Common use of Purchaser’s Acknowledgements Clause in Contracts

Purchaser’s Acknowledgements. The Purchaser and each Beneficial Purchaser, if any, acknowledge and agree that: (a) (i) no agency, securities commission, governmental authority, regulatory body, stock exchange or other entity has reviewed, passed on, made any finding or determination as to the merits of investment in, nor have any such agencies, securities commissions, governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to the Shares or the Offering; (ii) there is no governmental or other form of insurance covering the Shares; and (iii) there are risks associated with the purchase of the Purchased Shares; (b) the purchase of the Shares has not been or will not be (as applicable) made through, or as a result of, and the distribution of the Shares is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (c) no prospectus or other offering document has been filed by the Company with a securities commission or other securities regulatory authority in any jurisdiction in or outside of Canada in connection with the issue of the Shares, and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of Securities Laws and, as a result, in connection with its purchase of the Purchased Shares hereunder, as applicable: (i) the Purchaser and each Beneficial Purchaser, if any, is restricted from using most of the protections, rights and remedies available under Securities Laws including, without limitation, statutory rights of rescission or damages; (ii) the Purchaser and each Beneficial Purchaser, if any, will not receive information that may otherwise be required to be provided to the Purchaser and each Beneficial Purchaser, if any, under applicable Securities Laws or contained in a prospectus prepared in accordance with applicable Securities Laws; (iii) the Company are relieved from certain obligations that would otherwise apply under such applicable Securities Laws; and (iv) there are restrictions on the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants and it is the responsibility of the Purchaser and each Beneficial Purchaser, if any, to determine these restrictions and to comply with them before selling the Common Shares or the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants; (d) the Shares are being offered for sale only on a “private placement” basis; (e) all costs and expenses incurred by the Purchaser and each Beneficial Purchaser (including any fees and disbursements of legal counsel retained by the Purchaser and each Beneficial Purchaser) relating to the purchase of the Purchased Shares shall be borne by the Purchaser; (f) the Purchaser acknowledges that neither the Company or any of its affiliates, related entities and associates, or any persons acting on their behalf, will in any circumstances be liable to the Purchaser or any Beneficial Purchaser under, or arising out of or in any way connected with this agreement for any indirect or consequential loss or damage whether arising in contract or tort (including for negligence or statutory duty); (g) the Securities will be subject to certain resale restrictions under the Securities Laws and the Purchaser and each Beneficial Purchaser, if any, agree to comply with such restrictions. The Purchaser and each Beneficial Purchaser, if any, also acknowledge that they have been advised to consult their own legal advisors with respect to applicable resale restrictions and that they are solely responsible (and the Company is not in any manner responsible) for complying with such restrictions. For purposes of complying with the Securities Laws and National Instrument 45-102 Resale of Securities, the Purchaser and Beneficial Purchaser understand and acknowledge that upon the issue of any Purchased Shares, all the certificates representing the Common Shares and the Warrants comprising the Purchased Shares, if the Common Shares issuable upon exercise of the Warrants are issued prior to the date which is four months and one day after the Closing Date, then the Common Shares issuable upon exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM THE CLOSING DATE].” Provided, that if the Purchaser or the Beneficial Purchaser, if any, is a U.S. Purchaser then, upon the issuance of the Securities, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable State Laws, the certificates representing the Common Shares comprising the Purchased Shares as well as the Common Shares issuable upon the exercise of the Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS. (h) no person has made any written or oral representations or undertakings: (i) that any person will resell or repurchase the Common Shares or the Warrants comprising the Units or the Common Shares issuable upon exercise of the Warrants; (ii) that any person will refund all or any of the Purchase Price; or (iii) as to the future price or value of the Common Shares or the Warrants comprising the Purchased Shares; (i) in purchasing the Purchased Shares, the Purchaser and each Beneficial Purchaser, if any, has relied solely on this Subscription Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Company or any employee, agent or affiliate thereof or any other person associated therewith; (j) the Purchaser and each Beneficial Purchaser, if any, are solely responsible for obtaining such legal advice and tax advice as it considers appropriate in connection with the execution, delivery and performance by them of this Subscription Agreement and the completion of the transactions contemplated hereby; and (k) the Purchaser acknowledges that the Company may pay finder’s fees to eligible persons in connection with the Offering.

Purchaser’s Acknowledgements. The Purchaser and each Beneficial Purchaser, if any, acknowledge and agree acknowledges that: (a) the sale and delivery of the Shares to the Purchaser is conditional upon such sale being exempt from the prospectus filing requirements of any applicable statute relating to the sale of the Shares or upon the issuance of such orders, rulings, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus; (ib) the Company will be required to disclose to applicable securities regulatory authorities the identity of the Purchaser; (c) the Shares will be subject to resale restrictions under applicable securities legislation, rules, regulations and policies and the Purchaser will comply with all relevant securities legislation, rules, regulations and policies concerning any resale of the Shares and will consult with its legal advisers or counsel to the Company with respect to complying with all restrictions applying to any such resale; (d) no agency, securities commission, governmental authority, regulatory body, stock exchange or other entity has reviewed, passed on, made any finding or determination as to the merits of merit for investment inof, nor have any such agencies, securities commissions, agencies or governmental authorities, regulatory bodies, stock exchanges or other entities authorities made any recommendation or endorsement with respect to to, the Shares or the Offering; (ii) there is no governmental or other form of insurance covering the Shares; and (iii) there are risks associated with the purchase of the Purchased Shares; (be) the purchase of the Shares has not been or will not be (as applicable) made through, or as a result of, and the distribution of the Shares is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (c) no prospectus or other offering document has been filed by the Company with a securities commission or other securities regulatory authority in any jurisdiction in or outside of Canada in connection with the issue of the Shares, and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of Securities Laws and, as a result, in connection with its purchase of the Purchased Shares hereunder, as applicable: (i) the Purchaser and each Beneficial Purchaser, if any, is restricted from using most of the protections, rights and remedies available under Securities Laws including, without limitation, statutory rights of rescission or damages; (ii) the Purchaser and each Beneficial Purchaser, if any, will not receive information that may otherwise be required to be provided to the Purchaser and each Beneficial Purchaser, if any, under applicable Securities Laws or contained in a prospectus prepared in accordance with applicable Securities Laws; (iii) the Company are relieved from certain obligations that would otherwise apply under such applicable Securities Laws; and (iv) there are restrictions on the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants and it is the responsibility of the Purchaser and each Beneficial Purchaser, if any, to determine these restrictions and to comply with them before selling the Common Shares or the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants; (df) the Shares are being offered for sale only on a “"private placement” " basis; (e) all costs and expenses incurred by the Purchaser and each Beneficial Purchaser (including any fees and disbursements of legal counsel retained by the Purchaser and each Beneficial Purchaser) relating to the purchase of the Purchased Shares shall be borne by the Purchaser; (f) the Purchaser acknowledges that neither the Company or any of its affiliates, related entities and associates, or any persons acting on their behalf, will in any circumstances be liable to the Purchaser or any Beneficial Purchaser under, or arising out of or in any way connected with this agreement for any indirect or consequential loss or damage whether arising in contract or tort (including for negligence or statutory duty); (g) the Securities will be subject to certain resale restrictions under the Securities Laws and the Purchaser and each Beneficial Purchaser, if any, agree to comply with such restrictions. The Purchaser and each Beneficial Purchaser, if any, also acknowledge that they have been advised to consult their own legal advisors with respect to applicable resale restrictions and that they are solely responsible (and the Company is not in any manner responsible) for complying with such restrictions. For purposes of complying with the Securities Laws and National Instrument 45-102 Resale of Securities, the Purchaser and Beneficial Purchaser understand and acknowledge that upon the issue of any Purchased Shares, all the certificates representing the Common Shares and the Warrants comprising the Purchased Shares, if the Common Shares issuable upon exercise of the Warrants are issued prior to the date which is four months and one day after the Closing Date, then the Common Shares issuable upon exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM THE CLOSING DATE].” Provided, that if the Purchaser or the Beneficial Purchaser, if any, is a U.S. Purchaser then, upon the issuance of the Securities, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable State LawsShares, the certificates representing the Common Shares comprising the Purchased Shares as well as the Common Shares issuable upon the exercise of the Warrants shall bear the following legendlegend until the expiration of the applicable hold period: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933"Unless permitted under securities legislation, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWSthe holder of the securities shall not trade the securities before [insert the date that is four months and a day after the distribution date]."; and (h) no person has the representations, warranties and covenants contained in this subscription agreement are made any written or oral by it with the intent that they may be relied upon by the Company in determining its eligibility to purchase the Shares. The Purchaser further agrees that by accepting the Shares the Purchaser shall be representing and warranting that the foregoing representations or undertakings: (i) and warranties are true as at the Closing with the same force and effect as if they had been made by the Purchaser at the Closing and that any person will resell or repurchase they shall survive the Common Shares or purchase by the Warrants comprising the Units or the Common Shares issuable upon exercise Purchaser of the Warrants; (ii) that Shares and shall continue in full force and effect notwithstanding any person will refund all or any subsequent disposition by it of the Purchase Price; or (iii) as to the future price or value of the Common Shares or the Warrants comprising the Purchased Shares; (i) in purchasing the Purchased Shares, the Purchaser and each Beneficial Purchaser, if any, has relied solely on this Subscription Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Company or any employee, agent or affiliate thereof or any other person associated therewith; (j) the Purchaser and each Beneficial Purchaser, if any, are solely responsible for obtaining such legal advice and tax advice as it considers appropriate in connection with the execution, delivery and performance by them of this Subscription Agreement and the completion of the transactions contemplated hereby; and (k) the Purchaser acknowledges that the Company may pay finder’s fees to eligible persons in connection with the Offering.

Purchaser’s Acknowledgements. The Purchaser acknowledges and each Beneficial Purchaser, if any, acknowledge and agree agrees that: (a) (i) no agency, securities commission, governmental authority, regulatory body, stock exchange or other entity has reviewed, passed on, made any finding or determination as to the merits of merit for investment inof, nor have any such agencies, securities commissions, or governmental authorities, regulatory bodies, stock exchanges or other entities authorities made any recommendation or endorsement with respect to the Shares Founders Class Units or the Offeringoffering thereof; (ii) there is no governmental government or other form of insurance covering the SharesFounders Class Units; and (iii) there are risks associated with the purchase of the Purchased SharesFounders Class Units; (b) the purchase of the Shares has not been or will not be (as applicable) made through, or as a result of, and the distribution of the Shares is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (c) no prospectus or other offering document has been filed by the Company Fund with a securities commission or other securities regulatory authority in any province of Canada, or any other jurisdiction in or outside of Canada in connection with the issue issuance of the SharesFounders Class Units, and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of Securities Laws and, as a result, in connection with its purchase of the Purchased Shares Founders Class Units hereunder, as applicable: (i) the Purchaser and each Beneficial Purchaser, if any, is restricted from using most of the protections, rights and remedies available under Securities Laws including, without limitation, statutory rights of rescission or damagesLaws; (ii) the Purchaser and each Beneficial Purchaser, if any, will not receive information that may otherwise be required to be provided to the Purchaser and each Beneficial Purchaser, if any, under applicable Securities Laws securities laws or contained in a prospectus prepared in accordance with applicable Securities Lawssecurities laws; (iii) the Company are Fund is relieved from certain obligations that would otherwise apply under such applicable Securities Lawssecurities laws; and (iv) there are restrictions on the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants and it is the responsibility of the Purchaser and each Beneficial Purchaser, if any, to determine these restrictions and to comply with them before selling the Common Shares or the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants; (d) the Shares Founders Class Units are being offered for sale only on a “private placement” basis. (c) the Fund is not an investment fund under Securities Laws and as a result is not subject to laws and regulations that apply to investment funds; (ed) all costs and expenses incurred by the Purchaser and each Beneficial Purchaser (including any fees and disbursements of legal counsel retained by the Purchaser and each Beneficial Purchaser) relating to the purchase of the Purchased Shares Founders Class Units shall be borne by the Purchaser; (fe) the Purchaser acknowledges that neither the Company or any of its affiliates, related entities and associates, or any persons acting on their behalf, will in any circumstances be liable to the Purchaser or any Beneficial Purchaser under, or arising out of or in any way connected with this agreement for any indirect or consequential loss or damage whether arising in contract or tort (including for negligence or statutory duty); (g) the Securities Founders Class Units will be subject to certain resale restrictions under the Securities Laws and the Purchaser and each Beneficial Purchaser, if any, agree agrees to comply with such restrictions. The Purchaser and each Beneficial Purchaser, if any, also acknowledge acknowledges that they have it has been advised to consult their its own legal advisors with respect to applicable resale restrictions and that they are it is solely responsible (and the Company Fund is not in any no manner responsible) for complying with such restrictions. For purposes of complying with restrictions before selling the Securities Laws and National Instrument 45-102 Resale of Securities, the Purchaser and Beneficial Purchaser understand and acknowledge that upon the issue of any Purchased Shares, all the certificates representing the Common Shares and the Warrants comprising the Purchased Shares, if the Common Shares issuable upon exercise of the Warrants are issued prior to the date which is four months and one day after the Closing Date, then the Common Shares issuable upon exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM THE CLOSING DATE].” Provided, that if the Purchaser or the Beneficial Purchaser, if any, is a U.S. Purchaser then, upon the issuance of the Securities, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable State Laws, the certificates representing the Common Shares comprising the Purchased Shares as well as the Common Shares issuable upon the exercise of the Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.Founders Class Units; (hf) no person has made any written or oral representations or undertakingsrepresentations: (i) that any person will resell or repurchase the Common Shares or the Warrants comprising the Units or the Common Shares issuable upon exercise of the WarrantsFounders Class Units; (ii) that any person will refund all or any of the Purchase PriceAggregate Subscription Amount; or (iii) as to the future price or value of the Common Shares or the Warrants comprising the Purchased SharesFounders Class Units; (ig) in purchasing the Purchased Shares, the Purchaser and each Beneficial Purchaser, if any, has relied solely on this Subscription Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Company or any employee, agent or affiliate thereof or any other person associated therewith; (j) the Purchaser and each Beneficial Purchaser, if any, are it is solely responsible for obtaining such legal advice and tax advice as it considers appropriate in connection with the execution, delivery and performance by them it of this Subscription Agreement and the completion of the transactions contemplated hereby; and; (kh) the Fund may complete additional offerings in the future subject to and in accordance with its constating documents and applicable Securities Laws; (i) that this Subscription Agreement requires the Purchaser acknowledges that to provide certain personal information to the Company Fund. Such information is being collected by the Fund for the purposes of completing the proposed offering of the Founders Class Units, which includes, without limitation, determining the Purchaser's eligibility to purchase the Founders Class Units under applicable Securities Laws, preparing and registering certificates or ownership statements under an electronic book entry system representing the Founders Class Units and completing filings required by the Securities Commissions. The Purchaser’s Personal Information may pay finderbe disclosed by the Fund to: (i) stock exchanges or securities regulatory authorities, (ii) the Fund’s fees to eligible persons registrar and transfer agent, and (iii) any of the other parties involved in the Offering, including legal counsel, and may be included in record books in connection with the Offering. By executing this Subscription Agreement, the Purchaser acknowledges, agrees and consents to the disclosure of Personal Information to each of the Fund, the Securities Commissions and other parties set out herein. The Purchaser also consents to the filing of copies or originals of any of the Purchaser’s documents described in paragraph 3 hereof as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby; (j) that the Fund will be required to provide to the Securities Commissions a list setting out the identities of the beneficial purchasers of the Founders Class Units. Notwithstanding that the Purchaser may be purchasing Founders Class Units as an agent on behalf of an undisclosed principal (if permissible under the relevant Securities Laws), the Purchaser agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Fund in order to comply with Securities Laws. The Purchaser may contact the public officials listed on Schedule D with respect to questions about the security regulatory authority's or regulator' indirect collection of such information; (k) None of CBRE Group Inc., CBRE Global Investors, LLC, CBRE Global Investment Partners Limited or any of their affiliates (“CBRE Group”) is responsible for the organization, operation and management of the Fund or the Purchaser; (l) the Purchaser is subscribing for Founders Class Units of the Fund and it will not be a direct investor in the Global Alpha Sub-Fund or in any affiliate of the CBRE Group and will have no contractual relationship with or direct recourse against the Global Alpha Sub-Fund or in any affiliate of the CBRE Group; (m) it waives all rights to (and agrees not to) bring any direct suit or claim (either individually or derivatively on behalf of the Fund) against any CBRE Party; and (n) that no CBRE Party owes any direct contractual, fiduciary or other duty to it and is not its fiduciary, in each case to the maximum extent permitted by applicable law.

Purchaser’s Acknowledgements. The Purchaser acknowledges and each Beneficial Purchaser, if any, acknowledge and agree agrees that: (a) (i) no agency, securities commission, governmental authority, regulatory body, stock exchange or other entity has reviewed, passed on, made any finding or determination as to the merits of merit for investment inof, nor have any such agencies, securities commissions, or governmental authorities, regulatory bodies, stock exchanges or other entities authorities made any recommendation or endorsement with respect to the Shares Class I Units or the Offeringoffering thereof; (ii) there is no governmental government or other form of insurance covering the SharesClass I Units; and (iii) there are risks associated with the purchase of the Purchased SharesClass I Units; (b) the purchase of the Shares has not been or will not be (as applicable) made through, or as a result of, and the distribution of the Shares is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (c) no prospectus or other offering document has been filed by the Company Fund with a securities commission or other securities regulatory authority in any province of Canada, or any other jurisdiction in or outside of Canada in connection with the issue issuance of the SharesClass I Units, and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of Securities Laws and, as a result, in connection with its purchase of the Purchased Shares Class I Units hereunder, as applicable: (i) i. the Purchaser and each Beneficial Purchaser, if any, is restricted from using most of the protections, rights and remedies available under Securities Laws including, without limitation, statutory rights of rescission or damagesLaws; (ii) . the Purchaser and each Beneficial Purchaser, if any, will not receive information that may otherwise be required to be provided to the Purchaser and each Beneficial Purchaser, if any, under applicable Securities Laws securities laws or contained in a prospectus prepared in accordance with applicable Securities Lawssecurities laws; (iii) . the Company are Fund is relieved from certain obligations that would otherwise apply under such applicable Securities Lawssecurities laws; and (iv) there are restrictions on . the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants and it is the responsibility of the Purchaser and each Beneficial Purchaser, if any, to determine these restrictions and to comply with them before selling the Common Shares or the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants; (d) the Shares Class I Units are being offered for sale only on a “private placement” basis. c) the Fund is not an investment fund under Securities Laws and as a result is not subject to laws and regulations that apply to investment funds; (ed) all costs and expenses incurred by the Purchaser and each Beneficial Purchaser (including any fees and disbursements of legal counsel retained by the Purchaser and each Beneficial Purchaser) relating to the purchase of the Purchased Shares Class I Units shall be borne by the Purchaser; (fe) the Purchaser acknowledges that neither the Company or any of its affiliates, related entities and associates, or any persons acting on their behalf, will in any circumstances be liable to the Purchaser or any Beneficial Purchaser under, or arising out of or in any way connected with this agreement for any indirect or consequential loss or damage whether arising in contract or tort (including for negligence or statutory duty); (g) the Securities Class I Units will be subject to certain resale restrictions under the Securities Laws and the Purchaser and each Beneficial Purchaser, if any, agree agrees to comply with such restrictions. The Purchaser and each Beneficial Purchaser, if any, also acknowledge acknowledges that they have it has been advised to consult their its own legal advisors with respect to applicable resale restrictions and that they are it is solely responsible (and the Company Fund is not in any no manner responsible) for complying with such restrictions. For purposes of complying with restrictions before selling the Securities Laws and National Instrument 45-102 Resale of Securities, the Purchaser and Beneficial Purchaser understand and acknowledge that upon the issue of any Purchased Shares, all the certificates representing the Common Shares and the Warrants comprising the Purchased Shares, if the Common Shares issuable upon exercise of the Warrants are issued prior to the date which is four months and one day after the Closing Date, then the Common Shares issuable upon exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM THE CLOSING DATE].” Provided, that if the Purchaser or the Beneficial Purchaser, if any, is a U.S. Purchaser then, upon the issuance of the Securities, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable State Laws, the certificates representing the Common Shares comprising the Purchased Shares as well as the Common Shares issuable upon the exercise of the Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.Class I Units; (hf) no person has made any written or oral representations or undertakingsrepresentations: (i) that any person will resell or repurchase the Common Shares or the Warrants comprising the Units or the Common Shares issuable upon exercise of the WarrantsClass I Units; (ii) that any person will refund all refund, or not require payment of, any portion of the Purchase PriceAggregate Subscription Amount; or (iii) as to the future price or value of the Common Shares or the Warrants comprising the Purchased SharesClass I Units; (ig) in purchasing the Purchased Shares, the Purchaser and each Beneficial Purchaser, if any, has relied solely on this Subscription Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Company or any employee, agent or affiliate thereof or any other person associated therewith; (j) the Purchaser and each Beneficial Purchaser, if any, are it is solely responsible for obtaining such legal advice and tax advice as it considers appropriate in connection with the execution, delivery and performance by them it of this Subscription Agreement and the completion of the transactions contemplated hereby; and; (kh) the Fund may complete additional offerings in the future subject to and in accordance with its constating documents and applicable Securities Laws; 00-00-000_E (10/23) i) this Subscription Agreement requires the Purchaser acknowledges that to provide certain personal information to the Company Manager. Such information is being collected by the Manager for the purposes of completing the proposed offering of the Class I Units, which includes, without limitation, determining the Purchaser’s eligibility to purchase the Class I Units under applicable Securities Laws, preparing and registering certificates or ownership statements under an electronic book entry system representing the Class I Units and completing filings required by the Securities Commissions. The Purchaser’s Personal Information may pay finderbe disclosed by the Manager to: (i) stock exchanges or securities regulatory authorities, (ii) the Fund’s fees to eligible persons registrar and transfer agent, and (iii) any of the other parties involved in the Offering, including legal counsel, and may be included in record books in connection with the Offering.. Attached as Schedule D to this Subscription Agreement is a notice (the “Use of Personal Information Notice”) setting out in more detail how the Purchaser’s Personal Information will be used, disclosed, stored and safeguarded. Execution by the Purchaser (or its authorized trustee or agent on the Purchaser’s behalf) of the Use of Personal Information Notice confirms that the Purchaser acknowledges, agrees and consents to the provisions of the Use of Personal Information Notice including, without limitation, disclosure of Personal Information to each of the Fund, the Securities Commissions and other parties set out herein. The Purchaser also consents to the filing of copies or originals of any of the Purchaser’s documents described in paragraph 3 hereof as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby; j) that the Fund will be required to provide to the Securities Commissions a list setting out the identities of the beneficial purchasers of the Class I Units. Notwithstanding that the Purchaser may be purchasing Class I Units as an agent on behalf of an undisclosed principal (if permissible under the relevant Securities Laws), the Purchaser agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Fund in order to comply with Securities Laws. The Purchaser may contact the public officials listed on Schedule F with respect to questions about the security regulatory authority’s or regulator’ indirect collection of such information;

