closing Date, the Investor requests that the Corporation file and use its commercially reasonable efforts to be receipted for a Qualifying Prospectus, a Qualifying Prospectus shall have been filed on or before the applicable Closing Date; provided, however, that if the condition set out in item (g) above has been satisfied, then the Corporation shall not be obliged to also satisfy the condition in this item (k); (l) delivery of an officer's certificate by each of the Corporation and the Investor certifying that the condition in (i) or (j), as applicable, has been satisfied; (m) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) the Corporation shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent for the Corporation on the applicable Closing Date; (o) there shall not exist any Event of Default that remains uncured; (p) there shall not exist any binding commitment with respect to a Change of Control of the Corporation; (q) the Commitment Period shall not have lapsed; (r) the Consolidation shall have been completed if required in accordance with Section 7.1(u); and (s) the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Corporation upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of a Tranche.

Other Closings. The obligations of the Investor and the Corporation to complete the purchase and sale of Securities at each subsequent Closing (other than the First Closing) are conditional upon the satisfaction of, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, the following conditions (the Other Closing Conditions): (a) at the close of business on the business trading day before the applicable Closing Date, the Corporation shall have delivered to the Investor written notice of the Facility Warrant Exercise Price and, based on same, the number of Facility Warrants to be issued; (b) subject to the lapsing of the Cool Down Period, at least five (5) business trading days before the applicable Closing Date, the Corporation shall have delivered to the Investor written notice (the Other Closing Notice) of its intention to issue: (i) one Tranche of the applicable Securities as listed in Section 2.1 for the applicable Closing or; (ii) if the 40-day average of the daily traded value (determined by the volume traded multiplied by the closing VWAP on each such day), after trimming 5% of the outliers is greater than $120,000, two Tranches of issue the applicable Securities as listed in Section 2.1 for the applicable Closing; (c) no payment shall be owing by the Corporation to the Investor and no delivery of Common Shares resulting from a conversion of the Debentures or an exercise of Warrants by the Investor shall remain outstanding pursuant to this Subscription Agreement except for any Make-Whole Amount or other amount to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the applicable Closing; (d) at least two (2) business days before the applicable Closing Date, the Corporation shall have delivered to the Investor, wire transfer instructions for the payment of the applicable Subscription Amount; (ed) all necessary regulatory and CSE approvals (if any) required for the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the applicable Closing; (fe) before or on the applicable Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (f) the Consolidation shall have been completed in accordance with Section 7.1(u); (g) before or on the applicable Closing Date, a Share Lending Agreement shall have been entered into with respect to 150% of the Debentures to be issued in such Closing; (h) the sale and issuance of the Debentures and the Warrants issuable at the applicable Closing, the issuance of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (hi) delivery of a legal opinion dated the applicable Closing Date from the Corporation’s counsel as to the conditions set out in items (ed) and (h) (excluding (g)) above, in form and substance acceptable to the Investor and its legal counsel, acting reasonably; (i) (i) the representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as at the applicable Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to such Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the applicable Closing Date; (j) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the applicable Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to such Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the applicable Closing Date; (kl) if prior to the applicable Closing Date, the Investor requests that the Corporation file and use its commercially reasonable efforts to be receipted for a Qualifying ProspectusProspectus in accordance with Section 8.1 of this Subscription Agreement, a Qualifying Prospectus shall have been filed on or before the applicable Closing Date; provided, however, that if the condition set out in item (g) above has been satisfied, then the Corporation shall not be obliged to also satisfy the condition in this item (kl); (lm) delivery of an officer's certificate by each of the Corporation and the Investor certifying that the condition in (ij) or (jk), as applicable, has been satisfied; (mn) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (no) the Corporation shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent for the Corporation on the applicable Closing Date; (op) there shall not exist any Event of Default that remains uncured; (pq) there shall not exist any binding commitment with respect to a Change of Control of the Corporation; (qr) no payment shall be owing by the Corporation to the Investor and no delivery of Common Shares resulting from a conversion of the Debentures or an exercise of Warrants by the Investor shall remain outstanding pursuant to this Subscription Agreement except for any Make-Whole Amount or other amount to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the applicable Closing; and (s) the Commitment Period shall not have lapsed; (r) the Consolidation shall have been completed if required in accordance with Section 7.1(u); and (s) the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Corporation upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of a Tranche.