Purchaser’s Acknowledgements. The Canadian Purchaser for and on behalf of itself and each Beneficial Purchaser, if any, acknowledge acknowledges and agree agrees that: (a) (iA) no agency, securities commission, governmental authority, regulatory body, stock exchange or other entity has reviewed, passed on, made any finding or determination as to the merits of investment in, nor have any such agencies, securities commissions, governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to to, the Shares Securities, the Company or the Offeringoffering of the Securities; (iiB) there is no governmental government or other form of insurance covering the SharesSecurities; and (iiiC) there are risks associated with the purchase of the Purchased SharesPurchaser’s Securities; (b) the purchase of the Shares has not been or will not be (as applicable) made throughno prospectus, or as a result ofregistration statement, and the distribution of the Shares is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (c) no prospectus offering memorandum or other offering document has been filed by the Company with a securities commission or other securities regulatory authority in any jurisdiction in or outside of Canada in connection with the issue issuance of the SharesPurchaser’s Securities, the Securities or the offering of the Securities and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of applicable Securities Laws and United States Securities Laws and, as a result, in connection with its purchase of the Purchased Shares Purchaser’s Securities hereunder, as applicable: (i) the Purchaser and each such Beneficial Purchaser, if any, Purchaser is restricted from using most of the protections, rights and remedies available under applicable Securities Laws including, without limitation, statutory rights of rescission or damages; (ii) the Purchaser and each such Beneficial Purchaser, if any, Purchaser will not receive information that may otherwise be required to be provided to the Purchaser and each such Beneficial Purchaser, if any, Purchaser under applicable Securities Laws or contained in a prospectus prepared in accordance with applicable Securities Laws; (iii) the Company are is relieved from certain obligations that would otherwise apply under such applicable Securities Laws; and (iv) there are restrictions on the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants Purchaser’s Securities and it is the responsibility of the Purchaser and each such Beneficial Purchaser, if any, Purchaser to determine these restrictions and to comply with them before selling the Common Shares or the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrantsany such Securities; (dc) the Shares Purchaser’s Securities are being offered for sale only on a “private placement” basis; (d) the Purchaser and such Beneficial Purchaser, if any, has had the opportunity to review this Subscription Agreement and the transactions contemplated by this Subscription Agreement and fully understands the same; (e) all costs and expenses incurred by the Purchaser and each such Beneficial Purchaser (including any fees and disbursements of legal counsel retained by the Purchaser and each such Beneficial Purchaser) relating to the purchase of the Purchased Shares Purchaser’s Securities shall be borne by the Purchaser; (f) none of the Purchaser acknowledges that neither Company’s counsel assume any responsibility or liability of any nature whatsoever for the accuracy or adequacy of the SEC Reports and as to whether all information concerning the Company or any of its affiliates, related entities required to be disclosed by the Company has been generally disclosed and associates, or any persons acting on their behalf, will in any circumstances be liable that such counsel are entitled to the Purchaser or any Beneficial Purchaser under, or arising out benefit of or in any way connected with this agreement for any indirect or consequential loss or damage whether arising in contract or tort (including for negligence or statutory duty)subsection; (g) the Purchaser and each Beneficial Purchaser, if any, is responsible for obtaining such legal and tax advice as it considers necessary or appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement and the transactions contemplated herein; (h) the Purchaser and each Beneficial Purchaser, if any, is solely responsible for its own due diligence investigation of the Company and its business, for its own analysis of the merits and risks of its investment in the Securities made pursuant to this Subscription Agreement and for its own analysis of the terms of its investment; (i) the Purchaser’s Securities will be subject to certain resale restrictions under the Securities Laws and the Purchaser and each Beneficial Purchaser, if any, agree agrees to comply with such restrictions. The restrictions and the Purchaser and each Beneficial Purchaser, if any, also acknowledge that they have has been advised to consult their its own legal advisors with respect to applicable resale restrictions and that they are is solely responsible (and the Company is not in any manner responsible) for complying with such restrictions. For purposes ; (j) the Company shall be entitled to make a notation on its records or give instructions to any transfer agent of complying with the Securities Laws in order to implement the restrictions on transfer set forth and National Instrument 45-102 Resale of Securities, the Purchaser and Beneficial Purchaser understand and acknowledge that upon the issue of any Purchased Shares, all the certificates representing the Common Shares and the Warrants comprising the Purchased Shares, if the Common Shares issuable upon exercise of the Warrants are issued prior to the date which is four months and one day after the Closing Date, then the Common Shares issuable upon exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM THE CLOSING DATE].” Provided, that if the Purchaser or the Beneficial Purchaser, if any, is a U.S. Purchaser then, upon the issuance of the Securities, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable State Laws, the certificates representing the Common Shares comprising the Purchased Shares as well as the Common Shares issuable upon the exercise of the Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.described herein; and (hk) no person has made any written or oral representations or undertakings: undertakings (iA) that any person will resell or repurchase the Common Shares or the Warrants comprising the Units or the Common Shares issuable upon exercise of the Warrants; Purchaser’s Securities, (iiB) that any person will refund all or any part of the Purchase Price; , or (iiiC) as to the future price or value of the Common Shares or the Warrants comprising the Purchased Shares; (i) in purchasing the Purchased Shares, the Purchaser and each Beneficial Purchaser, if any, has relied solely on this Subscription Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Company or any employee, agent or affiliate thereof or any other person associated therewith; (j) the Purchaser and each Beneficial Purchaser, if any, are solely responsible for obtaining such legal advice and tax advice as it considers appropriate in connection with the execution, delivery and performance by them of this Subscription Agreement and the completion of the transactions contemplated hereby; and (k) the Purchaser acknowledges that the Company may pay finder’s fees to eligible persons in connection with the OfferingSecurities.

Purchaser’s Acknowledgements. The Purchaser and each Beneficial Purchaser, if any, acknowledge acknowledges and agree agrees that: (a) the securities of the Company are not listed or quoted on any exchange or market other than the listing of the Company's common shares on the CSE and the OTCQB, and the Company has no obligation to list or obtain quotation of its securities on any other exchange or market other than as set out herein (including, without limitation, Schedule E); (b) investing in the Company involves a high degree of risk including, without limitation, the following risks relating to the Offering and the Company’s business: (i) an investment in the Special Warrants and Units is highly speculative given the uncertain nature of the Company’s business and its present stage of development; (ii) there is no assurance that the Company will be successful and the likelihood of success must be considered in light of the relatively early stage of its operations; (iii) the Company is subject to certain risk factors which could affect the business, prospects, financial position, financial condition or operating results of the Company including all of the risks and uncertainties relating to the Company as disclosed in its most recent annual information form, management discussion & analysis and other public disclosure; (i) no agency, securities commission, governmental authority, regulatory body, stock exchange or other entity has reviewed, passed on, made any finding or determination as to the merits of investment in, nor have any such agencies, securities commissions, governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to the Shares Special Warrants, the Units or the Offering; (ii) there is no governmental or other form of insurance covering the SharesSpecial Warrants or the Units; and (iii) there are risks associated with the purchase of the Purchased SharesSpecial Warrants and the Purchaser and each Beneficial Purchaser, if any, is capable of bearing the economic risk of the investment; (bd) the purchase of the Shares Purchased Securities has not been or will not be (as applicable) made through, or as a result of, and the distribution of the Shares Special Warrants is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (ce) no prospectus or other offering document has been filed by the Company with a securities commission or other securities regulatory authority in any jurisdiction in or outside of Canada in connection with the issue of the SharesSpecial Warrants, and such issuances are issuance is exempt from the prospectus requirements otherwise applicable under the provisions of Securities Laws and, as a result, in connection with its purchase of the Purchased Shares Securities hereunder, as applicable, except as otherwise provided herein: (i) the Purchaser and each Beneficial Purchaser, if any, is restricted from using most of the protections, rights and remedies available under Securities Laws including, without limitation, statutory rights of rescission or damages; (ii) the Purchaser and each Beneficial Purchaser, if any, will not receive information that may otherwise be required to be provided to the Purchaser and each Beneficial Purchaser, if any, Purchaser under applicable Securities Laws or contained in a prospectus prepared in accordance with applicable Securities Laws; (iii) the Company are is relieved from certain obligations that would otherwise apply under such applicable Securities Laws; (iv) the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement; and (ivv) there are restrictions on the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants Securities, and it is the responsibility of the Purchaser and each Beneficial Purchaser, if any, Purchaser to determine these restrictions and to comply with them before selling the Common Shares or the Warrants comprising the any Purchased Shares and the Common Shares issuable upon the exercise of the WarrantsSecurities; (df) the Shares Purchased Securities are being offered for sale only on a “private placement” basis; (eg) the Agent will receive (i) a cash commission and an advisory fee, on the Closing Date, equal in aggregate to 7.0% of the gross proceeds of the Offering (including in respect of the proceeds upon the exercise of the Agent’s Option) and (ii) compensation options and advisory options, exercisable at any time up to 24 months following the Closing Date, to purchase Units in an amount equal to 7.0% of the number of Special Warrants sold under the Offering; (h) all costs and expenses incurred by the Purchaser and each Beneficial Purchaser Purchaser, if any, (including any fees and disbursements of legal counsel retained by the Purchaser and each Beneficial Purchaser, if any) relating to the purchase of the Purchased Shares Securities shall be borne solely by the Purchaser; (fi) neither the Company’s counsel, XxXxxxxx, nor the Agent’s counsel, MLT, assumes any responsibility or liability of any nature whatsoever for the accuracy or adequacy of any of the information furnished to the Purchaser in connection with the Offering or as to whether all information concerning the Company required to be disclosed by the Company has been generally disclosed; (j) the Purchaser acknowledges that neither none of the Company Company, the Agent, or any of its their respective affiliates, related entities and associates, or nor any persons acting on their behalf, will in any circumstances be liable to the Purchaser or any Beneficial Purchaser under, or arising out of or in any way connected with this agreement Subscription Agreement for any indirect indirect, special or consequential loss or damage whether arising in contract or tort tor (including for negligence or statutory duty); (gk) the Purchased Securities and, if issued prior to the Automatic Conversion Date, the Unit Shares and the Warrants issuable upon the exercise of the Purchased Securities and the Warrant Shares issuable upon the exercise of the Warrants, will be subject to certain resale restrictions under the Canadian Securities Laws and the Purchaser and each Beneficial Purchaser, if any, agree agrees to comply with such restrictions. The Purchaser and each Beneficial Purchaser, if any, also acknowledge that they have it has been advised to consult their its own legal advisors with respect to applicable resale restrictions and that they are it is solely responsible (and neither the Company nor the Agent is not in any manner responsible) for complying with such restrictions. For purposes of complying with the Canadian Securities Laws and National Instrument 45-102 45‑102 - Resale of Securities, and in addition to the re-sale and transfer restrictions, and any applicable U.S. restrictive legends, set forth in Schedule C hereto, the Purchaser and Beneficial Purchaser understand and acknowledge that upon the issue of any Purchased Shares, all the certificates representing the Common Shares and the Warrants comprising the Purchased Shares, if the Common Shares issuable upon exercise of the Warrants are issued prior to the date which is four months and one day after the Closing Date, then the Common Shares issuable upon exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM THE CLOSING DATE].” Provided, that if the Purchaser or the each Beneficial Purchaser, if any, understand and acknowledge that all certificates or the relevant ownership statement under a direct registration system or other book-entry system or other form of written notice representing the Purchased Securities and, if issued prior to the Automatic Conversion Date, the Unit Shares, the Warrants and the Warrant Shares, shall bear a legend substantially in the following form, indicating that the resale of such securities is a U.S. Purchaser then, upon restricted: In the issuance event that the Company is required by applicable Securities Laws to provide written notice containing the foregoing legend to the beneficial purchaser of the Purchased Securities, the Purchaser and until each Beneficial Purchaser acknowledge that notice shall be deemed to have been given and received on the date on which such time as notice was delivered to the same is no longer required under address of such Purchaser and/or Beneficial Purchaser provided on the applicable requirements of the U.S. Securities Act or applicable State Laws, the certificates representing the Common Shares comprising the Purchased Shares as well as the Common Shares issuable upon the exercise of the Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWSface page hereof. (hl) no person has made any written or oral representations or undertakings: (i) that any person will resell or repurchase the Common Purchased Securities, the Unit Shares and the Warrants issuable upon the exercise of the Purchased Securities or the Warrants comprising the Units or the Common Warrant Shares issuable upon the exercise of the Warrants; (ii) that any person will refund all or any of the Purchase Price; or (iii) as to the future price or value of the Common Purchased Securities, the Unit Shares and the Warrants issuable upon the exercise of the Special Warrants or the Warrants comprising Warrant Shares issuable upon the Purchased Sharesexercise of the Warrants; (i) in purchasing the Purchased Shares, the Purchaser and each Beneficial Purchaser, if any, has relied solely on this Subscription Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Company or any employee, agent or affiliate thereof or any other person associated therewith; (jm) the Purchaser and each Beneficial Purchaser, if any, are is solely responsible for obtaining such legal advice and tax advice as it considers appropriate in connection with the execution, delivery and performance by them it of this Subscription Agreement and the completion of the transactions contemplated hereby; (n) Subject to compliance by the Company of its covenants provided in the Agency Agreement and herein, the Company may complete additional financings or in the future in order to develop the business of the Company and fund its ongoing development, and such future financings may have a dilutive effect on current securityholders of the Company, including the Purchaser, and there is no assurance that such financing will be available, on reasonable terms or at all, and if not available, the Company may be unable to fund its ongoing development; (o) XxXxxxxx is acting solely as counsel to the Company, and MLT is acting solely as counsel to the Agent, and neither XxXxxxxx nor MLT is acting as counsel to the Purchaser; (p) the Purchaser each Beneficial Purchaser, if any, by virtue of holding the Purchased Securities will not be a shareholder of the Company and will not be entitled to any right or interest in respect thereof (including voting rights or right to notice of meetings of shareholders of the Company) except as provided herein or in the Special Warrant Indenture; and (kq) the Purchaser acknowledges that may receive periodic updates with respect to the Company may pay finder’s fees and the Purchaser further consents to eligible persons in connection with receiving future email and other electronic communications from the OfferingCompany and its representatives.

Purchaser’s Acknowledgements. The Purchaser acknowledges and each Beneficial Purchaseragrees, if any, acknowledge and agree without in any way limiting the foregoing that: (a) (i) no agency, securities commission, governmental authority, regulatory body, stock exchange or other entity has reviewed, reviewed or passed on, made any finding or determination as to the merits of merit for investment inof, nor have any such agencies, securities commissions, commissions or governmental authorities, regulatory bodies, stock exchanges or other entities authorities made any recommendation or endorsement with respect to the Shares or the OfferingPrivate Placement; (ii) there is no governmental government or other form of insurance covering the Shares; and (iii) there are risks associated with the purchase of the Purchased Shares; (b) the purchase of the Shares has not been or will not be (as applicable) made through, or as a result of, and the distribution of the Shares is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (c) no prospectus or other offering document has been filed by the Company with a securities commission or other securities regulatory authority in any province of Canada, or any other jurisdiction in or outside of Canada (including the United States) in connection with the issue issuance of the Shares, Shares and such issuances are issuance is exempt from the prospectus requirements otherwise applicable under the provisions of Securities Laws and, as a result, in connection with its purchase of the Purchased Shares hereunder, as applicable: (i) the Company has advised the Purchaser that the Company is relying on an exemption from the requirements to provide the Purchaser with a prospectus and each Beneficial Purchaser, if any, to sell the Shares through a person registered to sell securities under the Securities Laws and that the Purchaser is restricted from using most of the protections, rights and remedies available under Securities Laws including, without limitation, statutory rights of rescission or damages; (ii) the Purchaser and each Beneficial Purchaser, if any, will not receive information that may otherwise be required to be provided to the Purchaser and each Beneficial Purchaser, if any, under applicable Securities Laws or contained in a prospectus prepared in accordance with applicable Securities Laws; (iii) the Company are is relieved from certain obligations that would otherwise apply under such applicable Securities Laws; and (iv) there are restrictions on the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants and it is the responsibility of the Purchaser and each Beneficial Purchaser, if any, to determine find out what these restrictions are and to comply with them before selling the Common Shares or the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants;reselling such securities. (d) the Shares are being offered for sale only on a “private placement” basis; (e) all costs and expenses incurred by the Purchaser and each Beneficial Purchaser (including any fees and disbursements of legal counsel retained by the Purchaser and each Beneficial Purchaser) relating to the purchase of the Purchased Shares shall be borne by the Purchaser; (f) the Purchaser acknowledges that neither the Company or any of its affiliates, related entities and associates, or any persons acting on their behalf, will in any circumstances be liable to the Purchaser or any Beneficial Purchaser under, or arising out of or in any way connected with this agreement for any indirect or consequential loss or damage whether arising in contract or tort (including for negligence or statutory duty); (g) the Securities will be subject to certain resale restrictions under the Securities Laws and the Purchaser and each Beneficial Purchaser, if any, agree agrees to comply with such restrictions. The Purchaser and each Beneficial Purchaser, if any, also acknowledge acknowledges that they have it has been advised to consult their its own legal advisors with respect to applicable resale restrictions and that they are it is solely responsible (and the Company is not in any manner responsible) for complying with such restrictions. For purposes of complying with the Securities Laws and National Instrument NI 45-102 Resale of Securities102, the Purchaser understands and Beneficial Purchaser understand and acknowledge acknowledges that upon the issue issuance of any Purchased the Shares, all the certificates representing the Common Shares and the Warrants comprising the Purchased Shares, if the Common Shares issuable upon exercise of the Warrants are issued prior to the date which is four months and one day after the Closing Date, then the Common Shares issuable upon exercise of the Warrants, shall bear a legends substantially in the following legendform: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM THE CLOSING DATE].” Provided, that if the Purchaser or the Beneficial Purchaser, if any, is a U.S. Purchaser then, upon the issuance of the Securities, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable State Laws, the certificates representing the Common Shares comprising the Purchased Shares as well as the Common Shares issuable upon the exercise of the Warrants shall bear the following legend: ”; “THE SECURITIES REPRESENTED HEREBY HAVE BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE, HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF SUCH EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT 'GOOD DELIVERY' IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE”; In addition, the certificate(s) representing the Shares will also bear a legend substantially in the following form as required by the U.S. Securities Act: “THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. "SECURITIES ACT”"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. THESE BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S ADOPTED UNDER THE SECURITIES MAY BE OFFERED, SOLD, PLEDGED ACT; (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFERRED ONLY TRANSFER THE SECURITY EVIDENCED HEREBY, EXCEPT (A) TO THE COMPANY, ISSUER OR A SUBSIDIARY THEREOF; (B) TO PERSONS OTHER THAN U.S. PERSONS OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, ; (C) IN COMPLIANCE WITH PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS PROVIDED BY RULE 144 ADOPTED UNDER THE U.S. SECURITIES ACT PROVIDED BY OR ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT (i) RULE 144 OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, ); OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (3) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY, FURNISH TO THE ISSUER OR ISSUER'S COUNSEL SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED BY THE ISSUER TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION THAT DOES NOT REQUIRE SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE U.S. SECURITIES ACT OR ACT. IN ANY APPLICABLE STATE LAWSCASE, AND THE HOLDER HASHEREOF WILL NOT, PRIOR DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO SUCH SALETHIS SECURITY, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING EXCEPT AS PERMITTED BY THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH ACT.”; provided that in the event that the Purchaser proposes to sell, transfer or assign the Shares, the Company and the Purchaser shall cooperate and use their mutual commercially reasonable best efforts to deliver and provide or cause to be delivered and provided all such information and documents (including declarations and, if necessary, legal opinions, in customary form) as may be required to remove the U.S. SECURITIES LAWSSecurities Act legend set forth above (if a basis for removal exists under the Securities Laws). (he) no person has made any written or oral representations or undertakingsrepresentations: (i) that any person will resell or repurchase the Common Shares or the Warrants comprising the Units or the Common Shares issuable upon exercise of the WarrantsShares; (ii) that any person will refund all or any of the Purchase Price; or (iii) as to the future price or value of the Common Shares or the Warrants comprising the Purchased Shares; (i) in purchasing the Purchased Shares, the Purchaser and each Beneficial Purchaser, if any, has relied solely on this Subscription Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Company or any employee, agent or affiliate thereof or any other person associated therewith; (j) the Purchaser and each Beneficial Purchaser, if any, are solely responsible for obtaining such legal advice and tax advice as it considers appropriate in connection with the execution, delivery and performance by them of this Subscription Agreement and the completion of the transactions contemplated hereby; and (k) the Purchaser acknowledges that the Company may pay finder’s fees to eligible persons in connection with the Offering.

Purchaser’s Acknowledgements. The Purchaser acknowledges and each Beneficial Purchaser, if any, acknowledge and agree agrees that: (a) the sale and delivery of the Shares to the Purchaser is conditional upon such sales being made pursuant to the exemption from registration under the 1933 Act as set forth in Regulation D or Regulation S promulgated thereunder; (ib) the Company may be required to disclose to the SEC, and thereby though public access to Edgar filing, the identity of the beneficial purchaser(s) ox xxx Shares; (c) the Shares have not been registered under the 1933 Act, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Purchaser hereto), and that such Shares must be held unless a subsequent disposition is registered under the 1933 Act or is exempt from such registration. (d) the Shares shall bear the following legend, unless same shall have been included in an effective registration statement under the 1933 Act: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED; (e) it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company (based on the Company's representations and warranties to Purchaser) and it is able financially to bear the risks thereof; (f) no agency, securities commission, governmental authority, regulatory body, stock exchange or other entity has reviewed, passed on, made any finding or determination as to the merits of for investment inof, nor have any such agencies, securities commissions, agencies or governmental authorities, regulatory bodies, stock exchanges or other entities authorities made any recommendation or endorsement with respect to the Shares or the Offering; (ii) there is no governmental or other form of insurance covering the Shares; and (iii) there are risks associated with the purchase of the Purchased Shares; (bg) the purchase Purchaser has been provided copies of and has reviewed to the extent he deems necessary, copies of the Shares Company's Form 10-KSB for the year ended December 31, 2004 as filed with the SEC, together with all subsequently filed Forms 10-QSB, 8-K, Proxy Statements, Registration Statement on Form SB-2 and all amendments thereto and other publicly available filings made with the SEC and has not been or will not be (received from the Company the Company's representations and warranties to Purchaser concerning its operations, financial condition and other matters as applicable) made through, or as a result ofrequested of the Company, and Purchaser has considered these representations and warranties in deciding on the distribution advisability of investing in the Shares is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertisingShares; (c) no prospectus or other offering document has been filed by the Company with a securities commission or other securities regulatory authority in any jurisdiction in or outside of Canada in connection with the issue of the Shares, and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of Securities Laws and, as a result, in connection with its purchase of the Purchased Shares hereunder, as applicable: (i) the Purchaser and each Beneficial Purchaser, if any, is restricted from using most of the protections, rights and remedies available under Securities Laws including, without limitation, statutory rights of rescission or damages; (ii) the Purchaser and each Beneficial Purchaser, if any, will not receive information that may otherwise be required to be provided to the Purchaser and each Beneficial Purchaser, if any, under applicable Securities Laws or contained in a prospectus prepared in accordance with applicable Securities Laws; (iii) the Company are relieved from certain obligations that would otherwise apply under such applicable Securities Laws; and (iv) there are restrictions on the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants and it is the responsibility of the Purchaser and each Beneficial Purchaser, if any, to determine these restrictions and to comply with them before selling the Common Shares or the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants; (dh) the Shares are being offered for sale only on a “"private placement” " basis; (e) all costs and expenses incurred by the Purchaser and each Beneficial Purchaser (including any fees and disbursements of legal counsel retained by the Purchaser and each Beneficial Purchaser) relating to the purchase of the Purchased Shares shall be borne by the Purchaser; (f) the Purchaser acknowledges that neither the Company or any of its affiliates, related entities and associates, or any persons acting on their behalf, will in any circumstances be liable to the Purchaser or any Beneficial Purchaser under, or arising out of or in any way connected with this agreement for any indirect or consequential loss or damage whether arising in contract or tort (including for negligence or statutory duty); (g) the Securities will be subject to certain resale restrictions under the Securities Laws and the Purchaser and each Beneficial Purchaser, if any, agree to comply with such restrictions. The Purchaser and each Beneficial Purchaser, if any, also acknowledge that they have been advised to consult their own legal advisors with respect to applicable resale restrictions and that they are solely responsible (and the Company is not in any manner responsible) for complying with such restrictions. For purposes of complying with the Securities Laws and National Instrument 45-102 Resale of Securities, the Purchaser and Beneficial Purchaser understand and acknowledge that upon the issue of any Purchased Shares, all the certificates representing the Common Shares and the Warrants comprising the Purchased Shares, if the Common Shares issuable upon exercise of the Warrants are issued prior to the date which is four months and one day after the Closing Date, then the Common Shares issuable upon exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM THE CLOSING DATE].” Provided, that if the Purchaser or the Beneficial Purchaser, if any, is a U.S. Purchaser then, upon the issuance of the Securities, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable State Laws, the certificates representing the Common Shares comprising the Purchased Shares as well as the Common Shares issuable upon the exercise of the Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS. (h) no person has made any written or oral representations or undertakings: (i) that any person will resell or repurchase the Common Shares or the Warrants comprising the Units or the Common Shares issuable upon exercise of the Warrants; (ii) that any person will refund all or any of the Purchase Price; or (iii) as to the future price or value of the Common Shares or the Warrants comprising the Purchased Shares; (i) in purchasing the Purchased Shares, Shares are being acquired by the Purchaser in good faith solely for the Purchaser's own account, for investment purposes only, and each Beneficial Purchaserare not being purchased with a view to, if any, has relied solely on this Subscription Agreement and not upon any verbal or written representation as to any fact for the resale or otherwise made by or on behalf of the Company or any employee, agent or affiliate thereof or any other person associated therewithdistribution thereof; (j) the representations, warranties and covenants contained in this Agreement made by Purchaser and each Beneficial Purchaser, if any, are solely responsible for obtaining such legal advice and tax advice as it considers appropriate in connection made by the Purchaser with the executionintent that they may be relied upon by the Company in determining the Purchaser's eligibility to purchase the Shares, delivery and performance by them of this Subscription Agreement and the completion Purchaser hereby agrees to indemnify the Company against all losses, claims, costs, expenses and damages or liabilities which it may suffer or incur caused or arising from its reliance thereon. The Purchaser further agrees that by accepting the Shares, the Purchaser represents and warrants that the foregoing representations and warranties are true as at the Closing with the same force and effect as if they had been made by the Purchaser at the Closing and that they shall survive the Closing Date and shall continue in full force and effect notwithstanding any subsequent disposition of the transactions contemplated herebyShares; and (k) the Purchaser acknowledges that the Company may pay finder’s fees to eligible persons in connection with the Offering.

Purchaser’s Acknowledgements. The Purchaser acknowledges and each Beneficial Purchaseragrees (on its own behalf and, if anyapplicable, acknowledge on behalf of each beneficial purchaser for whom the Purchaser is contracting hereunder) with the Corporation and agree the Agents (which acknowledgements and agreements shall survive the Closing) that: (a) (i) no agency, securities commission, governmental authority, regulatory body, stock exchange the sale and delivery of the Common Shares is conditional upon such sale being exempt from the prospectus filing requirements and the requirement to deliver an offering memorandum or other entity has reviewed, passed on, made any finding or determination as to the merits of investment in, nor have any such agencies, securities commissions, governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to the Shares or the Offering; (ii) there is no governmental or other form of insurance covering the Shares; and (iii) there are risks associated similar document in connection with the purchase distribution of the Purchased SharesCommon Shares under the Securities Laws or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or similar document; (b) the Common Shares are subject to resale restrictions under the Securities Laws and policies of the Exchange and are otherwise subject to all of the terms, conditions and provisions of the Agency Agreement and the Purchaser (and, if applicable, others for whom it is contracting hereunder) will comply with all relevant Securities Laws and policies of the Exchange concerning any resale of the Common Shares and will consult with its legal advisors or counsel to the Corporation with respect to complying with all restrictions applying to such resale; (c) the purchase of the Common Shares has not been or will not be (as applicable) made through, through or as a result of, and the distribution of the Common Shares is not being accompanied by, a general solicitation or advertisement including articlesany advertisement, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (c) no prospectus or other offering document has been filed by the Company with a securities commission or other securities regulatory authority in any jurisdiction in or outside of Canada in connection with the issue of the Shares, and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of Securities Laws and, as a result, in connection with its purchase of the Purchased Shares hereunder, as applicable: (i) the Purchaser and each Beneficial Purchaser, if any, is restricted from using most of the protections, rights and remedies available under Securities Laws including, without limitation, statutory rights in printed public media, radio, television or telecommunications, including electronic display or as part of rescission or damages; (ii) the Purchaser and each Beneficial Purchaser, if any, will not receive information that may otherwise be required to be provided to the Purchaser and each Beneficial Purchaser, if any, under applicable Securities Laws or contained in a prospectus prepared in accordance with applicable Securities Laws; (iii) the Company are relieved from certain obligations that would otherwise apply under such applicable Securities Laws; and (iv) there are restrictions on the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants and it is the responsibility of the Purchaser and each Beneficial Purchaser, if any, to determine these restrictions and to comply with them before selling the Common Shares or the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrantsgeneral solicitation; (d) no prospectus or offering memorandum within the Shares are being offered meaning of the Securities Laws has been delivered to the Purchaser (and, if applicable, others for sale only on a “private placement” basiswhom it is contracting hereunder) in connection with the Offering; (e) all costs and expenses incurred by the Purchaser and each Beneficial Purchaser (including any fees and disbursements of legal counsel retained by the Purchaser and each Beneficial Purchaser) relating to the purchase of the Purchased Shares shall be borne by the Purchaser; (f) the Purchaser acknowledges that neither the Company or any of its affiliates, related entities and associates, or any persons acting on their behalf, will in any circumstances be liable to the Purchaser or any Beneficial Purchaser under, or arising out of or in any way connected with this agreement for any indirect or consequential loss or damage whether arising in contract or tort (including for negligence or statutory duty); (g) the Securities will be subject to certain resale restrictions under the Securities Laws and the Purchaser and each Beneficial Purchaser, if any, agree to comply with such restrictions. The Purchaser and each Beneficial Purchaser, if any, also acknowledge that they have been advised to consult their own legal advisors with respect to applicable resale restrictions and that they are solely responsible (and the Company is not in any manner responsible) for complying with such restrictions. For purposes of complying with the Securities Laws and National Instrument 45-102 Resale of Securities, the Purchaser and Beneficial Purchaser understand and acknowledge that upon the issue of any Purchased Shares, all the certificates representing the Common Shares and the Warrants comprising the Purchased Shares, if the Common Shares issuable upon exercise of the Warrants are issued prior to the date which is four months and one day after the Closing Date, then the Common Shares issuable upon exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM THE CLOSING DATE].” Provided, that if the Purchaser or the Beneficial Purchaser, if any, is a U.S. Purchaser then, upon the issuance of the Securities, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable State Laws, the certificates representing the Common Shares comprising the Purchased Shares as well as the Common Shares issuable upon the exercise of the Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS. (h) no person has made any written or oral representations or undertakings: (i) that any person will resell or repurchase the Common Shares or the Warrants comprising the Units or the Common Shares issuable upon exercise of the Warrants; (ii) that any person will refund all or any of the Purchase Price; or (iii) as to the future price or value of the Common Shares or the Warrants comprising the Purchased Shares; (i) in purchasing the Purchased Common Shares, the Purchaser and each Beneficial Purchaser(and, if anyapplicable, others for whom it is contracting hereunder) has relied solely on upon the Term Sheet, publicly available information relating to the Corporation and this Subscription Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Company Corporation or the Agents or any employee, agent or affiliate thereof or any other person associated therewith. The Agents assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of the publicly available information upon which the Purchaser’s investment decision has been made or as to whether all information concerning the Corporation required to be disclosed by the Corporation has been disclosed. The Purchaser, on its own behalf and on behalf of others for whom the Purchaser is contracting hereunder, has acknowledged that the decision to purchase the Common Shares was made on the basis of currently available public information; (jf) the Common Shares are being offered for sale on a “private placement” basis; (g) the Purchaser and each Beneficial Purchaser, if any, are is solely responsible for obtaining such legal advice and tax advice as it considers appropriate in connection with the execution, delivery and performance by them it of this Subscription Agreement and the completion transactions contemplated hereunder; (h) in accepting this Subscription Agreement, the Corporation is relying upon the representations and warranties and acknowledgements of the transactions contemplated herebyPurchaser set out herein including, without limitation, in connection with determining the eligibility of the Purchaser or (if applicable) the eligibility of others on whose behalf the Purchaser is contracting hereunder to purchase Common Shares under the Securities Laws. The Purchaser hereby agrees to notify the Corporation immediately of any change in any representation, warranty, covenant or other information relating to the Purchaser or the beneficial purchaser contained in this Subscription Agreement which takes place prior to Closing; (i) the Common Shares are subject to the terms, conditions and provisions of this Subscription Agreement (including the schedules hereto), the constating documents of the Corporation and the Agency Agreement and that copies of such documents, once executed, will be made available to the Purchaser upon request; (j) no person has made any written or oral representations: (i) that any person will resell or repurchase the Common Shares; (ii) that any person will refund the purchase price of the Common Shares; (iii) as to the future price or value of the Common Shares; andor (iv) that the Common Shares will be listed and posted for trading on any stock exchange or that application has been made therefor; (k) the certificates evidencing the Common Shares will bear legends regarding restrictions on transfer as required by applicable Securities Laws and policies of the Exchange; (l) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Common Shares; (m) there is no government or other insurance covering the Common Shares; (n) there are risks associated with the purchase of the Common Shares; (o) there are restrictions on the Purchaser’s ability to resell the Common Shares and it is the responsibility of the Purchaser acknowledges to find out what those restrictions are and to comply with them before selling the Common Shares; (p) the Corporation has advised the Purchaser that the Corporation is relying on an exemption from the requirements to provide the Purchaser with a prospectus and to sell securities through a person or company registered to sell securities under the Securities Act (British Columbia) and the Securities Laws and, as a consequence of acquiring Common Shares pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (British Columbia) and the Securities Laws, including statutory rights of rescission or damages, will not be available to the Purchaser; (q) because the Purchaser is not purchasing the Common Shares under a prospectus, the Purchaser will not have the civil remedies that would otherwise be available to the Purchaser; (r) an investment in the Common Shares by the Purchaser is a highly speculative investment involving significant risks and the Purchaser should not purchase Common Shares unless they are able to sustain the loss of their entire investment; and (s) an understanding of the risks involved in an investment in a resource based company requires specialized knowledge of the industry. To the extent that the Purchaser does not have such specialized knowledge, the Purchaser is responsible for obtaining such advice and from such experts and advisors that it considers appropriate. Neither the Agents nor the Company may pay finder’s fees to eligible persons will provide, nor be in connection any way responsible for providing, the Purchaser with the Offeringany advice or information in this respect.

Purchaser’s Acknowledgements. The Purchaser acknowledges and each Beneficial Purchaser, if any, acknowledge and agree agrees that: (a) the sale and delivery of the Shares to the Purchaser is conditional upon such sales being made pursuant to the exemption from registration under the Securities Act of 1933, as amended (ithe "1933 Act") as set forth in Regulation D ("Regulation D") promulgated thereunder; (b) the Company will be required to disclose to the Commission, and thereby though public access to Xxxxx filing, as to the identity of the beneficial purchasers of the Shares; (c) the Shares have not been registered under the 1933 Act, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Purchaser hereto), and that such Shares must be held unless a subsequent disposition is registered under the 1933 Act or is exempt from such registration. (d) the Shares shall bear the following legend, unless same shall have been included in an effective registration statement under the 1933 Act: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED; (e) the offer to sell the Shares were directly communicated to the Purchaser and at no time was the Purchaser presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer; (f) no agency, securities commission, governmental authority, regulatory body, stock exchange or other entity has reviewed, passed on, made any finding or determination as to the merits of merit for investment inof, nor have any such agencies, securities commissions, agencies or governmental authorities, regulatory bodies, stock exchanges or other entities authorities made any recommendation or endorsement with respect to to, the Shares or the Offering; (ii) there is no governmental or other form of insurance covering the Shares; and (iii) there are risks associated with the purchase of the Purchased Shares; (bg) the purchase Purchaser has been furnished with copies of the Shares has not been or will not be Company's Form 10-KSB/A for the year ended December 31, 2001 as filed with the Securities and Exchange Commission (as applicablethe "Commission") made throughtogether with all subsequently filed forms 10-QSB, or as a result of8-K, and other publicly available filings made with the distribution Commission and has received from the Company such other information concerning its operations, financial condition and other matters and Purchaser has considered all factors the Purchaser deems material in deciding on the advisability of investing in the Shares is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertisingShares; (c) no prospectus or other offering document has been filed by the Company with a securities commission or other securities regulatory authority in any jurisdiction in or outside of Canada in connection with the issue of the Shares, and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of Securities Laws and, as a result, in connection with its purchase of the Purchased Shares hereunder, as applicable: (i) the Purchaser and each Beneficial Purchaser, if any, is restricted from using most of the protections, rights and remedies available under Securities Laws including, without limitation, statutory rights of rescission or damages; (ii) the Purchaser and each Beneficial Purchaser, if any, will not receive information that may otherwise be required to be provided to the Purchaser and each Beneficial Purchaser, if any, under applicable Securities Laws or contained in a prospectus prepared in accordance with applicable Securities Laws; (iii) the Company are relieved from certain obligations that would otherwise apply under such applicable Securities Laws; and (iv) there are restrictions on the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants and it is the responsibility of the Purchaser and each Beneficial Purchaser, if any, to determine these restrictions and to comply with them before selling the Common Shares or the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants; (dh) the Shares are being offered for sale only on a “"private placement” " basis; (e) all costs and expenses incurred by the Purchaser and each Beneficial Purchaser (including any fees and disbursements of legal counsel retained by the Purchaser and each Beneficial Purchaser) relating to the purchase of the Purchased Shares shall be borne by the Purchaser; (f) the Purchaser acknowledges that neither the Company or any of its affiliates, related entities and associates, or any persons acting on their behalf, will in any circumstances be liable to the Purchaser or any Beneficial Purchaser under, or arising out of or in any way connected with this agreement for any indirect or consequential loss or damage whether arising in contract or tort (including for negligence or statutory duty); (g) the Securities will be subject to certain resale restrictions under the Securities Laws and the Purchaser and each Beneficial Purchaser, if any, agree to comply with such restrictions. The Purchaser and each Beneficial Purchaser, if any, also acknowledge that they have been advised to consult their own legal advisors with respect to applicable resale restrictions and that they are solely responsible (and the Company is not in any manner responsible) for complying with such restrictions. For purposes of complying with the Securities Laws and National Instrument 45-102 Resale of Securities, the Purchaser and Beneficial Purchaser understand and acknowledge that upon the issue of any Purchased Shares, all the certificates representing the Common Shares and the Warrants comprising the Purchased Shares, if the Common Shares issuable upon exercise of the Warrants are issued prior to the date which is four months and one day after the Closing Date, then the Common Shares issuable upon exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM THE CLOSING DATE].” Provided, that if the Purchaser or the Beneficial Purchaser, if any, is a U.S. Purchaser then, upon the issuance of the Securities, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable State Laws, the certificates representing the Common Shares comprising the Purchased Shares as well as the Common Shares issuable upon the exercise of the Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS. (h) no person has made any written or oral representations or undertakings: (i) that any person will resell or repurchase the Common Shares or the Warrants comprising the Units or the Common Shares issuable upon exercise of the Warrants; (ii) that any person will refund all or any of the Purchase Price; or (iii) as to the future price or value of the Common Shares or the Warrants comprising the Purchased Shares; (i) in purchasing the Purchased Shares, Shares are being acquired by the Purchaser in good faith solely for the Purchaser's own account, for investment purposes only, and each Beneficial Purchaserare not being purchased with a view to, if any, has relied solely on this Subscription Agreement and not upon any verbal or written representation as to any fact for the resale or otherwise made by or on behalf of the Company or any employee, agent or affiliate thereof or any other person associated therewith;distribution thereof; and (j) the representations, warranties and covenants contained in this subscription agreement are made by the Purchaser and each Beneficial Purchaser, if any, are solely responsible for obtaining such legal advice and tax advice as it considers appropriate in connection with the executionintent that they may be relied upon by the Company in determining the Purchaser's eligibility to purchase the Shares, delivery and performance by them of this Subscription Agreement and the completion Purchaser hereby agrees to indemnify the Company against all losses, claims, costs, expenses and damages or liabilities which it may suffer or incur caused or arising from its reliance thereon. The Purchaser further agrees that by accepting the Shares the Purchaser shall be representing and warranting that the foregoing representations and warranties are true as at the Closing with the same force and effect as if they had been made by the Purchaser at the Closing and that they shall survive the Closing Date and shall continue in full force and effect notwithstanding any subsequent disposition of the transactions contemplated hereby; and (k) the Purchaser acknowledges that the Company may pay finder’s fees to eligible persons in connection with the OfferingShares.