Other Closings. The obligations of the Investor and the Corporation to complete the purchase and sale of Securities at each subsequent Closing (other than the First Closing and the Second Closing) are conditional upon the satisfaction of, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, the following conditions (the Other Closing Conditions): (a) at the close of business on the business trading day before the applicable Closing Date, the Corporation shall have delivered to the Investor written notice of the Facility Warrant Exercise Price and, based on same, the number of Facility Warrants to be issued; (b) subject to the lapsing of the Cool Down Period, at least five (5) business trading days before the applicable Closing Date, the Corporation shall have delivered to the Investor written notice (the Other Closing Notice) of its intention to issue: (i) one Tranche of the applicable Securities as listed in Section 2.1 for the applicable Closing Closing; or; (ii) if the 40-day average any number of the daily traded value (determined by the volume traded multiplied by the closing VWAP on each such day), after trimming 5% of the outliers is greater than $120,000, two Tranches of the applicable Securities as listed in Section 2.1 2.1, within the limit of an aggregate nominal amount of $600,000, where the number of Tranches available for drawdown shall depend on the applicable Closingresult of the Liquidity Multiple (i.e, the maximum number of Tranches shall be equal to the Liquidity multiple rounded down to the nearest whole number); (c) no payment shall be owing by the Corporation to the Investor and no delivery of Common Shares resulting from a conversion of the Debentures or an exercise of Warrants by the Investor shall remain outstanding pursuant to this Subscription Agreement except for any Make-Make Whole Amount (which terms are covered by section 7.1(t)) or other amount to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the applicable Closing; (d) at least two (2) business days before the applicable Closing Date, the Corporation shall have delivered to the Investor, wire transfer instructions for the payment of the applicable Subscription Amount; (e) all necessary regulatory and CSE approvals (if any) required for the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the applicable Closing; (f) before or on the applicable Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (g) the sale and issuance of the Debentures and the Warrants issuable at the applicable Closing, the issuance of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (h) delivery of a legal opinion dated the applicable Closing Date from the Corporation’s counsel as to the conditions set out in items (e) and (g) above, in form and substance acceptable to the Investor and its legal counsel, acting reasonably; (i) (i) the representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as at the applicable Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to such Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the applicable Closing Date; (jh) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the applicable Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to such Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the applicable Closing Date; (k) if prior to the applicable Closing Date, the Investor requests that the Corporation file and use its commercially reasonable efforts to be receipted for a Qualifying Prospectus, a Qualifying Prospectus shall have been filed on or before the applicable Closing Date; provided, however, that if the condition set out in item (g) above has been satisfied, then the Corporation shall not be obliged to also satisfy the condition in this item (k); (li) delivery of an officer's certificate by each of the Corporation and the Investor certifying that the condition in (i3.3(h) or (j), as applicable, has been satisfied; (mj) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (nk) the Corporation shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent for the Corporation on the applicable Closing Date; (ol) there shall not exist any Event of Default that remains uncured; (pm) there shall not exist any binding commitment with respect to a Change of Control of the Corporation;; and (qn) the Commitment Period shall not have lapsed; (ro) the Consolidation if required, a consolidation shall have been completed if required in accordance with Section 7.1(u); and (sp) the amount calculated as the sum of a + b + c (as set out below) shall be less than the Lent Shares where a = 150% of an amount equal to the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trading days preceding the applicable Closing Date; b = any Common Shares issued by the Company to the Investor and which are (i) still held by the Investor, and (ii) which bear all or a remaining part of the statutory legend described in Section 4.11; c = 150% of an amount equal to the aggregate principal amount of any outstanding Make Whole Amount divided by the average VWAP of the three trading days preceding the applicable Closing Date ; and for the avoidance of doubt, this condition is solely for the benefit of the Investor; and (q) the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Corporation Investor upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of a Tranche.