Purchaser’s Acknowledgements. The Purchaser acknowledges and each Beneficial Purchaser, if any, acknowledge and agree agrees that: (a) (i) no agency, securities commission, governmental authority, regulatory body, stock exchange or other entity has reviewed, passed on, made any finding or determination as to the merits of merit for investment inof, nor have any such agencies, securities commissions, or governmental authorities, regulatory bodies, stock exchanges or other entities authorities made any recommendation or endorsement with respect to the Shares Class F Units or the Offeringoffering thereof; (ii) there is no governmental government or other form of insurance covering the SharesClass F Units; and (iii) there are risks associated with the purchase of the Purchased SharesClass F Units; (b) the purchase of the Shares has not been or will not be (as applicable) made through, or as a result of, and the distribution of the Shares is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (c) no prospectus or other offering document has been filed by the Company Fund with a securities commission or other securities regulatory authority in any province of Canada, or any other jurisdiction in or outside of Canada in connection with the issue issuance of the SharesClass F Units, and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of Securities Laws and, as a result, in connection with its purchase of the Purchased Shares Class F Units hereunder, as applicable: (i) the Purchaser and each Beneficial Purchaser, if any, is restricted from using most of the protections, rights and remedies available under Securities Laws including, without limitation, statutory rights of rescission or damagesLaws; (ii) the Purchaser and each Beneficial Purchaser, if any, will not receive information that may otherwise be required to be provided to the Purchaser and each Beneficial Purchaser, if any, under applicable Securities Laws securities laws or contained in a prospectus prepared in accordance with applicable Securities Lawssecurities laws; (iii) the Company are Fund is relieved from certain obligations that would otherwise apply under such applicable Securities Lawssecurities laws; and (iv) there are restrictions on the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants and it is the responsibility of the Purchaser and each Beneficial Purchaser, if any, to determine these restrictions and to comply with them before selling the Common Shares or the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants; (d) the Shares Class F Units are being offered for sale only on a “private placement” basis. (c) the Fund is not an investment fund under Securities Laws and as a result is not subject to laws and regulations that apply to investment funds; (ed) all costs and expenses incurred by the Purchaser and each Beneficial Purchaser (including any fees and disbursements of legal counsel retained by the Purchaser and each Beneficial Purchaser) relating to the purchase of the Purchased Shares Class F Units shall be borne by the Purchaser; (fe) the Purchaser acknowledges that neither the Company or any of its affiliates, related entities and associates, or any persons acting on their behalf, will in any circumstances be liable to the Purchaser or any Beneficial Purchaser under, or arising out of or in any way connected with this agreement for any indirect or consequential loss or damage whether arising in contract or tort (including for negligence or statutory duty); (g) the Securities Class F Units will be subject to certain resale restrictions under the Securities Laws and the Purchaser and each Beneficial Purchaser, if any, agree agrees to comply with such restrictions. The Purchaser and each Beneficial Purchaser, if any, also acknowledge acknowledges that they have it has been advised to consult their its own legal advisors with respect to applicable resale restrictions and that they are it is solely responsible (and the Company Fund is not in any no manner responsible) for complying with such restrictions. For purposes of complying with restrictions before selling the Securities Laws and National Instrument 45-102 Resale of Securities, the Purchaser and Beneficial Purchaser understand and acknowledge that upon the issue of any Purchased Shares, all the certificates representing the Common Shares and the Warrants comprising the Purchased Shares, if the Common Shares issuable upon exercise of the Warrants are issued prior to the date which is four months and one day after the Closing Date, then the Common Shares issuable upon exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM THE CLOSING DATE].” Provided, that if the Purchaser or the Beneficial Purchaser, if any, is a U.S. Purchaser then, upon the issuance of the Securities, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable State Laws, the certificates representing the Common Shares comprising the Purchased Shares as well as the Common Shares issuable upon the exercise of the Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.Class F Units; (hf) no person has made any written or oral representations or undertakingsrepresentations: (i) that any person will resell or repurchase the Common Shares or the Warrants comprising the Units or the Common Shares issuable upon exercise of the WarrantsClass F Units; (ii) that any person will refund all or any of the Purchase PriceAggregate Subscription Amount; or (iii) as to the future price or value of the Common Shares or the Warrants comprising the Purchased SharesClass F Units; (ig) in purchasing the Purchased Shares, the Purchaser and each Beneficial Purchaser, if any, has relied solely on this Subscription Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Company or any employee, agent or affiliate thereof or any other person associated therewith; (j) the Purchaser and each Beneficial Purchaser, if any, are it is solely responsible for obtaining such legal advice and tax advice as it considers appropriate in connection with the execution, delivery and performance by them it of this Subscription Agreement and the completion of the transactions contemplated hereby; and; (kh) the Fund may complete additional offerings in the future subject to and in accordance with its constating documents and applicable Securities Laws; (i) this Subscription Agreement requires the Purchaser acknowledges that to provide certain personal information to the Company Fund. Such information is being collected by the Fund for the purposes of completing the proposed offering of the Class F Units, which includes, without limitation, determining the Purchaser’s eligibility to purchase the Class F Units under applicable Securities Laws, preparing and registering certificates or ownership statements under an electronic book entry system representing the Class F Units and completing filings required by the Securities Commissions. The Purchaser’s Personal Information may pay finderbe disclosed by the Fund to: (i) stock exchanges or securities regulatory authorities, (ii) the Fund’s fees to eligible persons registrar and transfer agent, and (iii) any of the other parties involved in the Offering, including legal counsel, and may be included in record books in connection with the Offering. By executing this Subscription Agreement, the Purchaser acknowledges, agrees and consents to the disclosure of Personal Information to each of the Fund, the Securities Commissions and other parties set out herein. The Purchaser also consents to the filing of copies or originals of any of the Purchaser’s documents described in paragraph 3 hereof as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby; (j) the Fund will be required to provide to the Securities Commissions a list setting out the identities of the beneficial purchasers of the Class F Units. Notwithstanding that the Purchaser may be purchasing Class F Units as an agent on behalf of an undisclosed principal (if permissible under the relevant Securities Laws), the Purchaser agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Fund in order to comply with Securities Laws. The Purchaser may contact the public officials listed on Schedule D with respect to questions about the Securities Commissions’ indirect collection of such information; (k) none of Xxxxx Street Partners, LLC (“Xxxxx Street”), ASP GPM GP Management LLC, ASP GPM GP Management LP or any of their respective affiliates (collectively, the “Xxxxx Street Managed Entities” and each an “Xxxxx Street Managed Entity”) is responsible for the organization, operation or management of the Fund or the Purchaser; (l) the Purchaser is subscribing for Class F Units of the Fund and it will not be a direct investor in the Master Fund or the Feeder Fund or in any affiliate of the Xxxxx Street Managed Entities and will have no contractual relationship with or direct recourse against the Master Fund, the Feeder Fund or any of the Xxxxx Street Managed Entities; (m) it waives all rights to (and agrees not to) bring any direct suit or claim (either individually or derivatively on behalf of the Fund) against any Xxxxx Street Managed Entity; and (n) that no Xxxxx Street Managed Entity owes any direct contractual, fiduciary or other duty to it and is not its fiduciary, in each case to the maximum extent permitted by applicable law.

Purchaser’s Acknowledgements. The Purchaser acknowledges and each Beneficial agrees that as the sale of the Purchaser’s Units will not be qualified by a prospectus, such sale is subject to the condition that the Purchaser (or, if anyapplicable, acknowledge any others for whom the Purchaser is contracting hereunder) sign and agree thatreturn to the Corporation all relevant documentation required by applicable Canadian and United States securities laws and the rules, regulations and policies of the Exchanges. The Purchaser acknowledges and agrees that the Corporation may be required to provide to applicable securities regulatory authorities or the Exchanges the identities of the beneficial purchasers of the Units and the identities of all persons having a greater than a 10% beneficial interest in the Purchaser. Notwithstanding that the Purchaser may be purchasing Units as an agent on behalf of an undisclosed principal, the Purchaser agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Corporation in order to comply with the foregoing or any other applicable laws, rules, regulations or policies. In addition, the Purchaser acknowledges: (a) (i) no agency, securities commission, governmental authority, regulatory body, stock exchange commission or other entity regulatory authority has reviewed, reviewed or passed on, made any finding or determination as to upon the merits of investment in, nor have any such agencies, securities commissions, governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to the Shares or the Offering; Securities; (iib) there is no governmental government or other form of insurance covering the Shares; and Securities; (iiic) there are risks risks, including those set forth in the Public Record, associated with the purchase of the Purchased SharesSecurities; (b) the purchase of the Shares has not been or will not be (as applicable) made through, or as a result of, and the distribution of the Shares is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (c) no prospectus or other offering document has been filed by the Company with a securities commission or other securities regulatory authority in any jurisdiction in or outside of Canada in connection with the issue of the Shares, and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of Securities Laws and, as a result, in connection with its purchase of the Purchased Shares hereunder, as applicable: (i) the Purchaser and each Beneficial Purchaser, if any, is restricted from using most of the protections, rights and remedies available under Securities Laws including, without limitation, statutory rights of rescission or damages; (ii) the Purchaser and each Beneficial Purchaser, if any, will not receive information that may otherwise be required to be provided to the Purchaser and each Beneficial Purchaser, if any, under applicable Securities Laws or contained in a prospectus prepared in accordance with applicable Securities Laws; (iii) the Company are relieved from certain obligations that would otherwise apply under such applicable Securities Laws; and (ivd) there are restrictions on the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants Securities and it is the responsibility of the Purchaser and each Beneficial Purchaserto find out what those restrictions (whether U.S., if any, to determine these restrictions Canadian or otherwise) are and to comply with them before selling the Common Shares or the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants; (d) the Shares are being offered for sale only on a “private placement” basisSecurities; (e) all costs and expenses incurred by the Corporation has advised the Purchaser and each Beneficial Purchaser (including any fees and disbursements of legal counsel retained by that it is relying on an exemption from the requirements under applicable securities laws to provide the Purchaser with a prospectus and each Beneficial Purchaser) relating to sell the purchase Securities through a person registered to sell securities under the applicable securities laws, and other applicable legislation, and that as a consequence of the Purchased Shares shall acquiring these securities pursuant to these exemptions, certain protections, including statutory rights of rescission or damages, will not be borne by available to the Purchaser; (f) none of the Purchaser acknowledges that neither the Company or any of its affiliates, related entities Securities to be issued and associates, or any persons acting on their behalf, will in any circumstances be liable delivered to the Purchaser or any Beneficial Purchaser underhereunder have been registered under the 1933 Act, or arising out of or in any way connected with this agreement for any indirect or consequential loss or damage whether arising in contract or tort (including for negligence or statutory duty); (g) and accordingly the Securities will be are subject to certain restrictions on transferability and resale restrictions and may not be offered, sold, gifted, pledged, hypothecated, transferred, assigned or otherwise disposed of unless registered under the Securities Laws and 1933 Act or pursuant to an exemption from the Purchaser and each Beneficial Purchaser, if any, agree to comply with such restrictionsregistration requirements of the 1933 Act. The Purchaser and each Beneficial Purchaser, if any, also acknowledge that they have been advised to consult their own legal advisors with respect to applicable resale restrictions and that they are solely responsible (and the Company is not in any manner responsible) for complying with such restrictions. For purposes of complying with the Securities Laws and National Instrument 45-102 Resale of Securities, the Purchaser and Beneficial Purchaser understand and acknowledge that upon the issue of any Purchased Shares, all the certificates representing the Common Shares and the Warrants comprising the Purchased Shares, if the Common Shares issuable upon exercise of the Warrants are issued prior to the date which is four months and one day after the Closing Date, then the Common Shares issuable upon exercise of the Warrants, shall bear the following legend, which legend shall remain on the said certificates until compliance with the terms thereof: “UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS PLUS AND ONE DAY FROM AFTER THE CLOSING DATE].” Provided, that if the Purchaser or the Beneficial Purchaser, if any, is a U.S. Purchaser then, upon the issuance of the Securities, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable State Laws, the certificates representing the Common Shares comprising the Purchased Shares as well as the Common Shares issuable upon the exercise of the Warrants shall bear the following legend: “. NEITHER THIS CERTIFICATE NOR THE SECURITIES REPRESENTED HEREBY NOR ANY SECURITIES ISSUABLE UPON THE EXERCISE OF SUCH SECURITIES, NOR ANY INTEREST IN OR RIGHTS UNDER SAME, HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE ) OR UNDER THE SECURITIES LAWS OF ANY STATE, AND NEITHER THIS CERTIFICATE NOR THE SECURITIES REPRESENTED HEREBY NOR ANY SECURITIES ISSUABLE UPON THE EXERCISE OF SUCH SECURITIES, NOR ANY INTEREST IN OR RIGHTS UNDER SAME, MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY OR DISPOSED OF WITHOUT (A) TO THE COMPANYAN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) OUTSIDE RECEIPT BY THE CORPORATION OF AN ACCEPTABLE LEGAL OPINION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE CORPORATION OTHERWISE SATISFYING ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION .”, and the certificates representing the Shares and the Warrant Shares shall bear the following legend, which legend shall remain on the said certificates until compliance with the terms thereof, provided that if Warrant Shares are not issued within four months of the Closing Date the first and second paragraphs of the following legend shall not appear on the certificates representing the Warrant Shares: “UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDEROF 1933, IF AVAILABLEAS AMENDED, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWSSECURITIES LAW. NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) RECEIPT BY THE HOLDER HASCORPORATION OF AN ACCEPTABLE LEGAL OPINION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, PRIOR TO OR (C) THE CORPORATION OTHERWISE SATISFYING ITSELF THAT SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWSTRANSACTION IS EXEMPT FROM REGISTRATION.”; (hg) no person has made the first trade in any written or oral representations or undertakings: (i) that any person will resell or repurchase Canadian jurisdiction, with the Common Shares or the Warrants comprising the Units or the Common Shares issuable upon exercise exception of Quebec, of the Warrants; (ii) that any person will refund all or any of Securities acquired by the Purchase Price; or (iii) as to Purchaser may only be made in accordance with the future price or value of the Common Shares or the Warrants comprising the Purchased Shares;following rules: (i) the Corporation is and has been a reporting issuer in purchasing a jurisdiction of Canada for the Purchased Sharesfour months immediately preceding the trade; (ii) at least four months have elapsed from the distribution date of the Units; (iii) the certificates representing the Securities were issued carrying the legend as required in section 2.5(2)3(a) of MI 45-102; (iv) the trade is not a “control distribution” within the meaning of MI 45-102; (v) no unusual effort is made to prepare the market or to create a demand for the Securities; (vi) no extraordinary commission or other consideration is paid in respect of the trade, and (vii) if the Purchaser is an insider of the Corporation, the Purchaser and each Beneficial Purchaser, if any, has relied solely on this Subscription Agreement and not upon any verbal or written representation as no reasonable grounds to any fact or otherwise made by or on behalf of the Company or any employee, agent or affiliate thereof or any other person associated therewith; (j) believe that the Purchaser and each Beneficial Purchaser, if any, are solely responsible for obtaining such legal advice and tax advice as it considers appropriate is in connection with the execution, delivery and performance by them default of this Subscription Agreement and the completion of the transactions contemplated hereby; and (k) the Purchaser acknowledges that the Company may pay finder’s fees to eligible persons in connection with the Offeringany securities laws.

Purchaser’s Acknowledgements. The Purchaser acknowledges and each Beneficial Purchaser, if any, acknowledge and agree agrees that: (a) (i) no agency, securities commission, governmental authority, regulatory body, stock exchange or other entity has reviewed, passed on, made any finding or determination as to the merits of merit for investment inof, nor have any such agencies, securities commissions, or governmental authorities, regulatory bodies, stock exchanges or other entities authorities made any recommendation or endorsement with respect to the Shares Class I Units or the Offeringoffering thereof; (ii) there is no governmental government or other form of insurance covering the SharesClass I Units; and (iii) there are risks associated with the purchase of the Purchased SharesClass I Units; (b) the purchase of the Shares has not been or will not be (as applicable) made through, or as a result of, and the distribution of the Shares is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (c) no prospectus or other offering document has been filed by the Company Fund with a securities commission or other securities regulatory authority in any province of Canada, or any other jurisdiction in or outside of Canada in connection with the issue issuance of the SharesClass I Units, and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of Securities Laws and, as a result, in connection with its purchase of the Purchased Shares Class I Units hereunder, as applicable: (i) the Purchaser and each Beneficial Purchaser, if any, is restricted from using most of the protections, rights and remedies available under Securities Laws including, without limitation, statutory rights of rescission or damagesLaws; (ii) the Purchaser and each Beneficial Purchaser, if any, will not receive information that may otherwise be required to be provided to the Purchaser and each Beneficial Purchaser, if any, under applicable Securities Laws securities laws or contained in a prospectus prepared in accordance with applicable Securities Lawssecurities laws; (iii) the Company are Fund is relieved from certain obligations that would otherwise apply under such applicable Securities Lawssecurities laws; and (iv) there are restrictions on the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants and it is the responsibility of the Purchaser and each Beneficial Purchaser, if any, to determine these restrictions and to comply with them before selling the Common Shares or the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants; (d) the Shares Class I Units are being offered for sale only on a “private placement” basis. (c) the Fund is not an investment fund under Securities Laws and as a result is not subject to laws and regulations that apply to investment funds; (ed) all costs and expenses incurred by the Purchaser and each Beneficial Purchaser (including any fees and disbursements of legal counsel retained by the Purchaser and each Beneficial Purchaser) relating to the purchase of the Purchased Shares Class I Units shall be borne by the Purchaser; (fe) the Purchaser acknowledges that neither the Company or any of its affiliates, related entities and associates, or any persons acting on their behalf, will in any circumstances be liable to the Purchaser or any Beneficial Purchaser under, or arising out of or in any way connected with this agreement for any indirect or consequential loss or damage whether arising in contract or tort (including for negligence or statutory duty); (g) the Securities Class I Units will be subject to certain resale restrictions under the Securities Laws and the Purchaser and each Beneficial Purchaser, if any, agree agrees to comply with such restrictions. The Purchaser and each Beneficial Purchaser, if any, also acknowledge acknowledges that they have it has been advised to consult their its own legal advisors with respect to applicable resale restrictions and that they are it is solely responsible (and the Company Fund is not in any no manner responsible) for complying with such restrictions. For purposes of complying with restrictions before selling the Securities Laws and National Instrument 45-102 Resale of Securities, the Purchaser and Beneficial Purchaser understand and acknowledge that upon the issue of any Purchased Shares, all the certificates representing the Common Shares and the Warrants comprising the Purchased Shares, if the Common Shares issuable upon exercise of the Warrants are issued prior to the date which is four months and one day after the Closing Date, then the Common Shares issuable upon exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM THE CLOSING DATE].” Provided, that if the Purchaser or the Beneficial Purchaser, if any, is a U.S. Purchaser then, upon the issuance of the Securities, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable State Laws, the certificates representing the Common Shares comprising the Purchased Shares as well as the Common Shares issuable upon the exercise of the Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.Class I Units; (hf) no person has made any written or oral representations or undertakingsrepresentations: (i) that any person will resell or repurchase the Common Shares or the Warrants comprising the Units or the Common Shares issuable upon exercise of the WarrantsClass I Units; (ii) that any person will refund all refund, or not require payment of, any portion of the Purchase PriceAggregate Subscription Amount; or (iii) as to the future price or value of the Common Shares or the Warrants comprising the Purchased SharesClass I Units; (ig) in purchasing the Purchased Shares, the Purchaser and each Beneficial Purchaser, if any, has relied solely on this Subscription Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Company or any employee, agent or affiliate thereof or any other person associated therewith; (j) the Purchaser and each Beneficial Purchaser, if any, are it is solely responsible for obtaining such legal advice and tax advice as it considers appropriate in connection with the execution, delivery and performance by them it of this Subscription Agreement and the completion of the transactions contemplated hereby; and; (kh) the Fund may complete additional offerings in the future subject to and in accordance with its constating documents and applicable Securities Laws; (i) this Subscription Agreement requires the Purchaser acknowledges that to provide certain personal information to the Company Fund. Such information is being collected by the Fund for the purposes of completing the proposed offering of the Class I Units, which includes, without limitation, determining the Purchaser's eligibility to purchase the Class I Units under applicable Securities Laws, preparing and registering certificates or ownership statements under an electronic book entry system representing the Class I Units and completing filings required by the Securities Commissions. The Purchaser’s Personal Information may pay finderbe disclosed by the Fund to: (i) stock exchanges or securities regulatory authorities, (ii) the Fund’s fees to eligible persons registrar and transfer agent, and (iii) any of the other parties involved in the Offering, including legal counsel, and may be included in record books in connection with the Offering. By executing this Subscription Agreement, the Purchaser acknowledges, agrees and consents to the disclosure of Personal Information to each of the Fund, the Securities Commissions and other parties set out herein. The Purchaser also consents to the filing of copies or originals of any of the Purchaser’s documents described in paragraph 3 hereof as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby; (j) the Fund will be required to provide to the Securities Commissions a list setting out the identities of the beneficial purchasers of the Class I Units. Notwithstanding that the Purchaser may be purchasing Class I Units as an agent on behalf of an undisclosed principal (if permissible under the relevant Securities Laws), the Purchaser agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Fund in order to comply with Securities Laws. The Purchaser may contact the public officials listed on Schedule F with respect to questions about the Securities Commissions’ indirect collection of such information; (k) none of Xxxxx Street Partners, LLC (“Xxxxx Street”), ASP GPM GP Management LLC, ASP GPM GP Management LP or any of their respective affiliates (collectively, the “Xxxxx Street Managed Entities” and each an “Xxxxx Street Managed Entity”) is responsible for the organization, operation or management of the Fund or the Purchaser; (l) the Purchaser is subscribing for Class I Units of the Fund and it will not be a direct investor in the Master Fund or the Feeder Fund or in any affiliate of the Xxxxx Street Managed Entities and will have no contractual relationship with or direct recourse against the Master Fund, the Feeder Fund or any of the Xxxxx Street Managed Entities; (m) it waives all rights to (and agrees not to) bring any direct suit or claim (either individually or derivatively on behalf of the Fund) against any Xxxxx Street Managed Entity; and (n) that no Xxxxx Street Managed Entity owes any direct contractual, fiduciary or other duty to it and is not its fiduciary, in each case to the maximum extent permitted by applicable law.