Other Closings. The obligations of the Investor and the Corporation to complete the purchase and sale of Securities at each subsequent Closing Debentures (other than the First Closing) are conditional upon the satisfaction of, or compliance with, or waived (to the extent waivablewaiveable) by the party who benefits from the condition, the following conditions (the Other Closing Conditions): (a) at the close of business on the business day before the applicable Closing Date, the Corporation shall have delivered to the Investor written notice of the Facility Warrant Exercise Price and, based on same, the number of Facility Warrants to be issued; (b) subject to the lapsing of the Cool Down Period, at least five (5) business days before the applicable Closing Date, the Corporation shall have delivered to the Investor written notice (the Other Closing Notice) of its intention to issue: (i) one Tranche of the applicable Securities as listed in Section 2.1 for the applicable Closing or; (ii) if the 40-day average of the daily traded value (determined by the volume traded multiplied by the closing VWAP on each such day), after trimming 5% of the outliers is greater than $120,000, two Tranches of the applicable Securities as listed in Section 2.1 for the applicable Closing; (c) no payment shall be owing by the Corporation to the Investor and no delivery of Common Shares resulting from a conversion of the Debentures or an exercise of Warrants by the Investor shall remain outstanding pursuant to this Subscription Agreement except for any Make-Whole Amount or other amount to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the applicable Closing; (d) at least two (2) business days before the applicable Closing Date, the Corporation shall have delivered to the Investor, wire transfer instructions for the payment of the applicable Subscription Amount; (e) 3.2.1 all necessary regulatory and CSE approvals (if any) required for the completion of the transactions contemplated under this Subscription Investment Agreement shall have been obtained prior to the applicable Closing; 3.2.2 The Investor shall hold less than 5% of the outstanding Common Shares (ftaking into account any Common Shares held by the Corporation on such date), unless otherwise consented to by the Investor; 3.2.3 The closing price of the Common Shares on the CSE shall have been higher than $0.10 per share for a period of more than ten (10) consecutive Trading Days preceding the Corporation’s request to drawdown a new Tranche; 3.2.4 before or on after the applicable Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; 3.2.5 the Corporation shall (ga) have authorized and reserved for issuance such number of Common Shares that may be issuable upon conversion of the Debentures and the exercise of the Warrants to be issued in connection with the relevant Closing, and (b) shall be authorized to issue such Common Shares to the Investor pursuant to the policies of the CSE and, upon issuance of such Common Shares to the Investor, such Common Shares shall be fully paid, non-assessable and freely tradeable Common Shares; 3.2.6 the sale and issuance of the Debentures and the Warrants issuable at the applicable Closing, the issuance of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale and issuance without the requirement of filing to file a prospectus or registration statement or delivering to prepare and deliver an offering memorandum or similar document; (h) 3.2.7 delivery of a legal opinion dated as of the applicable Closing Date from the Corporation’s counsel with respect to matters customarily addressed in connection with a transaction such as the Investment, including with respect to the conditions set out in items (e) Sections 3.2.1 and (g) Sections 3.2.5 through 3.2.6 above, in form and substance acceptable to the Investor and its legal counsel, acting reasonably; (i) (i) 3.2.8 the representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including and in any other document delivered to the Corporation in connection with the Investment, are accurate in all material respects and remain true and correct in all material respects as at the applicable Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to such Closing) in this Subscription Agreement, including in and any other document delivered to the Corporation in connection with the Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the applicable Closing Date; (j) (i) 3.2.9 the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including and in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the applicable Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to such Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the applicable Closing Date; (k) if prior to the applicable Closing Date, the Investor requests that the Corporation file and use its commercially reasonable efforts to be receipted for a Qualifying Prospectus, a Qualifying Prospectus shall have been filed on or before the applicable Closing Date; provided, however, that if the condition set out in item (g) above has been satisfied, then the Corporation shall not be obliged to also satisfy the condition in this item (k); (l) delivery of an officer's certificate by each of the Corporation and the Investor certifying that the condition in (i) or (j), as applicable, has been satisfied; (m) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) the Corporation shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent for the Corporation on the applicable Closing Date; (o) there shall not exist any Event of Default that remains uncured; (p) there shall not exist any binding commitment with respect to a Change of Control of the Corporation; (q) the Commitment Period shall not have lapsed; (r) the Consolidation shall have been completed if required in accordance with Section 7.1(u); and (s) the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Corporation upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of a Tranche.