Purchaser’s Acknowledgements. The Canadian Purchaser for and on behalf of itself and each Beneficial Purchaser, if any, acknowledge acknowledges and agree agrees that: (a) (iA) no agency, securities commission, governmental authority, regulatory body, stock exchange or other entity has reviewed, passed on, made any finding or determination as to the merits of investment in, nor have any such agencies, securities commissions, governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to to, the Shares Securities, the Company or the Offeringoffering of the Securities; (iiB) there is no governmental government or other form of insurance covering the SharesSecurities; and (iiiC) there are risks associated with the purchase of the Purchased SharesPurchaser’s Securities; (b) the purchase of the Shares has not been or will not be (as applicable) made throughno prospectus, or as a result ofregistration statement, and the distribution of the Shares is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (c) no prospectus offering memorandum or other offering document has been filed by the Company with a securities commission or other securities regulatory authority in any jurisdiction in or outside of Canada in connection with the issue issuance of the SharesPurchaser’s Securities, the Securities or the offering of the Securities and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of applicable Securities Laws and United States Securities Laws and, as a result, in connection with its purchase of the Purchased Shares Purchaser’s Securities hereunder, as applicable: (i) the Purchaser and each such Beneficial Purchaser, if any, Purchaser is restricted from using most of the protections, rights and remedies available under applicable Securities Laws including, without limitation, statutory rights of rescission or damages; (ii) the Purchaser and each such Beneficial Purchaser, if any, Purchaser will not receive information that may otherwise be required to be provided to the Purchaser and each such Beneficial Purchaser, if any, Purchaser under applicable Securities Laws or contained in a prospectus prepared in accordance with applicable Securities Laws; (iii) the Company are is relieved from certain obligations that would otherwise apply under such applicable Securities Laws; and (iv) there are restrictions on the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants Purchaser’s Securities and it is the responsibility of the Purchaser and each such Beneficial Purchaser, if any, Purchaser to determine these restrictions and to comply with them before selling the Common Shares or the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants;any such Securities. (dc) the Shares Purchaser’s Securities are being offered for sale only on a “private placement” basis; (d) the Purchaser and such Beneficial Purchaser, if any, has had the opportunity to review this Subscription Agreement and the transactions contemplated by this Subscription Agreement and fully understands the same; (e) all costs and expenses incurred by the Purchaser and each such Beneficial Purchaser (including any fees and disbursements of legal counsel retained by the Purchaser and each such Beneficial Purchaser) relating to the purchase of the Purchased Shares Purchaser’s Securities shall be borne by the Purchaser; (f) none of the Purchaser acknowledges that neither Company’s counsel assume any responsibility or liability of any nature whatsoever for the accuracy or adequacy of the SEC Reports and as to whether all information concerning the Company or any of its affiliates, related entities required to be disclosed by the Company has been generally disclosed and associates, or any persons acting on their behalf, will in any circumstances be liable that such counsel are entitled to the Purchaser or any Beneficial Purchaser under, or arising out benefit of or in any way connected with this agreement for any indirect or consequential loss or damage whether arising in contract or tort (including for negligence or statutory duty)subsection; (g) the Purchaser and each Beneficial Purchaser, if any, is responsible for obtaining such legal and tax advice as it considers necessary or appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement and the transactions contemplated herein; (h) the Purchaser and each Beneficial Purchaser, if any, is solely responsible for its own due diligence investigation of the Company and its business, for its own analysis of the merits and risks of its investment in the Securities made pursuant to this Subscription Agreement and for its own analysis of the terms of its investment; (i) the Purchaser’s Securities will be subject to certain resale restrictions under the Securities Laws and the Purchaser and each Beneficial Purchaser, if any, agree agrees to comply with such restrictions. The restrictions and the Purchaser and each Beneficial Purchaser, if any, also acknowledge that they have has been advised to consult their its own legal advisors with respect to applicable resale restrictions and that they are is solely responsible (and the Company is not in any manner responsible) for complying with such restrictions. For purposes of complying with the Securities Laws and National Instrument 45-102 Resale of Securities, the Purchaser and Beneficial Purchaser understand and acknowledge that upon the issue of any Purchased Shares, all the certificates representing the Common Shares and the Warrants comprising the Purchased Shares, if the Common Shares issuable upon exercise of the Warrants are issued prior to the date which is four months and one day after the Closing Date, then the Common Shares issuable upon exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM THE CLOSING DATE].” Provided, that if the Purchaser or the Beneficial Purchaser, if any, is a U.S. Purchaser then, upon the issuance of the Securities, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable State Laws, the certificates representing the Common Shares comprising the Purchased Shares as well as the Common Shares issuable upon the exercise of the Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS. (hj) the Company shall be entitled to make a notation on its records or give instructions to any transfer agent of the Securities in order to implement the restrictions on transfer set forth and described herein; and (k) no person has made any written or oral representations or undertakings: undertakings (iA) that any person will resell or repurchase the Common Shares or the Warrants comprising the Units or the Common Shares issuable upon exercise of the Warrants; Purchaser’s Securities, (iiB) that any person will refund all or any part of the Purchase Price; , or (iiiC) as to the future price or value of the Common Shares or the Warrants comprising the Purchased Shares; (i) in purchasing the Purchased Shares, the Purchaser and each Beneficial Purchaser, if any, has relied solely on this Subscription Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Company or any employee, agent or affiliate thereof or any other person associated therewith; (j) the Purchaser and each Beneficial Purchaser, if any, are solely responsible for obtaining such legal advice and tax advice as it considers appropriate in connection with the execution, delivery and performance by them of this Subscription Agreement and the completion of the transactions contemplated hereby; and (k) the Purchaser acknowledges that the Company may pay finder’s fees to eligible persons in connection with the OfferingSecurities.

Purchaser’s Acknowledgements. The Purchaser acknowledges and each Beneficial Purchaser, agrees (on its own behalf and (if any, acknowledge and agree applicable) on behalf of those for whom the Purchaser is contracting hereunder) that: (a) (i) it (or others for whom it is contracting hereunder) is responsible for obtaining such legal advice as it considers appropriate in connection with the execution, delivery and performance by it of this agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to in section 0 above); and (ii) Issuer’s counsel is acting as counsel to Issuer and not as counsel to the Purchaser and the relationship of Issuer’s counsel with the Purchaser is limited solely to the provision of customary commercial legal opinions at the time of Closing and to responding to any questions which the Purchaser may have regarding the terms of the documents to be delivered in connection with this transaction; (b) it (or others for whom it is contracting hereunder) has been advised to consult its own legal advisors with respect to applicable resale restrictions and that it is solely responsible, and the Issuer or Agent or their respective counsel are not in any way responsible, for compliance with applicable resale restrictions, other than with respect to the representations and warranties made by the Issuer herein; (c) no agency, securities commission, governmental authority, regulatory body, stock exchange or other entity has reviewed, passed on, made any finding or determination as to the merits of merit for investment inof, nor have any such agencies, securities commissions, agencies or governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to, the Purchased Units; (d) no person has made to the Shares Purchaser (or others for whom it is contracting hereunder) any written or oral representations: (i) that any person will resell or repurchase the Offering; Purchased Units; (ii) there is no governmental or that any person will refund the purchase price of the Purchased Units, other form of insurance covering the Sharesthan as set out herein; and or (iii) there are risks associated as to the future price or value of the Purchased Units; (e) that no prospectus has been filed by the Issuer with a securities commission or other securities regulatory authorities in any province of Canada or any other jurisdiction in connection with the issuance of the Purchased Units and as a result: (i) the Purchaser is restricted from using most of the civil remedies available under Canadian securities legislation in respect of its purchase of the Purchased SharesUnits; (bii) the purchase Purchaser may not receive information that would otherwise be required to be provided to it under applicable securities legislation or contained in a prospectus prepared in accordance with applicable securities legislation; and (iii) the Issuer is relieved from certain obligations that would otherwise apply under the securities legislation; (f) the Purchased Units may not be sold or otherwise disposed of for a period of twelve months from the date of Closing in the absence of either a prospectus or an exemption from prospectus requirements under applicable securities legislation; (g) that upon the original issuance thereof, and until such time as the same is no longer required under applicable legislation, certificates representing the Common Shares, including such certificates issued upon the exchange of the Shares A Warrants and B Warrants, and all certificates issued in exchange therefore or in substitution thereof, shall bear the following legend: “UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [INSERT THE DATE THAT IS TWELVE MONTHS AND ONE DAY AFTER THE DATE OF CLOSING]. 31 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN AN OFFSHORE TRANSACTION IN RELIANCE UPON REGULATION S AS PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933 (“REGULATION S”), ACCORDINGLY THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON, AS DEFINED IN REGULATION S, OR TO A PERSON IN THE UNITED STATES EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE ISSUER.”; and (h) it has not been or will not be (as applicable) made through, or purchased the Purchased Units as a result of, and the distribution of the Shares is not being accompanied by, a any general solicitation or advertisement general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, television or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (c) no prospectus or other offering document has been filed by the Company with a securities commission or other securities regulatory authority in any jurisdiction in or outside of Canada in connection with the issue of the Shares, and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of Securities Laws and, as a result, in connection with its purchase of the Purchased Shares hereunder, as applicable: (i) the Purchaser and each Beneficial Purchaser, if any, is restricted from using most of the protections, rights and remedies available under Securities Laws including, without limitation, statutory rights of rescission or damages; (ii) the Purchaser and each Beneficial Purchaser, if any, will not receive information that may otherwise be required to be provided to the Purchaser and each Beneficial Purchaser, if any, under applicable Securities Laws or contained in a prospectus prepared in accordance with applicable Securities Laws; (iii) the Company are relieved from certain obligations that would otherwise apply under such applicable Securities Laws; and (iv) there are restrictions on the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants and it is the responsibility of the Purchaser and each Beneficial Purchaser, if any, to determine these restrictions and to comply with them before selling the Common Shares or the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants; (d) the Shares are being offered for sale only on a “private placement” basis; (e) all costs and expenses incurred by the Purchaser and each Beneficial Purchaser (including any fees and disbursements of legal counsel retained by the Purchaser and each Beneficial Purchaser) relating to the purchase of the Purchased Shares shall be borne by the Purchaser; (f) the Purchaser acknowledges that neither the Company or any of its affiliates, related entities and associates, or any persons acting on their behalf, will in any circumstances be liable to the Purchaser or any Beneficial Purchaser under, or arising out of or in any way connected with this agreement for any indirect or consequential loss or damage whether arising in contract or tort (including for negligence or statutory duty); (g) the Securities will be subject to certain resale restrictions under the Securities Laws and the Purchaser and each Beneficial Purchaser, if any, agree to comply with such restrictions. The Purchaser and each Beneficial Purchaser, if any, also acknowledge that they have been advised to consult their own legal advisors with respect to applicable resale restrictions and that they are solely responsible (and the Company is not in any manner responsible) for complying with such restrictions. For purposes of complying with the Securities Laws and National Instrument 45-102 Resale of Securities, the Purchaser and Beneficial Purchaser understand and acknowledge that upon the issue of any Purchased Shares, all the certificates representing the Common Shares and the Warrants comprising the Purchased Shares, if the Common Shares issuable upon exercise of the Warrants are issued prior to the date which is four months and one day after the Closing Date, then the Common Shares issuable upon exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM THE CLOSING DATE].” Provided, that if the Purchaser or the Beneficial Purchaser, if any, is a U.S. Purchaser then, upon the issuance of the Securities, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable State Laws, the certificates representing the Common Shares comprising the Purchased Shares as well as the Common Shares issuable upon the exercise of the Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS. (h) no person has made any written or oral representations or undertakings: (i) that any person will resell or repurchase the Common Shares or the Warrants comprising the Units or the Common Shares issuable upon exercise of the Warrants; (ii) that any person will refund all or any of the Purchase Price; or (iii) as to the future price or value of the Common Shares or the Warrants comprising the Purchased Shares; (i) in purchasing the Purchased Shares, the Purchaser and each Beneficial Purchaser, if any, has relied solely on this Subscription Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Company or any employee, agent or affiliate thereof or any other person associated therewith; (j) the Purchaser and each Beneficial Purchaser, if any, are solely responsible for obtaining such legal advice and tax advice as it considers appropriate in connection with the execution, delivery and performance by them of this Subscription Agreement and the completion of the transactions contemplated hereby; and (k) the Purchaser acknowledges that the Company may pay finder’s fees to eligible persons in connection with the Offering.

Purchaser’s Acknowledgements. The Purchaser acknowledges and each Beneficial agrees that as the sale of the Purchaser’s Units will not be qualified by a prospectus, such sale is subject to the condition that the Purchaser (or, if anyapplicable, acknowledge any others for whom the Purchaser is contracting hereunder) sign and agree thatreturn to the Corporation all relevant documentation required by applicable Canadian and United States securities laws and the rules, regulations and policies of the Exchanges. The Purchaser acknowledges and agrees that the Corporation may be required to provide to applicable securities regulatory authorities or the Exchanges the identities of the beneficial purchasers of the Units and the identities of all persons having a greater than a 10% beneficial interest in the Purchaser. Notwithstanding that the Purchaser may be purchasing Units as an agent on behalf of an undisclosed principal, the Purchaser agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Corporation in order to comply with the foregoing or any other applicable laws, rules, regulations or policies. In addition, the Purchaser acknowledges: (a) (i) no agency, securities commission, governmental authority, regulatory body, stock exchange commission or other entity regulatory authority has reviewed, reviewed or passed on, made any finding or determination as to upon the merits of investment in, nor have any such agencies, securities commissions, governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to the Shares or the Offering; Securities; (iib) there is no governmental government or other form of insurance covering the Shares; and Securities; (iiic) there are risks risks, including those set forth in the Public Record, associated with the purchase of the Purchased SharesSecurities; (b) the purchase of the Shares has not been or will not be (as applicable) made through, or as a result of, and the distribution of the Shares is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (c) no prospectus or other offering document has been filed by the Company with a securities commission or other securities regulatory authority in any jurisdiction in or outside of Canada in connection with the issue of the Shares, and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of Securities Laws and, as a result, in connection with its purchase of the Purchased Shares hereunder, as applicable: (i) the Purchaser and each Beneficial Purchaser, if any, is restricted from using most of the protections, rights and remedies available under Securities Laws including, without limitation, statutory rights of rescission or damages; (ii) the Purchaser and each Beneficial Purchaser, if any, will not receive information that may otherwise be required to be provided to the Purchaser and each Beneficial Purchaser, if any, under applicable Securities Laws or contained in a prospectus prepared in accordance with applicable Securities Laws; (iii) the Company are relieved from certain obligations that would otherwise apply under such applicable Securities Laws; and (ivd) there are restrictions on the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants Securities and it is the responsibility of the Purchaser and each Beneficial Purchaserto find out what those restrictions (whether U.S., if any, to determine these restrictions Canadian or otherwise) are and to comply with them before selling the Common Shares or the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants; (d) the Shares are being offered for sale only on a “private placement” basisSecurities; (e) all costs and expenses incurred by the Corporation has advised the Purchaser and each Beneficial Purchaser (including any fees and disbursements of legal counsel retained by that it is relying on an exemption from the requirements under applicable securities laws to provide the Purchaser with a prospectus and each Beneficial Purchaser) relating to sell the purchase Securities through a person registered to sell securities under the applicable securities laws, and other applicable legislation, and that as a consequence of the Purchased Shares shall acquiring these securities pursuant to these exemptions, certain protections, including statutory rights of rescission or damages, will not be borne by available to the Purchaser; (f) none of the Purchaser acknowledges that neither the Company or any of its affiliates, related entities Securities to be issued and associates, or any persons acting on their behalf, will in any circumstances be liable delivered to the Purchaser or any Beneficial Purchaser underhereunder have been registered under the 1933 Act, or arising out of or in any way connected with this agreement for any indirect or consequential loss or damage whether arising in contract or tort (including for negligence or statutory duty); (g) and accordingly the Securities will be are subject to certain restrictions on transferability and resale restrictions and may not be offered, sold, gifted, pledged, hypothecated, transferred, assigned or otherwise disposed of unless registered under the Securities Laws and 1933 Act or pursuant to an exemption from the Purchaser and each Beneficial Purchaser, if any, agree to comply with such restrictionsregistration requirements of the 1933 Act. The Purchaser and each Beneficial Purchaser, if any, also acknowledge that they have been advised to consult their own legal advisors with respect to applicable resale restrictions and that they are solely responsible (and the Company is not in any manner responsible) for complying with such restrictions. For purposes of complying with the Securities Laws and National Instrument 45-102 Resale of Securities, the Purchaser and Beneficial Purchaser understand and acknowledge that upon the issue of any Purchased Shares, all the certificates representing the Common Shares and the Warrants comprising the Purchased Shares, if the Common Shares issuable upon exercise of the Warrants are issued prior to the date which is four months and one day after the Closing Date, then the Common Shares issuable upon exercise of the Warrants, shall bear the following legend, which legend shall remain on the said certificates until compliance with the terms thereof: “UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS PLUS AND ONE DAY FROM AFTER THE CLOSING DATE].” Provided, that if the Purchaser or the Beneficial Purchaser, if any, is a U.S. Purchaser then, upon the issuance of the Securities, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable State Laws, the certificates representing the Common Shares comprising the Purchased Shares as well as the Common Shares issuable upon the exercise of the Warrants shall bear the following legend: “. NEITHER THIS CERTIFICATE NOR THE SECURITIES REPRESENTED HEREBY NOR ANY SECURITIES ISSUABLE UPON THE EXERCISE OF SUCH SECURITIES, NOR ANY INTEREST IN OR RIGHTS UNDER SAME, HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE ) OR UNDER THE SECURITIES LAWS OF ANY STATE, AND NEITHER THIS CERTIFICATE NOR THE SECURITIES REPRESENTED HEREBY NOR ANY SECURITIES ISSUABLE UPON THE EXERCISE OF SUCH SECURITIES, NOR ANY INTEREST IN OR RIGHTS UNDER SAME, MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY OR DISPOSED OF WITHOUT (A) TO THE COMPANYAN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) OUTSIDE RECEIPT BY THE CORPORATION OF AN ACCEPTABLE LEGAL OPINION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE CORPORATION OTHERWISE SATISFYING ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION .”, and the certificates representing the Shares and the Warrant Shares shall bear the following legend, which legend shall remain on the said certificates until compliance with the terms thereof, provided that if Warrant Shares are not issued within four months of the Closing Date the first and second paragraphs of the following legend shall not appear on the certificates representing the Warrant Shares: “UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDEROF 1933, IF AVAILABLEAS AMENDED, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWSSECURITIES LAW. NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) RECEIPT BY THE HOLDER HASCORPORATION OF AN ACCEPTABLE LEGAL OPINION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, PRIOR TO OR (C) THE CORPORATION OTHERWISE SATISFYING ITSELF THAT SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWSTRANSACTION IS EXEMPT FROM REGISTRATION.”; (hg) no person has made the first trade in any written or oral representations or undertakings: (i) that any person will resell or repurchase Canadian jurisdiction, with the Common Shares or the Warrants comprising the Units or the Common Shares issuable upon exercise exception of Quebec, of the Warrants; (ii) that any person will refund all or any of Securities acquired by the Purchase Price; or (iii) as to Purchaser may only be made in accordance with the future price or value of the Common Shares or the Warrants comprising the Purchased Shares;following rules: (i) the Corporation is and has been a reporting issuer in purchasing a jurisdiction of Canada for the Purchased Sharesfour months immediately preceding the trade; (ii) at least four months have elapsed from the distribution date of the Units; (iii) the certificates representing the Securities were issued carrying the legend as required in section 2.5(2)3(a) of MI 45-102; (iv) the trade is not a “control distribution” within the meaning of MI 45-102; (v) no unusual effort is made to prepare the market or to create a demand for the Securities; (vi) no extraordinary commission or other consideration is paid in respect of the trade, and (vii) if the Purchaser is an insider of the Corporation, the Purchaser and each Beneficial Purchaser, if any, has relied solely on this Subscription Agreement and not upon any verbal or written representation as no reasonable grounds to any fact or otherwise made by or on behalf of the Company or any employee, agent or affiliate thereof or any other person associated therewith; (j) believe that the Purchaser and each Beneficial Purchaser, if any, are solely responsible for obtaining such legal advice and tax advice as it considers appropriate is in connection with the execution, delivery and performance by them default of this Subscription Agreement and the completion of the transactions contemplated hereby; and (k) the Purchaser acknowledges that the Company may pay finder’s fees to eligible persons in connection with the Offeringany securities laws.

Purchaser’s Acknowledgements. The Purchaser acknowledges and each Beneficial Purchaser, if any, acknowledge and agree agrees that: (a) (i) no agency, securities commission, governmental authority, regulatory body, stock exchange or other entity has reviewed, passed on, made any finding or determination as to the merits of merit for investment inof, nor have any such agencies, securities commissions, or governmental authorities, regulatory bodies, stock exchanges or other entities authorities made any recommendation or endorsement with respect to the Shares Purchaser’s Units or the Offeringoffering thereof; (ii) there is no governmental government or other form of insurance covering the SharesPurchaser’s Units; and (iii) there are risks associated with the purchase of the Purchased SharesPurchaser’s Units; (b) the purchase of the Shares has not been or will not be (as applicable) made through, or as a result of, and the distribution of the Shares is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (c) no prospectus or other offering document has been filed by the Company Fund with a securities commission or other securities regulatory authority in any province of Canada, or any other jurisdiction in or outside of Canada in connection with the issue issuance of the SharesPurchaser’s Units, and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of Securities Laws and, as a result, in connection with its purchase of the Purchased Shares Purchaser’s Units hereunder, as applicable: (i) the Purchaser and each Beneficial Purchaser, if any, is restricted from using most of the protections, rights and remedies available under Securities Laws including, without limitation, statutory rights of rescission or damages; (ii) the Purchaser and each Beneficial Purchaser, if any, will not receive information that may otherwise be required to be provided to the Purchaser and each Beneficial Purchaser, if any, under applicable Securities Laws securities laws or contained in a prospectus prepared in accordance with applicable Securities Lawssecurities laws; (iii) certain protections, rights and remedies provided by the Company are Securities Laws, including statutory rights of rescission or damages, will not be available to the Purchaser; (iv) the Fund is relieved from certain obligations that would otherwise apply under such applicable Securities Lawssecurities laws; and (ivv) there are restrictions on the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants and it is the responsibility of the Purchaser and each Beneficial Purchaser, if any, to determine these restrictions and to comply with them before selling the Common Shares or the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants; (d) the Shares Units are being offered for sale only on a “private placement” basis;. (ec) all costs and expenses incurred by the Purchaser and each Beneficial Purchaser (including any fees and disbursements of legal counsel retained by the Purchaser and each Beneficial Purchaser) relating to the purchase of the Purchased Shares Purchaser’s Units shall be borne by the Purchaser; (f) the Purchaser acknowledges that neither the Company or any of its affiliates, related entities and associates, or any persons acting on their behalf, will in any circumstances be liable to the Purchaser or any Beneficial Purchaser under, or arising out of or in any way connected with this agreement for any indirect or consequential loss or damage whether arising in contract or tort (including for negligence or statutory duty); (gd) the Securities will be subject to certain resale restrictions under the Securities Laws and the Purchaser and each Beneficial Purchaser, if any, agree agrees to comply with such restrictions. The Purchaser and each Beneficial Purchaser, if any, also acknowledge acknowledges that they have it has been advised to consult their its own legal advisors with respect to applicable resale restrictions and that they are it is solely responsible (and the Company Fund is not in any no manner responsible) for complying with such restrictions. For purposes of complying with restrictions before selling the Securities Laws and National Instrument 45-102 Resale of Securities. (e) by executing this Subscription Agreement, the Purchaser and Beneficial Purchaser understand and acknowledge agrees that upon the issue of any Purchased Shares, all the certificates representing the Common Shares and the Warrants comprising the Purchased Shares, if the Common Shares issuable upon exercise Purchaser transfers any of the Warrants are issued prior Securities during the period commencing on the Closing Date to the date which that is four months and plus one day after from the Closing Date, then the Common Shares issuable upon exercise Purchaser will deliver to such subsequent transferee a written ownership statement that sets out the details of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM THE CLOSING DATE].” Provided, that if the Purchaser or the Beneficial Purchaser, if any, is a U.S. Purchaser then, upon the issuance applicable restricted period in respect of the Securities, Securities and until the legend endorsed on such time Securities as the same is no longer required under the applicable requirements set forth in paragraph 9(d) of the U.S. Securities Act or applicable State Laws, the certificates representing the Common Shares comprising the Purchased Shares as well as the Common Shares issuable upon the exercise of the Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.this Subscription Agreement (hf) no person has made any written or oral representations or undertakingsrepresentations: (i) that any person will resell or repurchase the Common Shares or the Warrants comprising the Units or the Common Shares issuable upon exercise of the WarrantsSecurities; (ii) that any person will refund all or any of the Purchase Price; or (iii) as to the future price or value of the Common Shares or the Warrants comprising the Purchased SharesSecurities; (ig) in purchasing the Purchased Shares, the Purchaser and each Beneficial Purchaser, if any, has relied solely on this Subscription Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Company or any employee, agent or affiliate thereof or any other person associated therewith; (j) the Purchaser and each Beneficial Purchaser, if any, are it is solely responsible for obtaining such legal advice and tax advice as it considers appropriate in connection with the execution, delivery and performance by them it of this Subscription Agreement and the completion of the transactions contemplated hereby; (h) the Fund may complete additional financings in the future subject to and in accordance with its constating documents and applicable Securities Laws; (i) the Purchaser acknowledges that this Subscription Agreement requires the Purchaser to provide certain personal information to the Fund. Such information is being collected by the Fund for the purposes of completing the proposed offering of the Units, which includes, without limitation, determining the Purchaser's eligibility to purchase the Purchaser’s Units under applicable Securities Laws, preparing and registering certificates or ownership statements under an electronic book entry system representing the Purchaser’s Units and completing filings required by the Securities Commissions. The Purchaser’s Personal Information may be disclosed by the Fund to: (i) stock exchanges or securities regulatory authorities, (ii) the Fund’s registrar and transfer agent, and (iii) any of the other parties involved in the Offering, including legal counsel, and may be included in record books in connection with the Offering. By executing this Subscription Agreement, the Purchaser acknowledges, agrees and consents to: (i) the disclosure of Personal Information to each of the Fund and the Securities Commissions; and (ii) the collection, use and disclosure of Personal Information by the Fund for corporate finance and shareholder communication purposes or such other purposes as are necessary to the Fund’s business. The Purchaser also consents to the filing of copies or originals of any of the Purchaser’s documents described in paragraph 3 hereof as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby; (j) the Purchaser acknowledges and agrees that the Fund will be required to provide to the Securities Commissions a list setting out the identities of the beneficial purchasers of the Units. Notwithstanding that the Purchaser may be purchasing Units as an agent on behalf of an undisclosed principal (if permissible under the relevant Securities Laws), the Purchaser agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Fund in order to comply with Securities Laws; and (k) the Purchaser acknowledges that Fund invests in securities of KiWi Private Credit Fund L.P. for which KiWi Genpar Incorporated is the Company may pay finder’s fees to eligible persons general partner. KiWi Genpar Incorporated is an associate of the Manager (who is also the trustee and the advisor for the Fund); and (l) in connection accordance with the Offeringexemptions contained in section 14.5.2(7) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (“NI 31-103”), the Manager acts as custodian of the Fund’s portfolio and there is no “qualified custodian” for the Fund as would otherwise be required by NI 31-103.

Purchaser’s Acknowledgements. The Purchaser and each Beneficial Purchaser, if any, acknowledge acknowledges and agree agrees that: (a) the securities of the Company are not listed or quoted on any exchange or market other than the listing of the Company's Fixed Shares and Floating Shares, respectively, on the CSE and the OTCQX, and the Company has no obligation to list or obtain quotation of its securities on any other exchange or market; (b) the Units and the underlying Notes and Warrants will not be listed or quoted on the CSE, the OTCQX or any other exchange or market; (c) investing in the Company involves a high degree of risk including, without limitation, the risk factors outlined in the Annual Report together with the following risks relating to the Offering and the Company’s business: (i) an investment in the Units is highly speculative given the uncertain nature of the Company’s business and its present stage of development; (ii) there is no assurance that the Company will be successful and the likelihood of success must be considered in light of the relatively early stage of its operations; (iii) the Notes represents a non-recourse unsecured obligation of the Company, other than its obligation to issue the Conversion Shares pursuant to the terms of the certificate(s) representing the Notes. Except if the Put Right is exercised and the transfer of the Notes is completed in accordance with the terms of the Put Agreement, the Notes will not represent a right or entitlement of the holder of payment of any amounts whatsoever by the Company, and without limiting the generality of the foregoing, the holder will have no claim to repayment of the principal amount of the Notes from the Company; rather, the Notes will only represents the right of the holder thereof receive Conversion Shares upon Automatic Conversion in accordance with its terms, prior to the Maturity Date and any such conversion of into Conversion Shares shall be the holders only recourse against the Company in respect of such principal amount outstanding and all other obligations. For greater certainty, and without limiting the previous sentence, upon the issuance of the Conversion Shares in accordance with the terms of the Notes, all obligations thereunder shall immediately and automatically be considered satisfied in full and such Notes shall be considered terminated without the requirement for any further action by, or notice to, any person. In the event that the Transaction has not closed on or prior to the Maturity Date, and the Put Right has not been exercised, the Notes shall represent a right to receive an indeterminate number of Fixed Shares so long as the Put Right remains unexercised. Prior to the exercise of the Put Right and the transfer of the Notes in accordance with the terms of the Put Agreement, nothing is intended to create, nor shall it be construed as creating, a payment obligation of the Company in respect of the Notes; and (iv) as the Company operates in the cannabis industry, the Company is subject to certain risk factors which could affect the business, prospects, financial position, financial condition or operating results of the Company including all of the risks and uncertainties relating to the Company as disclosed in its most recent base shelf prospectus, annual information form, management discussion & analysis and other public disclosure; (d) (i) no agency, securities commission, governmental authorityGovernmental Authority, regulatory body, stock exchange or other entity has reviewed, passed on, made any finding or determination as to the merits of investment in, nor have any such agencies, securities commissions, governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to the Shares Units or the Offering; (ii) there is no governmental or other form of insurance covering the SharesUnits; and (iii) there are risks associated with the purchase of the Purchased SharesUnits and the Purchaser and each Beneficial Purchaser, if any, is capable of bearing the economic risk of the investment; (be) the purchase of the Shares Purchased Securities has not been or will not be (as applicable) made through, or as a result of, and the distribution of the Shares Units is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (cf) no prospectus prospectus, registration statement or other offering document has been filed by the Company with a securities commission or other securities regulatory authority in any jurisdiction in or outside of Canada in connection with the issue of the SharesUnits, and such issuances are issuance is exempt from the prospectus requirements otherwise applicable under the provisions of Securities Laws and, as a result, in connection with its purchase of the Purchased Shares Securities hereunder, as applicable, except as otherwise provided herein: (i) the Purchaser and each Beneficial Purchaser, if any, is restricted from using most of the protections, rights and remedies available under Securities Laws including, without limitation, statutory rights of rescission or damages; (ii) the Purchaser and each Beneficial Purchaser, if any, will not receive information that may otherwise be required to be provided to the Purchaser and each Beneficial Purchaser, if any, Purchaser under applicable Securities Laws or contained in a prospectus prepared in accordance with applicable Securities Laws; (iii) the Company are is relieved from certain obligations that would otherwise apply under such applicable Securities Laws; (iv) the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement; and (ivv) there are restrictions on the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants Securities, and it is the responsibility of the Purchaser and each Beneficial Purchaser, if any, Purchaser to determine these restrictions and to comply with them before selling the Common Shares or the Warrants comprising the any Purchased Shares and the Common Shares issuable upon the exercise of the WarrantsSecurities; (dg) the Shares Purchased Securities are being offered for sale only on a “private placement” basis; (eh) all costs and expenses incurred by the Purchaser and each Beneficial Purchaser (including any fees and disbursements of legal counsel retained by Agent will receive a cash commission, on the Purchaser and each Beneficial Purchaser) relating Closing Date, equal to the purchase 4.5% of the Purchased Shares shall be borne by gross proceeds of the PurchaserOffering, together with a work fee of US$100,000; (fi) none of the Company’s counsel, DLA and Cozen, the Agent’s counsel, Stikeman and Xxxxx, nor the Purchaser’s counsel, TingleMerrett, assumes any responsibility or liability of any nature whatsoever for the accuracy or adequacy of any of the information furnished to the Purchaser in connection with the Offering or as to whether all information concerning the Company required to be disclosed by the Company has been generally disclosed; (j) the Purchaser acknowledges that neither none of the Company Company, the Agent, or any of its their respective affiliates, related entities and associates, or nor any persons acting on their behalf, will in any circumstances be liable to the Purchaser or any Beneficial Purchaser under, or arising out of or in any way connected with this agreement Subscription Agreement for any indirect indirect, special or consequential loss or damage whether arising in contract or tort tor (including for negligence or statutory duty); (gk) the Securities Notes, the Warrants, the Conversion Shares issuable upon the exercise of the Notes and the Warrant Shares issuable upon the exercise of the Warrants, will be subject to certain resale restrictions under the Securities Laws and the Purchaser and each Beneficial Purchaser, if any, agree agrees to comply with such restrictions. The Purchaser and each Beneficial Purchaser, if any, also acknowledge that they have it has been advised to consult their its own legal advisors with respect to applicable resale restrictions and that they are it is solely responsible (and neither the Company nor the Agent is not in any manner responsible) for complying with such restrictions. For purposes of complying with the Canadian Securities Laws and National Instrument 45-102 - Resale of Securities, the Purchaser and each Beneficial Purchaser Purchaser, if any, understand and acknowledge that upon all certificates or the issue relevant ownership statement under a direct registration system or other book-entry system or other form of any Purchased Shares, all the certificates written notice representing the Common Shares Notes and the Warrants comprising the Purchased Sharesand, if the Common Shares issuable upon exercise of the Warrants are issued prior to the date which that is four months and plus one day after the Closing Date, then the Common Conversion Shares issuable upon exercise of and the WarrantsWarrant Shares, shall bear a legend substantially in the following legendform, indicating that the resale of such securities is restricted: “UNLESS PERMITTED UNDER SECURITIES LEGISLATIONIn the event that the Company is required by applicable Securities Laws to provide written notice containing the foregoing legend to the beneficial purchaser of the Purchased Securities, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM THE CLOSING DATE].” Provided, that if the Purchaser or and each Beneficial Purchaser acknowledge that notice shall be deemed to have been given and received on the date on which such notice was delivered to the address of such Purchaser and/or Beneficial Purchaser, if any, is a U.S. Purchaser then, upon provided on the issuance of the Securities, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable State Laws, the certificates representing the Common Shares comprising the Purchased Shares as well as the Common Shares issuable upon the exercise of the Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWSface page hereof. (hl) except for the Purchaser’s right to put the Notes and the Warrants to Canopy USA pursuant to the Put Agreement (the “Put Right”), no person has made any written or oral representations or undertakings: (i) that any person will resell or repurchase the Common Notes, the Warrants, the Conversion Shares or the Warrants comprising the Units or the Common Shares issuable upon exercise of the WarrantsWarrant Shares; (ii) that any person will refund all or any of the Purchase Price; or (iii) as to the future price or value of the Common Notes, the Warrants, the Conversion Shares or the Warrants comprising the Purchased Shares; (i) in purchasing the Purchased Shares, the Purchaser and each Beneficial Purchaser, if any, has relied solely on this Subscription Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Company or any employee, agent or affiliate thereof or any other person associated therewith; (jm) the Purchaser and each Beneficial Purchaser, if any, are is solely responsible for obtaining such legal advice and tax advice as it considers appropriate in connection with the execution, delivery and performance by them it of this Subscription Agreement and the completion of the transactions contemplated hereby; (n) subject to compliance by the Company of its covenants provided herein, the Company may complete additional financings or in the future in order to develop the business of the Company and fund its ongoing development, and such future financings may have a dilutive effect on current securityholders of the Company, including the Purchaser, and there is no assurance that such financing will be available, on reasonable terms or at all, and if not available, the Company may be unable to fund its ongoing development; (o) each of DLA and Xxxxx is acting solely as counsel to the Company, and each of Stikeman and Xxxxx is acting solely as counsel to the Agent, and neither DLA, Xxxxx, Stikeman nor Xxxxx is acting as counsel to the Purchaser; (p) the Purchaser each Beneficial Purchaser, if any, by virtue of holding the Purchased Securities will not be a shareholder of the Company and will not be entitled to any right or interest in respect thereof (including voting rights or right to notice of meetings of shareholders of the Company); and (kq) the Purchaser acknowledges that may receive periodic updates with respect to the Company may pay finder’s fees and the Purchaser further consents to eligible persons in connection with receiving future email and other electronic communications from the OfferingCompany and its representatives.

Purchaser’s Acknowledgements. The Purchaser acknowledges and each Beneficial agrees that as the sale of the Purchaser’s Units will not be qualified by a prospectus, such sale is subject to the condition that the Purchaser (or, if anyapplicable, acknowledge any others for whom the Purchaser is contracting hereunder) sign and agree thatreturn to the Corporation all relevant documentation required by applicable Canadian and United States securities laws and the rules, regulations and policies of the Toronto Stock Exchange and the American Stock Exchange. The Purchaser acknowledges and agrees that the Corporation may be required to provide to applicable securities regulatory authorities the identities of the beneficial purchasers of the Units and will be required to provide the Toronto Stock Exchange the identities of all persons having a greater than 10% beneficial interest in the Purchaser. Notwithstanding that the Purchaser may be purchasing Units as an agent on behalf of an undisclosed principal, the Purchaser agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Corporation in order to comply with the foregoing. In addition, the Purchaser acknowledges: (a) (i) no agency, securities commission, governmental authority, regulatory body, stock exchange commission or other entity regulatory authority has reviewed, reviewed or passed on, made any finding or determination as to upon the merits of investment in, nor have any such agencies, securities commissions, governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to the Shares or the Offering; Securities; (iib) there is no governmental government or other form of insurance covering the Shares; and Securities; (iiic) there are risks risks, including those set forth in the Public Record, associated with the purchase of the Purchased SharesSecurities; (b) the purchase of the Shares has not been or will not be (as applicable) made through, or as a result of, and the distribution of the Shares is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (c) no prospectus or other offering document has been filed by the Company with a securities commission or other securities regulatory authority in any jurisdiction in or outside of Canada in connection with the issue of the Shares, and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of Securities Laws and, as a result, in connection with its purchase of the Purchased Shares hereunder, as applicable: (i) the Purchaser and each Beneficial Purchaser, if any, is restricted from using most of the protections, rights and remedies available under Securities Laws including, without limitation, statutory rights of rescission or damages; (ii) the Purchaser and each Beneficial Purchaser, if any, will not receive information that may otherwise be required to be provided to the Purchaser and each Beneficial Purchaser, if any, under applicable Securities Laws or contained in a prospectus prepared in accordance with applicable Securities Laws; (iii) the Company are relieved from certain obligations that would otherwise apply under such applicable Securities Laws; and (ivd) there are restrictions on the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants Securities and it is the responsibility of the Purchaser and each Beneficial Purchaserto find out what those restrictions (whether U.S., if any, to determine these restrictions Canadian or otherwise) are and to comply with them before selling the Common Shares or the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants; (d) the Shares are being offered for sale only on a “private placement” basisSecurities; (e) all costs and expenses incurred by the Corporation has advised the Purchaser and each Beneficial Purchaser (including any fees and disbursements of legal counsel retained by that it is relying on an exemption from the requirements under applicable securities laws to provide the Purchaser with a prospectus and each Beneficial Purchaser) relating to sell the purchase Securities through a person registered to sell securities under the applicable securities laws, and other applicable legislation, and that as a consequence of the Purchased Shares shall acquiring these securities pursuant to these exemptions, certain protections, including statutory rights of rescission or damages, will not be borne by available to the Purchaser; (f) none of the Purchaser acknowledges that neither the Company or any of its affiliates, related entities Securities to be issued and associates, or any persons acting on their behalf, will in any circumstances be liable delivered to the Purchaser or any Beneficial Purchaser underhereunder have been registered under the 1933 Act, or arising out of or in any way connected with this agreement for any indirect or consequential loss or damage whether arising in contract or tort (including for negligence or statutory duty); (g) and accordingly the Securities will be are subject to certain restrictions on transferability and resale restrictions and may not be offered, sold, gifted, pledged, hypothecated, transferred, assigned or otherwise disposed of unless registered under the Securities Laws and 1933 Act or pursuant to an exemption from the Purchaser and each Beneficial Purchaser, if any, agree to comply with such restrictionsregistration requirements of the 1933 Act. The Purchaser and each Beneficial Purchaser, if any, also acknowledge that they have been advised to consult their own legal advisors with respect to applicable resale restrictions and that they are solely responsible (and the Company is not in any manner responsible) for complying with such restrictions. For purposes of complying with the Securities Laws and National Instrument 45-102 Resale of Securities, the Purchaser and Beneficial Purchaser understand and acknowledge that upon the issue of any Purchased Shares, all the certificates representing the Common Shares and the Warrants comprising the Purchased Shares, if the Common Shares issuable upon exercise of the Warrants are issued prior to the date which is four months and one day after the Closing Date, then the Common Shares issuable upon exercise of the Warrants, shall bear the following legend, which legend shall remain on the said certificates until compliance with the terms thereof: “UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM AFTER THE CLOSING DATE].” Provided, that if the Purchaser or the Beneficial Purchaser, if any, is a U.S. Purchaser then, upon the issuance of the Securities, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable State Laws, the certificates representing the Common Shares comprising the Purchased Shares as well as the Common Shares issuable upon the exercise of the Warrants shall bear the following legend: “. NEITHER THIS CERTIFICATE NOR THE SECURITIES REPRESENTED HEREBY NOR ANY SECURITIES ISSUABLE UPON THE EXERCISE OF SUCH SECURITIES, NOR ANY INTEREST IN OR RIGHTS UNDER SAME, HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE ) OR UNDER THE SECURITIES LAWS OF ANY STATE, AND NEITHER THIS CERTIFICATE NOR THE SECURITIES REPRESENTED HEREBY NOR ANY SECURITIES ISSUABLE UPON THE EXERCISE OF SUCH SECURITIES, NOR ANY INTEREST IN OR RIGHTS UNDER SAME, MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY OR DISPOSED OF WITHOUT (A) TO THE COMPANYAN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) OUTSIDE RECEIPT BY THE CORPORATION OF AN ACCEPTABLE LEGAL OPINION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE CORPORATION OTHERWISE SATISFYING ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION .”, and the certificates representing the Shares and the Warrant Shares shall bear the following legend, which legend shall remain on the said certificates until compliance with the terms thereof, provided that if Warrant Shares are not issued within four months of the Closing Date the first paragraph of the following legend shall not appear on the certificates representing the Warrant Shares: “UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AFTER THE CLOSING DATE] THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDEROF 1933, IF AVAILABLEAS AMENDED, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWSSECURITIES LAW. NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) RECEIPT BY THE HOLDER HASCORPORATION OF AN ACCEPTABLE LEGAL OPINION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, PRIOR TO OR (C) THE CORPORATION OTHERWISE SATISFYING ITSELF THAT SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWSTRANSACTION IS EXEMPT FROM REGISTRATION.”; (hg) no person has made any written or oral representations or undertakings: (i) that any person will resell or repurchase the Common Shares or the Warrants comprising the Units or the Common Shares issuable upon exercise first trade in British Columbia of the Warrants; (ii) that any person will refund all or any of Securities acquired by the Purchase Price; or (iii) as to Purchaser may only be made in accordance with the future price or value of the Common Shares or the Warrants comprising the Purchased Shares;following rules: (i) the Corporation is and has been a reporting issuer in purchasing a jurisdiction of Canada for the Purchased Sharesfour months immediately preceding the trade; (ii) at least four months have elapsed from the distribution date of the Units; (iii) the certificates representing the Securities were issued carrying the legend as required in section 2.5(2)3(a) of Canadian Multilateral Instrument 45-102 Resale of Securities (“MI 45-102”); (iv) the trade is not a “control distribution” within the meaning of MI 45-102; (v) no unusual effort is made to prepare the market or to create a demand for the Securities; (vi) no extraordinary commission or other consideration is paid in respect of the trade, and (vii) if the Purchaser is an insider of the Corporation, the Purchaser and each Beneficial Purchaser, if any, has relied solely on this Subscription Agreement and not upon any verbal or written representation as no reasonable grounds to any fact or otherwise made by or on behalf of the Company or any employee, agent or affiliate thereof or any other person associated therewith; (j) believe that the Purchaser and each Beneficial Purchaser, if any, are solely responsible for obtaining such legal advice and tax advice as it considers appropriate is in connection with the execution, delivery and performance by them default of this Subscription Agreement and the completion of the transactions contemplated hereby; and (k) the Purchaser acknowledges that the Company may pay finder’s fees to eligible persons in connection with the Offeringany securities laws.