Other Closings. The obligations of the Investor and the Corporation to complete the purchase and sale of Securities at each subsequent Closing (other than the First Closing) are conditional upon the satisfaction of, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, the following conditions (the Other Closing Conditions): (a) at the close of business on the business trading day before the applicable Closing Date, the Corporation shall have delivered to the Investor written notice of the Facility Warrant Exercise Price and, based on same, the number of Facility Warrants to be issued; (b) subject to the lapsing of the Cool Down Period, at least five (5) business days before the applicable Closing Date, the Corporation shall have delivered to the Investor written notice (the Other Closing Notice) of its intention to issue: (i) one Tranche of the applicable Securities as listed in Section 2.1 for the applicable Closing or; (ii) if the 40-day average of the daily traded value (determined by the volume traded multiplied by the closing VWAP on each such day), after trimming 5% of the outliers is greater than $120,000, two Tranches of issue the applicable Securities as listed in Section 2.1 for the applicable Closing; (c) no payment shall be owing by at least one (1) business day before the Corporation to the Investor and no delivery of Common Shares resulting from a conversion of the Debentures or an exercise of Warrants by applicable Closing Date, the Investor shall remain outstanding pursuant to this Subscription Agreement except for any Make-Whole Amount or other amount to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor have delivered to the Corporation written notice of the outstanding Transaction Expenses in connection with respect of the applicable Closing; (d) at least two (2) business days before the applicable Closing Date, the Corporation shall have delivered to the Investor, wire transfer instructions for the payment of the applicable Subscription Amount; (e) all necessary regulatory and CSE approvals (if any) required for the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the applicable Closing; (f) before or on the applicable Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (g) the sale and issuance of the Debentures and the Warrants issuable at the applicable Closing, the issuance of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (h) delivery of a legal opinion dated the applicable Closing Date from the Corporation’s counsel as to the conditions set out in items (e) and (g) above, in form and substance acceptable to the Investor and its legal counsel, acting reasonably; (i) (i) the representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as at the applicable Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to such Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the applicable Closing Date; (jh) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the applicable Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to such Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the applicable Closing Date; (ki) if prior If (i) on the written advice of the Investor’s legal counsel after consulting with the Corporation’s legal counsel, the Common Shares issuable upon the conversion of the Debenture or exercise of the Facility Warrants to be issued in connection with the applicable Closing Datewould not be freely tradable at the time of issuance, and (ii) the Investor requests that the Corporation file and use its commercially reasonable efforts to be receipted for a Qualifying Prospectuscondition in (f), a Qualifying Prospectus shall have been filed on or before the applicable Closing Date; provided, however, that if the condition set out in item (g) above has been satisfied, then the Corporation Investor shall not be obliged to also satisfy have received the condition Swap Shares in this item (k)respect of such Closing; (lj) delivery of an officer's certificate by each of the Corporation and the Investor certifying that the condition in (ig) or (jh), as applicable, has been satisfied; (mk) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (nl) the Corporation shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent for the Corporation on the applicable Closing Date; (om) there shall not exist any Event of Default that remains uncured; (pn) there shall not exist any binding commitment with respect to a Change of Control of the Corporation; (o) no payment shall be owing by the Corporation to the Investor and no delivery of Common Shares resulting from a conversion of the Debentures or an exercise of Warrants by the Investor shall remain outstanding pursuant to this Subscription Agreement except for any Commitment Fee, Transaction Expenses, Make-Whole Amount or other amount to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the applicable Closing; (p) the aggregate principal amount of the outstanding Debentures shall be less than twenty- five percent (25%) of the market capitalization of the Corporation as at the trading day immediately preceding the applicable Closing Date; and (q) the Commitment Period shall not have lapsed; (r) the Consolidation shall have been completed if required in accordance with Section 7.1(u); and (s) the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Corporation upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of a Tranche.

Other Closings. The obligations of the Investor and the Corporation to complete the purchase and sale of Securities at each subsequent Closing (other than the First Closing) are conditional upon the satisfaction of, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, the following conditions (the Other Closing Conditions): (a) at the close of business on the business trading day before the applicable Closing Date, the Corporation shall have delivered to the Investor written notice of the Facility Warrant Exercise Price and, based on same, the number of Facility Warrants to be issued; (b) subject to the lapsing of the Cool Down Period, at least five (5) business trading days before the applicable Closing Date, the Corporation shall have delivered to the Investor written notice (the Other Closing Notice) of its intention to issue: (i) one Tranche of the applicable Securities as listed in Section 2.1 for the applicable Closing Closing; or; (ii) if the 40-day average any number of the daily traded value (determined by the volume traded multiplied by the closing VWAP on each such day), after trimming 5% of the outliers is greater than $120,000, two Tranches of the applicable Securities as listed in Section 2.1 2.1, within the limit of an aggregate nominal amount of $600,000, where the number of Tranches available for drawdown shall depend on the applicable Closingresult of the Liquidity Multiple; (c) no payment shall be owing by the Corporation to the Investor and no delivery of Common Shares resulting from a conversion of the Debentures or an exercise of Warrants by the Investor shall remain outstanding pursuant to this Subscription Agreement except for any Make-Make Whole Amount (which terms are covered by section 7.1(t)) or other amount to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the applicable Closing; (d) at least two (2) business days before the applicable Closing Date, the Corporation shall have delivered to the Investor, wire transfer instructions for the payment of the applicable Subscription Amount; (e) all necessary regulatory and CSE approvals (if any) required for the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the applicable Closing; (f) before or on the applicable Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (g) the sale and issuance of the Debentures and the Warrants issuable at the applicable Closing, the issuance of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (h) delivery of a legal opinion dated the applicable Closing Date from the Corporation’s counsel as to the conditions set out in items (e) and (g) above, in form and substance acceptable to the Investor and its legal counsel, acting reasonably; (i) (i) the representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as at the applicable Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to such Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the applicable Closing Date; (ji) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the applicable Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to such Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the applicable Closing Date; (kj) if prior to the applicable Closing Date, the Investor requests that the Corporation file and use its commercially reasonable efforts to be receipted for a Qualifying ProspectusProspectus in accordance with Section 8.1 of this Subscription Agreement, a Qualifying Prospectus shall have been filed on or before the applicable Closing Date; provided, however, that if the condition set out in item (g) above has been satisfied, then the Corporation shall not be obliged to also satisfy the condition in this item (kj); (lk) delivery of an officer's certificate by each of the Corporation and the Investor certifying that the condition in (i3.2(i) or (j), as applicable, has been satisfied; (ml) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (nm) the Corporation shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent for the Corporation on the applicable Closing Date; (on) there shall not exist any Event of Default that remains uncured; (po) there shall not exist any binding commitment with respect to a Change of Control of the Corporation;; and (qp) the Commitment Period shall not have lapsed; (rq) the Consolidation if required, a consolidation shall have been completed if required in accordance with Section 7.1(u); and (sr) the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Corporation Investor upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of a Tranche.