Purchaser’s Acknowledgements. The Purchaser and each Beneficial Purchaser, if any, acknowledge and agree that: (a) (i) no agency, securities commission, governmental authority, regulatory body, stock exchange or other entity has reviewed, passed on, made any finding or determination as to the merits of investment in, nor have any such agencies, securities commissions, governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to the Shares or the Offering; (ii) there is no governmental or other form of insurance covering the Shares; and (iii) there are risks associated with the purchase of the Purchased Shares; (b) the purchase of the Shares has not been or will not be (as applicable) made through, or as a result of, and the distribution of the Shares is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (c) no prospectus or other offering document has been filed by the Company with a securities commission or other securities regulatory authority in any jurisdiction in or outside of Canada in connection with the issue of the Shares, and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of Securities Laws and, as a result, in connection with its purchase of the Purchased Shares hereunder, as applicable: (i) the Purchaser and each Beneficial Purchaser, if any, is restricted from using most of the protections, rights and remedies available under Securities Laws including, without limitation, statutory rights of rescission or damages; (ii) the Purchaser and each Beneficial Purchaser, if any, will not receive information that may otherwise be required to be provided to the Purchaser and each Beneficial Purchaser, if any, under applicable Securities Laws or contained in a prospectus prepared in accordance with applicable Securities Laws; (iii) the Company are relieved from certain obligations that would otherwise apply under such applicable Securities Laws; and (iv) there are restrictions on the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants and it is the responsibility of the Purchaser and each Beneficial Purchaser, if any, to determine these restrictions and to comply with them before selling the Common Shares or the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the WarrantsShares; (d) the Shares are being offered for sale only on a “private placement” basis; (e) all costs and expenses incurred by the Purchaser and each Beneficial Purchaser (including any fees and disbursements of legal counsel retained by the Purchaser and each Beneficial Purchaser) relating to the purchase of the Purchased Shares shall be borne by the Purchaser; (f) the Purchaser acknowledges that neither the Company or any of its affiliates, related entities and associates, or any persons acting on their behalf, will in any circumstances be liable to the Purchaser or any Beneficial Purchaser under, or arising out of or in any way connected with this agreement for any indirect or consequential loss or damage whether arising in contract or tort (including for negligence or statutory duty); (g) the Securities will be subject to certain resale restrictions under the Securities Laws and the Purchaser and each Beneficial Purchaser, if any, agree to comply with such restrictions. The Purchaser and each Beneficial Purchaser, if any, also acknowledge that they have been advised to consult their own legal advisors with respect to applicable resale restrictions and that they are solely responsible (and the Company is not in any manner responsible) for complying with such restrictions. For purposes of complying with the Securities Laws and National Instrument 45-102 Resale of Securities, the Purchaser and Beneficial Purchaser understand and acknowledge that upon the issue of any Purchased Shares, all the certificates representing the Common Shares and the Warrants comprising the Purchased Shares, if the Common Shares issuable upon exercise of the Warrants are issued prior to the date which is four months and one day after the Closing Date, then the Common Shares issuable upon exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY THE SECURITIES MUST NOT TRADE THE SECURITY SECURITIES BEFORE [THE DATE THAT IS FOUR MONTHS PLUS ONE AND A DAY FROM AFTER THE LATER OF (A) THE CLOSING DATE], AND (B) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.” Provided, that if the Purchaser or the Beneficial Purchaser, if any, is a U.S. Purchaser then, upon the issuance of the Securities, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable State Laws, the certificates representing the Common Shares comprising the Purchased Shares as well as the Common Shares issuable upon the exercise of the Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS. (h) no person has made any written or oral representations or undertakings: (i) that any person will resell or repurchase the Common Shares or the Warrants comprising the Units or the Common Shares issuable upon exercise of the WarrantsShares; (ii) that any person will refund all or any of the Purchase Price; or ; (iii) as to the future price or value of the Common Shares; or (iv) that the Corporation is or will become a reporting issuer in any jurisdiction or that the Shares are or the Warrants comprising the Purchased Shares;will be listed on any exchange or trading platform. (i) in purchasing the Purchased Shares, the Purchaser and each Beneficial Purchaser, if any, has relied solely on this Subscription Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Company or any employee, agent or affiliate thereof or any other person associated therewith; (j) the Purchaser and each Beneficial Purchaser, if any, are solely responsible for obtaining such legal advice and tax advice as it considers appropriate in connection with the execution, delivery and performance by them of this Subscription Agreement and the completion of the transactions contemplated hereby; and; (k) the offer of the Shares does not constitute a recommendation to purchase the Shares or financial product advice and the Purchaser acknowledges that the Company has not had regard to the Purchaser’s particular objectives, financial situation or needs. (l) the Purchaser acknowledges may pay a finder’s fees fee to certain eligible persons finders in connection with the Offering. A finder may receive from a cash commission (the “Commission”) equal to up to the sum of 7.0% percent of the gross proceeds from the Offering attributable to such finder, and that number of finder’s warrants (the “Warrants”) equal to 7.0% of the number of shares sold in the Offering attributable to such finder. Each Warrant will entitle the holder to purchase one Share of the Corporation at a price of $0.47 per Share for a period of two years following the Closing Date. No other fee or compensation is payable by the Corporation in connection with the Offering; (m) other than as disclosed herein, there is no person acting or purporting to act in connection with the transactions contemplated herein who is entitled to any brokerage or finder’s fee.

Purchaser’s Acknowledgements. The Purchaser acknowledges and each Beneficial Purchaser, if any, acknowledge and agree agrees that: (a) (i) no agency, securities commission, governmental authority, regulatory body, stock exchange or other entity has reviewed, passed on, made any finding or determination as to the merits of merit for investment inof, nor have any such agencies, securities commissions, or governmental authorities, regulatory bodies, stock exchanges or other entities authorities made any recommendation or endorsement with respect to the Shares Purchaser’s Units or the Offeringoffering thereof; (ii) there is no governmental government or other form of insurance covering the SharesPurchaser’s Units; and (iii) there are risks associated with the purchase of the Purchased SharesPurchaser’s Units; (b) the purchase of the Shares has not been or will not be (as applicable) made through, or as a result of, and the distribution of the Shares is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (c) no prospectus or other offering document has been filed by the Company Fund with a securities commission or other securities regulatory authority in any province of Canada, or any other jurisdiction in or outside of Canada in connection with the issue issuance of the SharesPurchaser’s Units, and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of Securities Laws and, as a result, in connection with its purchase of the Purchased Shares Purchaser’s Units hereunder, as applicable: (i) the Purchaser and each Beneficial Purchaser, if any, is restricted from using most of the protections, rights and remedies available under Securities Laws including, without limitation, statutory rights of rescission or damages; (ii) the Purchaser and each Beneficial Purchaser, if any, will not receive information that may otherwise be required to be provided to the Purchaser and each Beneficial Purchaser, if any, under applicable Securities Laws securities laws or contained in a prospectus prepared in accordance with applicable Securities Lawssecurities laws; (iii) certain protections, rights and remedies provided by the Company are Securities Laws, including statutory rights of rescission or damages, will not be available to the Purchaser; (iv) the Fund is relieved from certain obligations that would otherwise apply under such applicable Securities Lawssecurities laws; and (ivv) there are restrictions on the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants and it is the responsibility of the Purchaser and each Beneficial Purchaser, if any, to determine these restrictions and to comply with them before selling the Common Shares or the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants; (d) the Shares Units are being offered for sale only on a “private placement” basis;. (ec) all costs and expenses incurred by the Purchaser and each Beneficial Purchaser (including any fees and disbursements of legal counsel retained by the Purchaser and each Beneficial Purchaser) relating to the purchase of the Purchased Shares Purchaser’s Units shall be borne by the Purchaser; (f) the Purchaser acknowledges that neither the Company or any of its affiliates, related entities and associates, or any persons acting on their behalf, will in any circumstances be liable to the Purchaser or any Beneficial Purchaser under, or arising out of or in any way connected with this agreement for any indirect or consequential loss or damage whether arising in contract or tort (including for negligence or statutory duty); (gd) the Securities will be subject to certain resale restrictions under the Securities Laws and the Purchaser and each Beneficial Purchaser, if any, agree agrees to comply with such restrictions. The Purchaser and each Beneficial Purchaser, if any, also acknowledge acknowledges that they have it has been advised to consult their its own legal advisors with respect to applicable resale restrictions and that they are it is solely responsible (and the Company Fund is not in any no manner responsible) for complying with such restrictions. For purposes of complying with restrictions before selling the Securities Laws and National Instrument 45-102 Resale of Securities. (e) by executing this Subscription Agreement, the Purchaser and Beneficial Purchaser understand and acknowledge agrees that upon the issue of any Purchased Shares, all the certificates representing the Common Shares and the Warrants comprising the Purchased Shares, if the Common Shares issuable upon exercise Purchaser transfers any of the Warrants are issued prior Securities during the period commencing on the Closing Date to the date which that is four months and plus one day after from the Closing Date, then the Common Shares issuable upon exercise Purchaser will deliver to such subsequent transferee a written ownership statement that sets out the details of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM THE CLOSING DATE].” Provided, that if the Purchaser or the Beneficial Purchaser, if any, is a U.S. Purchaser then, upon the issuance applicable restricted period in respect of the Securities, Securities and until the legend endorsed on such time Securities as the same is no longer required under the applicable requirements set forth in paragraph 9(d) of the U.S. Securities Act or applicable State Laws, the certificates representing the Common Shares comprising the Purchased Shares as well as the Common Shares issuable upon the exercise of the Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.this Subscription Agreement (hf) no person has made any written or oral representations or undertakingsrepresentations: (i) that any person will resell or repurchase the Common Shares or the Warrants comprising the Units or the Common Shares issuable upon exercise of the WarrantsSecurities; (ii) that any person will refund all or any of the Purchase Price; or (iii) as to the future price or value of the Common Shares or the Warrants comprising the Purchased SharesSecurities; (ig) in purchasing the Purchased Shares, the Purchaser and each Beneficial Purchaser, if any, has relied solely on this Subscription Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Company or any employee, agent or affiliate thereof or any other person associated therewith; (j) the Purchaser and each Beneficial Purchaser, if any, are it is solely responsible for obtaining such legal advice and tax advice as it considers appropriate in connection with the execution, delivery and performance by them it of this Subscription Agreement and the completion of the transactions contemplated hereby; and; (kh) the Fund may complete additional financings in the future subject to and in accordance with its constating documents and applicable Securities Laws; (i) the Purchaser acknowledges that this Subscription Agreement requires the Company Purchaser to provide certain personal information to the Fund. Such information is being collected by the Fund for the purposes of completing the proposed offering of the Units, which includes, without limitation, determining the Purchaser's eligibility to purchase the Purchaser’s Units under applicable Securities Laws, preparing and registering certificates or ownership statements under an electronic book entry system representing the Purchaser’s Units and completing filings required by the Securities Commissions. The Purchaser’s Personal Information may pay finderbe disclosed by the Fund to: (i) stock exchanges or securities regulatory authorities, (ii) the Fund’s fees to eligible persons registrar and transfer agent, and (iii) any of the other parties involved in the Offering, including legal counsel, and may be included in record books in connection with the Offering. By executing this Subscription Agreement, the Purchaser acknowledges, agrees and consents to: (i) the disclosure of Personal Information to each of the Fund and the Securities Commissions; and (ii) the collection, use and disclosure of Personal Information by the Fund for corporate finance and shareholder communication purposes or such other purposes as are necessary to the Fund’s business. The Purchaser also consents to the filing of copies or originals of any of the Purchaser’s documents described in paragraph 3 hereof as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby; and (j) the Purchaser acknowledges and agrees that the Fund will be required to provide to the Securities Commissions a list setting out the identities of the beneficial purchasers of the Units. Notwithstanding that the Purchaser may be purchasing Units as an agent on behalf of an undisclosed principal (if permissible under the relevant Securities Laws), the Purchaser agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Fund in order to comply with Securities Laws.

Purchaser’s Acknowledgements. The Purchaser and each Beneficial Purchaserbeneficial purchaser, if any, acknowledge for whom it is acting as trustee or agent, acknowledges and agree agrees that: (a) (i) no agency, securities commission, governmental authority, regulatory body, stock exchange or other entity has reviewed, passed on, made any finding or determination as to the merits of merit for investment inof, nor have any such agencies, securities commissions, agencies or governmental authorities, regulatory bodies, stock exchanges or other entities authorities made any recommendation or endorsement with respect to the Shares Purchaser’s Securities or the Offeringoffering thereof; (ii) there is no governmental government or other form of insurance covering the SharesPurchaser’s Securities; and (iii) there are risks associated with the purchase of the Purchased SharesPurchaser’s Securities; (b) the purchase of the Shares Purchaser’s Securities has not been or will not be (as applicable) made through, or as a result of, and the distribution of the Shares Purchaser’s Securities is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (c) no prospectus or other offering document has been filed by the Company with a securities commission or other securities regulatory authority in any province of Canada, or any other jurisdiction in or outside of Canada in connection with the issue issuance of the SharesPurchaser’s Securities or the Common Shares and Warrants issuable upon exercise thereof or the Warrant Shares issuable upon exercise of the Warrants, and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of Securities Laws and, as a result, in connection with its purchase of the Purchased Shares Purchaser’s Securities hereunder, as applicable: (i) the Purchaser and each Beneficial Purchaser, if any, is restricted from using most of the protections, rights and remedies available under Securities Laws including, without limitation, statutory rights of rescission or rescissionor damages; (ii) the Purchaser and each Beneficial Purchaser, if any, will not receive information that may otherwise be required to be provided to the Purchaser and each Beneficial Purchaser, if any, under applicable Securities Laws or contained in a prospectus prepared in accordance with applicable Securities Laws;; and (iii) the Company are is relieved from certain obligations that would otherwise apply under such applicable Securities Laws; and (iv) there are restrictions on the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants and it is the responsibility of the Purchaser and each Beneficial Purchaser, if any, to determine these restrictions and to comply with them before selling the Common Shares or the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants; (d) the Shares Purchaser’s Securities are being offered for sale only on a “private placement” basis; (e) the Underwriters will be paid the Underwriters’ Commission, which commission shall be paid to the Underwriters at Closing; (f) the Underwriters will be issued compensation warrants (the “Compensation Warrants”) exercisable to acquire an aggregate of 1,800,000 Units, subject to adjustment in certain events. The Compensation Warrants shall be exercisable for a period of 24 months following the Closing Date at an exercise price of $0.64 per Unit; (g) except as otherwise provided herein or in the Underwriting Agreement, all costs and expenses incurred by the Purchaser and each Beneficial Purchaser (including any fees and disbursements of legal counsel retained by the Purchaser and each Beneficial Purchaser) relating to the purchase of the Purchased Shares Purchaser’s Securities shall be borne solely by the Purchaser; (fh) none of the Purchaser acknowledges that neither Underwriters, their counsel, Xxxxxxxxx Dellelce LLP, or the Company’s counsel, Xxxxxxx Xxxxx & Xxxxxxxxx LLP, assume any responsibility or liability of any nature whatsoever for the accuracy or adequacy of any publicly available information concerning the Company or any as to whether all information concerning the Company required to be disclosed by the Company has been generally disclosed. The Purchaser, on its own behalf and on behalf of its affiliatesothers for whom the Purchaser is contracting hereunder, related entities and associateshas acknowledged that the decision to purchase the Purchaser’s Securities was made on the basis of currently available public information. The Underwriters, their counsel, Xxxxxxxxx Dellelce LLP, or any persons acting on their behalfthe Company’s counsel, will in any circumstances be liable Xxxxxxx Xxxxx & Xxxxxxxxx LLP, are entitled to the Purchaser or any Beneficial Purchaser under, or arising out benefit of or in any way connected with this agreement for any indirect or consequential loss or damage whether arising in contract or tort (including for negligence or statutory duty)subsection; (gi) the Purchaser’s Securities (and the Common Shares and Warrants issuable upon exercise thereof and the Warrant Shares issuable upon exercise of the Warrants) will be subject to certain resale restrictions under the Securities Laws and the Purchaser and each Beneficial Purchaser, if any, agree agrees to comply with such restrictions. The Purchaser and each Beneficial Purchaser, if any, also acknowledge acknowledges that they have it has been advised to consult their its own legal advisors with respect to applicable resale restrictions and that they are it is solely responsible (and neither the Company is not nor the Underwriters are in any manner responsible) for complying with such restrictions. For purposes of complying with the Securities Laws and National Instrument 45-102 Resale of Securities, the Purchaser and Beneficial Purchaser understand each beneficial purchaser, if any, for whom it is acting as trustee or agent, understands and acknowledge acknowledges that upon the issue issuance of any Purchased Sharesthe Purchaser’s Securities, all the certificates representing the Purchaser’s Securities, as well as all certificates representing the Common Shares and Warrants issuable upon exercise thereof and all certificates representing the Warrants comprising the Purchased Shares, if the Common Warrant Shares issuable upon exercise of the Warrants that are issued prior to the date which that is four months and plus one day after from the Closing Date, then the Common Shares issuable upon exercise of the Warrants, shall bear a legend substantially in the following legendform: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM THE CLOSING DATE].” Provided, that if the Purchaser or the Beneficial Purchaser, if any, is a U.S. Purchaser then, upon the issuance of the Securities, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable State Laws, the certificates representing the Common Shares comprising the Purchased Shares as well as the Common Shares issuable upon the exercise of the Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS. (h) no person has made any written or oral representations or undertakings: (i) that any person will resell or repurchase the Common Shares or the Warrants comprising the Units or the Common Shares issuable upon exercise of the Warrants; (ii) that any person will refund all or any of the Purchase Price; or (iii) as to the future price or value of the Common Shares or the Warrants comprising the Purchased Shares; (i) in purchasing the Purchased Shares, the Purchaser and each Beneficial Purchaser, if any, has relied solely on this Subscription Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Company or any employee, agent or affiliate thereof or any other person associated therewith; (j) the Purchaser and each Beneficial Purchaser(and, if anyapplicable, are others for whom it is contracting hereunder) is solely responsible for obtaining such legal advice and tax advice as it considers appropriate in connection with the execution, delivery and performance by them it of this Subscription Agreement and the completion of the transactions contemplated hereby; and (k) the Purchaser acknowledges that the Company may pay finder’s fees to eligible persons be considered a connected issuer of the Lead Underwriter within the meaning of National Instrument 33-105 —Underwriting Conflicts in connection with the Offering. The Lead Underwriter has advised the Company in connection with the Acquisition and will receive a fee upon the successful completion of such Acquisition, a condition precedent of which is the closing of the Offering.