Other Closings. The obligations of the Investor and the Corporation to complete the purchase and sale of Securities at each subsequent Closing (other than the First Closing and the Second Closing) are conditional upon the satisfaction of, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, the following conditions (the Other Closing Conditions): (a) at the close of business on the business trading day before the applicable Closing Date, the Corporation shall have delivered to the Investor written notice of the Facility Warrant Exercise Price and, based on same, the number of Facility Warrants to be issued; (b) subject to the lapsing of the Cool Down Period, at least five (5) business trading days before the applicable Closing Date, the Corporation shall have delivered to the Investor written notice (the Other Closing Notice) of its intention to issue: (i) one Tranche of the applicable Securities as listed in Section 2.1 for the applicable Closing Closing; or; (ii) if the 40-day average any number of the daily traded value (determined by the volume traded multiplied by the closing VWAP on each such day), after trimming 5% of the outliers is greater than $120,000, two Tranches of the applicable Securities as listed in Section 2.1 2.1, within the limit of an aggregate nominal amount of $150,000, where the number of Tranches available for drawdown shall depend on the applicable Closingresult of the Liquidity Multiple (i.e, the maximum number of Tranches shall be equal to the Liquidity multiple rounded down to the nearest whole number); (c) no payment shall be owing by the Corporation to the Investor and no delivery of Common Shares resulting from a conversion of the Debentures or an exercise of Warrants by the Investor shall remain outstanding pursuant to this Subscription Agreement except for any Make-Make Whole Amount (which terms are covered by section 7.1(t)) or other amount to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the applicable Closing; (d) at least two (2) business days before the applicable Closing Date, the Corporation shall have delivered to the Investor, wire transfer instructions for the payment of the applicable Subscription Amount; (e) all necessary regulatory and CSE approvals (if any) required for the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the applicable Closing; (f) before or on the applicable Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (g) the sale and issuance of the Debentures and the Warrants issuable at the applicable Closing, the issuance of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (h) delivery of a legal opinion dated the applicable Closing Date from the Corporation’s counsel as to the conditions set out in items (e) and (g) above, in form and substance acceptable to the Investor and its legal counsel, acting reasonably; (i) (i) the representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as at the applicable Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to such Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the applicable Closing Date; (jh) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the applicable Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to such Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the applicable Closing Date; (k) if prior to the applicable Closing Date, the Investor requests that the Corporation file and use its commercially reasonable efforts to be receipted for a Qualifying Prospectus, a Qualifying Prospectus shall have been filed on or before the applicable Closing Date; provided, however, that if the condition set out in item (g) above has been satisfied, then the Corporation shall not be obliged to also satisfy the condition in this item (k); (li) delivery of an officer's certificate by each of the Corporation and the Investor certifying that the condition in (i3.3(h) or (j), as applicable, has been satisfied; (mj) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (nk) the Corporation shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent for the Corporation on the applicable Closing Date; (ol) there shall not exist any Event of Default that remains uncured; (pm) there shall not exist any binding commitment with respect to a Change of Control of the Corporation;; and (qn) the Commitment Period shall not have lapsed; (ro) the Consolidation if required, a consolidation shall have been completed if required in accordance with Section 7.1(u); and (sp) the amount calculated as the sum of a + b + c (as set out below) shall be less than the Lent Shares where a = 150% of an amount equal to the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, which bear all or a remaining part of the statutory legend described in Section 4.11, if any) divided by the average VWAP of the three trading days preceding the applicable Closing Date; b = any Common Shares issued by the Company to the Investor and which are (i) still held by the Investor, and (ii) which bear all or a remaining part of the statutory legend described in Section 4.11; c = 150% of an amount equal to the aggregate principal amount of any outstanding Make Whole Amount divided by the average VWAP of the three trading days preceding the applicable Closing Date; and (q) all outstanding Debentures have been converted into Common Shares of the Company and any Make Whole Amount have been fully paid by the Company to the Investor, unless otherwise consented by the Investor; and (r) the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Corporation Investor upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of a Tranche.