Purchaser’s Acknowledgements. The Purchaser acknowledges and each Beneficial Purchaser, if any, acknowledge and agree agrees that: (a) (i) no agency, securities commission, governmental authority, regulatory body, stock exchange or other entity has reviewed, passed on, made any finding or determination as to the merits of merit for investment inof, nor have any such agencies, securities commissions, or governmental authorities, regulatory bodies, stock exchanges or other entities authorities made any recommendation or endorsement with respect to the Shares Class I Units or the Offeringoffering thereof; (ii) there is no governmental government or other form of insurance covering the SharesClass I Units; and (iii) there are risks associated with the purchase of the Purchased SharesClass I Units; (b) the purchase of the Shares has not been or will not be (as applicable) made through, or as a result of, and the distribution of the Shares is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (c) no prospectus or other offering document has been filed by the Company Fund with a securities commission or other securities regulatory authority in any province of Canada, or any other jurisdiction in or outside of Canada in connection with the issue issuance of the SharesClass I Units, and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of Securities Laws and, as a result, in connection with its purchase of the Purchased Shares Class I Units hereunder, as applicable: (i) the Purchaser and each Beneficial Purchaser, if any, is restricted from using most of the protections, rights and remedies available under Securities Laws including, without limitation, statutory rights of rescission or damagesLaws; (ii) the Purchaser and each Beneficial Purchaser, if any, will not receive information that may otherwise be required to be provided to the Purchaser and each Beneficial Purchaser, if any, under applicable Securities Laws securities laws or contained in a prospectus prepared in accordance with applicable Securities Lawssecurities laws; (iii) the Company are Fund is relieved from certain obligations that would otherwise apply under such applicable Securities Lawssecurities laws; and (iv) there are restrictions on the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants and it is the responsibility of the Purchaser and each Beneficial Purchaser, if any, to determine these restrictions and to comply with them before selling the Common Shares or the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants; (d) the Shares Class I Units are being offered for sale only on a “private placement” basis. (c) the Fund is not an investment fund under Securities Laws and as a result is not subject to laws and regulations that apply to investment funds; (ed) all costs and expenses incurred by the Purchaser and each Beneficial Purchaser (including any fees and disbursements of legal counsel retained by the Purchaser and each Beneficial Purchaser) relating to the purchase of the Purchased Shares Class I Units shall be borne by the Purchaser; (fe) the Purchaser acknowledges that neither the Company or any of its affiliates, related entities and associates, or any persons acting on their behalf, will in any circumstances be liable to the Purchaser or any Beneficial Purchaser under, or arising out of or in any way connected with this agreement for any indirect or consequential loss or damage whether arising in contract or tort (including for negligence or statutory duty); (g) the Securities Class I Units will be subject to certain resale restrictions under the Securities Laws and the Purchaser and each Beneficial Purchaser, if any, agree agrees to comply with such restrictions. The Purchaser and each Beneficial Purchaser, if any, also acknowledge acknowledges that they have it has been advised to consult their its own legal advisors with respect to applicable resale restrictions and that they are it is solely responsible (and the Company Fund is not in any no manner responsible) for complying with such restrictions. For purposes of complying with restrictions before selling the Securities Laws and National Instrument 45-102 Resale of Securities, the Purchaser and Beneficial Purchaser understand and acknowledge that upon the issue of any Purchased Shares, all the certificates representing the Common Shares and the Warrants comprising the Purchased Shares, if the Common Shares issuable upon exercise of the Warrants are issued prior to the date which is four months and one day after the Closing Date, then the Common Shares issuable upon exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM THE CLOSING DATE].” Provided, that if the Purchaser or the Beneficial Purchaser, if any, is a U.S. Purchaser then, upon the issuance of the Securities, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable State Laws, the certificates representing the Common Shares comprising the Purchased Shares as well as the Common Shares issuable upon the exercise of the Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.Class I Units; (hf) no person has made any written or oral representations or undertakingsrepresentations: (i) that any person will resell or repurchase the Common Shares or the Warrants comprising the Units or the Common Shares issuable upon exercise of the WarrantsClass I Units; (ii) that any person will refund all refund, or not require payment of, any portion of the Purchase PriceAggregate Subscription Amount; or (iii) as to the future price or value of the Common Shares or the Warrants comprising the Purchased SharesClass I Units; (ig) in purchasing the Purchased Shares, the Purchaser and each Beneficial Purchaser, if any, has relied solely on this Subscription Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Company or any employee, agent or affiliate thereof or any other person associated therewith; (j) the Purchaser and each Beneficial Purchaser, if any, are it is solely responsible for obtaining such legal advice and tax advice as it considers appropriate in connection with the execution, delivery and performance by them it of this Subscription Agreement and the completion of the transactions contemplated hereby; and; (kh) the Fund may complete additional offerings in the future subject to and in accordance with its constating documents and applicable Securities Laws; (i) this Subscription Agreement requires the Purchaser acknowledges that to provide certain personal information to the Company Fund. Such information is being collected by the Fund for the purposes of completing the proposed offering of the Class I Units, which includes, without limitation, determining the Purchaser's eligibility to purchase the Class I Units under applicable Securities Laws, preparing and registering certificates or ownership statements under an electronic book entry system representing the Class I Units and completing filings required by the Securities Commissions. The Purchaser’s Personal Information may pay finderbe disclosed by the Fund to: (i) stock exchanges or securities regulatory authorities, (ii) the Fund’s fees to eligible persons registrar and transfer agent, and (iii) any of the other parties involved in the Offering, including legal counsel, and may be included in record books in connection with the Offering. By executing this Subscription Agreement, the Purchaser acknowledges, agrees and consents to the disclosure of Personal Information to each of the Fund, the Securities Commissions and other parties set out herein. The Purchaser also consents to the filing of copies or originals of any of the Purchaser’s documents described in paragraph 3 hereof as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby; (j) that the Fund will be required to provide to the Securities Commissions a list setting out the identities of the beneficial purchasers of the Class I Units. Notwithstanding that the Purchaser may be purchasing Class I Units as an agent on behalf of an undisclosed principal (if permissible under the relevant Securities Laws), the Purchaser agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Fund in order to comply with Securities Laws. The Purchaser may contact the public officials listed on Schedule F with respect to questions about the security regulatory authority's or regulator' indirect collection of such information; (k) None of CBRE Group Inc., CBRE Global Investors, LLC, CBRE Global Investment Partners Limited or any of their affiliates (“CBRE Group”) is responsible for the organization, operation and management of the Fund or the Purchaser; (l) the Purchaser is subscribing for Class I Units of the Fund and it will not be a direct investor in the Global Alpha Sub-Fund or in any affiliate of the CBRE Group and will have no contractual relationship with or direct recourse against the Global Alpha Sub-Fund or in any affiliate of the CBRE Group; (m) it waives all rights to (and agrees not to) bring any direct suit or claim (either individually or derivatively on behalf of the Fund) against any CBRE Party; and (n) that no CBRE Party owes any direct contractual, fiduciary or other duty to it and is not its fiduciary, in each case to the maximum extent permitted by applicable law.

Purchaser’s Acknowledgements. The Purchaser acknowledges and each Beneficial Purchaser, if any, acknowledge and agree agrees that: (a) (i) no agency, securities commission, governmental authority, regulatory body, stock exchange or other entity has reviewed, passed on, made any finding or determination as to the merits of merit for investment inof, nor have any such agencies, securities commissions, or governmental authorities, regulatory bodies, stock exchanges or other entities authorities made any recommendation or endorsement with respect to the Shares Class F Units or the Offeringoffering thereof; (ii) there is no governmental government or other form of insurance covering the SharesClass F Units; and (iii) there are risks associated with the purchase of the Purchased SharesClass F Units; (b) the purchase of the Shares has not been or will not be (as applicable) made through, or as a result of, and the distribution of the Shares is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (c) no prospectus or other offering document has been filed by the Company Fund with a securities commission or other securities regulatory authority in any province of Canada, or any other jurisdiction in or outside of Canada in connection with the issue issuance of the SharesClass F Units, and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of Securities Laws and, as a result, in connection with its purchase of the Purchased Shares Class F Units hereunder, as applicable: (i) the Purchaser and each Beneficial Purchaser, if any, is restricted from using most of the protections, rights and remedies available under Securities Laws including, without limitation, statutory rights of rescission or damagesLaws; (ii) the Purchaser and each Beneficial Purchaser, if any, will not receive information that may otherwise be required to be provided to the Purchaser and each Beneficial Purchaser, if any, under applicable Securities Laws securities laws or contained in a prospectus prepared in accordance with applicable Securities Lawssecurities laws; (iii) the Company are Fund is relieved from certain obligations that would otherwise apply under such applicable Securities Lawssecurities laws; and (iv) there are restrictions on the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants and it is the responsibility of the Purchaser and each Beneficial Purchaser, if any, to determine these restrictions and to comply with them before selling the Common Shares or the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants; (d) the Shares Class F Units are being offered for sale only on a “private placement” basis. (c) the Fund is not an investment fund under Securities Laws and as a result is not subject to laws and regulations that apply to investment funds; (ed) all costs and expenses incurred by the Purchaser and each Beneficial Purchaser (including any fees and disbursements of legal counsel retained by the Purchaser and each Beneficial Purchaser) relating to the purchase of the Purchased Shares Class F Units shall be borne by the Purchaser; (fe) the Purchaser acknowledges that neither the Company or any of its affiliates, related entities and associates, or any persons acting on their behalf, will in any circumstances be liable to the Purchaser or any Beneficial Purchaser under, or arising out of or in any way connected with this agreement for any indirect or consequential loss or damage whether arising in contract or tort (including for negligence or statutory duty); (g) the Securities Class F Units will be subject to certain resale restrictions under the Securities Laws and the Purchaser and each Beneficial Purchaser, if any, agree agrees to comply with such restrictions. The Purchaser and each Beneficial Purchaser, if any, also acknowledge acknowledges that they have it has been advised to consult their its own legal advisors with respect to applicable resale restrictions and that they are it is solely responsible (and the Company Fund is not in any no manner responsible) for complying with such restrictions. For purposes of complying with restrictions before selling the Securities Laws and National Instrument 45-102 Resale of Securities, the Purchaser and Beneficial Purchaser understand and acknowledge that upon the issue of any Purchased Shares, all the certificates representing the Common Shares and the Warrants comprising the Purchased Shares, if the Common Shares issuable upon exercise of the Warrants are issued prior to the date which is four months and one day after the Closing Date, then the Common Shares issuable upon exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM THE CLOSING DATE].” Provided, that if the Purchaser or the Beneficial Purchaser, if any, is a U.S. Purchaser then, upon the issuance of the Securities, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable State Laws, the certificates representing the Common Shares comprising the Purchased Shares as well as the Common Shares issuable upon the exercise of the Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.Class F Units; (hf) no person has made any written or oral representations or undertakingsrepresentations: (i) that any person will resell or repurchase the Common Shares or the Warrants comprising the Units or the Common Shares issuable upon exercise of the WarrantsClass F Units; (ii) that any person will refund all or any of the Purchase PriceAggregate Subscription Amount; or (iii) as to the future price or value of the Common Shares or the Warrants comprising the Purchased SharesClass F Units; (ig) in purchasing the Purchased Shares, the Purchaser and each Beneficial Purchaser, if any, has relied solely on this Subscription Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Company or any employee, agent or affiliate thereof or any other person associated therewith; (j) the Purchaser and each Beneficial Purchaser, if any, are it is solely responsible for obtaining such legal advice and tax advice as it considers appropriate in connection with the execution, delivery and performance by them it of this Subscription Agreement and the completion of the transactions contemplated hereby; and; (kh) the Fund may complete additional offerings in the future subject to and in accordance with its constating documents and applicable Securities Laws; (i) that this Subscription Agreement requires the Purchaser acknowledges that to provide certain personal information to the Company Fund. Such information is being collected by the Fund for the purposes of completing the proposed offering of the Class F Units, which includes, without limitation, determining the Purchaser's eligibility to purchase the Class F Units under applicable Securities Laws, preparing and registering certificates or ownership statements under an electronic book entry system representing the Class F Units and completing filings required by the Securities Commissions. The Purchaser’s Personal Information may pay finderbe disclosed by the Fund to: (i) stock exchanges or securities regulatory authorities, (ii) the Fund’s fees to eligible persons registrar and transfer agent, and (iii) any of the other parties involved in the Offering, including legal counsel, and may be included in record books in connection with the Offering. By executing this Subscription Agreement, the Purchaser acknowledges, agrees and consents to the disclosure of Personal Information to each of the Fund, the Securities Commissions and other parties set out herein. The Purchaser also consents to the filing of copies or originals of any of the Purchaser’s documents described in paragraph 3 hereof as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby; (j) that the Fund will be required to provide to the Securities Commissions a list setting out the identities of the beneficial purchasers of the Class F Units. Notwithstanding that the Purchaser may be purchasing Class F Units as an agent on behalf of an undisclosed principal (if permissible under the relevant Securities Laws), the Purchaser agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Fund in order to comply with Securities Laws. The Purchaser may contact the public officials listed on Schedule D with respect to questions about the security regulatory authority's or regulator' indirect collection of such information; (k) None of CBRE Group Inc., CBRE Global Investors, LLC, CBRE Global Investment Partners Limited or any of their affiliates (“CBRE Group”) is responsible for the organization, operation and management of the Fund or the Purchaser; (l) the Purchaser is subscribing for Class F Units of the Fund and it will not be a direct investor in the Global Alpha Sub-Fund or in any affiliate of the CBRE Group and will have no contractual relationship with or direct recourse against the Global Alpha Sub-Fund or in any affiliate of the CBRE Group; (m) it waives all rights to (and agrees not to) bring any direct suit or claim (either individually or derivatively on behalf of the Fund) against any CBRE Party; and (n) that no CBRE Party owes any direct contractual, fiduciary or other duty to it and is not its fiduciary, in each case to the maximum extent permitted by applicable law.

Purchaser’s Acknowledgements. The Purchaser and each Beneficial Purchaser, if any, acknowledge and agree Each of the Purchasers acknowledges that: (a) (i) no agency, securities commission, governmental authority, regulatory body, stock exchange or other entity has reviewed, passed on, made any finding or determination as to the merits of investment in, nor have any such agencies, securities commissions, governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to the Shares or the Offering; (ii) there is no governmental or other form of insurance covering the Shares; and (iii) there are risks associated with the purchase of the Purchased Preferred Shares and the Underlying Subordinate Voting Shares, and such Purchaser is capable of assessing the merits and risks of its investment in the Company and the purchase of the Preferred Shares and has had access to all information regarding the Company necessary to be able to make that assessment; (b) the purchase Preferred Shares shall be subject to the transfer restrictions as set forth in the Articles of Amendment; provided that the Company hereby irrevocably consents to any transfer of Preferred Shares to an affiliate of the Shares has not been Purchaser for so long as such entity remains an affiliate of the Purchaser or will is managed, advised or controlled by HPS or a Purchaser or one of their respective affiliates and any consent of the Company with respect to a transfer as set forth in the Articles of Amendment shall not be (as applicable) made throughunreasonably withheld, conditioned or as a result of, and the distribution of the Shares is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertisingdelayed; (c) no prospectus or other offering document has been filed by the Company is relying on an exemption from the requirements to provide the Purchaser with a securities commission or other securities regulatory authority in any jurisdiction in or outside of Canada in connection with the issue prospectus and as a result of the Shares, and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of Securities Laws and, as a result, in connection with its purchase Purchaser’s acquisition of the Purchased Preferred Shares hereunderand the Underlying Subordinate Voting Shares pursuant to such exemption, as applicable: (i) the Purchaser and each Beneficial Purchaser, if any, is restricted from using most of the certain protections, rights and remedies available under provided by applicable Securities Laws includingLaws, without limitation, including statutory rights of rescission or damages; (ii) the Purchaser and each Beneficial Purchaser, if any, will not receive information that may otherwise be required to be provided available to the Purchaser and each Beneficial Purchaser, if any, under applicable Securities Laws or contained in a prospectus prepared in accordance with applicable Securities Laws; (iii) the Company are relieved from certain obligations that would otherwise apply under such applicable Securities Laws; and (iv) there are restrictions on the Purchaser’s ability to resell the Common Shares and the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants and it is the responsibility of the Purchaser and each Beneficial Purchaser, if any, to determine these restrictions and to comply with them before selling the Common Shares or the Warrants comprising the Purchased Shares and the Common Shares issuable upon the exercise of the Warrants; (d) no United States federal or state agency, or any other government or governmental agency or stock exchange, including any Canadian Securities Regulator, the SEC or stock exchanges, has passed on or made any recommendation or endorsement of the Preferred Shares, the merits of the offering of the Preferred Shares are being offered for sale only on a “private placement” basis;in connection with this Agreement, or the fairness or suitability of the investment in the Preferred Shares; and (e) the Company may be required to file a report of trade with all costs applicable Canadian Securities Regulators containing information about the Purchaser. This report of trade will include for each purchaser resident in Canada the full name, address and expenses incurred telephone number, the number and type of purchased securities, the Purchase Price, the date of the Closing and the prospectus and registration exemption relied upon under Canadian Securities Laws to complete such purchase. In Ontario, this information is collected indirectly by the Purchaser Ontario Securities Commission under the authority granted to it under, and each Beneficial Purchaser (including any fees and disbursements of legal counsel retained by for the Purchaser and each Beneficial Purchaser) relating to the purchase purposes of the Purchased Shares shall be borne by administration and enforcement of, the Purchaser; (f) the Purchaser acknowledges that neither the Company or any of its affiliates, related entities and associates, or any persons acting on their behalf, will securities legislation in any circumstances be liable to the Purchaser or any Beneficial Purchaser under, or arising out of or in any way connected with this agreement for any indirect or consequential loss or damage whether arising in contract or tort (including for negligence or statutory duty); (g) the Securities will be subject to certain resale restrictions under the Securities Laws and the Purchaser and each Beneficial Purchaser, if any, agree to comply with such restrictionsOntario. The Purchaser and each Beneficial Purchasermay contact the Inquiries Officer at the Ontario Securities Commission at 00 Xxxxx Xxxxxx Xxxx, if any00xx Xxxxx, Xxxxxxx, Xxxxxxx, X0X 0X0 or by telephone at (000) 000-0000 for more information regarding the indirect collection of such information by the Ontario Securities Commission. The Company may also acknowledge that they have been advised be required pursuant to consult their own legal advisors with respect to applicable resale restrictions and that they are solely responsible (and the Company is not in any manner responsible) for complying with such restrictions. For purposes of complying with the Canadian Securities Laws and National Instrument 45-102 Resale of Securitiesto file this Agreement on SEDAR. By completing this Agreement, the Purchaser and Beneficial Purchaser understand and acknowledge that upon authorizes the issue of any Purchased Shares, all the certificates representing the Common Shares and the Warrants comprising the Purchased Shares, if the Common Shares issuable upon exercise indirect collection of the Warrants are issued prior information described in this Section 11(e) by all applicable Canadian Securities Regulators and consents to the date which is four months and one day after disclosure of such information to the Closing Date, then the Common Shares issuable upon exercise of the Warrants, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM THE CLOSING DATE].” Provided, that if the Purchaser or the Beneficial Purchaser, if any, is a U.S. Purchaser then, upon the issuance of the Securities, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable State Laws, the certificates representing the Common Shares comprising the Purchased Shares as well as the Common Shares issuable upon the exercise of the Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY public through (i) RULE 144 OR the filing of a report of trade with all applicable regulators and (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS. (h) no person has made any written or oral representations or undertakings: (i) that any person will resell or repurchase the Common Shares or the Warrants comprising the Units or the Common Shares issuable upon exercise of the Warrants; (ii) that any person will refund all or any of the Purchase Price; or (iii) as to the future price or value of the Common Shares or the Warrants comprising the Purchased Shares; (i) in purchasing the Purchased Shares, the Purchaser and each Beneficial Purchaser, if any, has relied solely on this Subscription Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the Company or any employee, agent or affiliate thereof or any other person associated therewith; (j) the Purchaser and each Beneficial Purchaser, if any, are solely responsible for obtaining such legal advice and tax advice as it considers appropriate in connection with the execution, delivery and performance by them filing of this Subscription Agreement and the completion of the transactions contemplated hereby; and (k) the Purchaser acknowledges that the Company may pay finder’s fees to eligible persons in connection with the Offeringon SEDAR.