Common use of Purchasers Clause in Contracts

Purchasers. o All Purchasers resident of or otherwise subject to the securities laws of the United States (as defined herein) must complete and sign the Accredited Investor Certificate for All Accredited Investors attached hereto as Schedule ”A”. o All Purchasers resident of or otherwise subject to the securities laws of the United States (as defined herein), must also complete and sign the United States Accredited Investor Certificate attached hereto as Schedule “C”. The purpose of the form is to determine whether you meet the standards for participation in a private placement under the U.S. Securities Act (as defined herein). Please return this executed Subscription Agreement and all applicable Schedules together with payment as described herein to the Company as follows: Arras Minerals Corp. 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxx, X.X. X0X 0X0 Attention: Xxxxxxxxxxx Xxxxxxxx, Chief Financial Officer Email: xxxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx. TO: ARRAS MINERALS CORP. The undersigned (referred to herein as the “Purchaser”), hereby irrevocably subscribes to purchase from Arras Minerals Corp. (the “Company”) the number of common shares (the “Purchased Shares”) set out below for a subscription price of $0.50 per Common Share (the “Offering”). This subscription plus the attached terms and conditions (the “Terms and Conditions”), completed and executed Subscriber Certificates (as defined in the Terms and Conditions) and the appendices attached hereto and thereto, are collectively referred to as the “Subscription Agreement”. The Purchaser agrees to be bound by the Terms and Conditions and agrees that the Company may rely upon the covenants, representations and warranties of the Purchaser contained in the Subscription Agreement. ________________________________________________ Name of Purchaser (please print) ________________________________________________ Name By: __________________________________________Authorized Signature ________________________________________________ Account Reference, if applicable ________________________________________________ Official Capacity or Title (please print) ________________________________________________ ________________________________________________ ________________________________________________ (Please print name of signatory if different from the name of the Purchaser printed above.) ________________________________________________ Address, including postal code Purchaser’s Address, including province: Delivery Instructions (if different): ________________________________________________ ________________________________________________ Name ________________________________________________ Account Reference, if applicable Telephone Number: ____________________________ ________________________________________________ Fax Number: __________________________________ ________________________________________________ E-mail Address: _______________________________ ________________________________________________ Address, including postal code ________________________________________________ Telephone Number Name and Address of beneficial purchaser (“Beneficial Purchaser”) (if not the same as Purchaser): ____________________________________________ (Name of Beneficial Purchaser) ____________________________________________ (Beneficial Purchaser’s Residential Address) ____________________________________________ ____________________________________________ (Beneficial Purchaser’s Telephone Number) Present Ownership of Securities The Purchaser either [check appropriate box]: ☐ owns, directly or indirectly, or exercises control or direction over, no Common Shares or securities convertible into Common Shares; or ☐ owns, directly or indirectly, or exercises control or direction over, Common Shares and convertible securities entitling the Purchaser to acquire an additional Common Shares. Insider Status The Purchaser either [check appropriate box]: ☐ is an “Insider” of the Company as defined in the applicable Canadian securities law, namely: (a) a director or an officer of the Company; (b) a director or an officer of a person that is itself an insider or subsidiary of the Company; (c) a person that has (i) direct or indirect beneficial ownership of; (ii) control or direction over; or (iii) a combination of direct or indirect beneficial ownership of and of control or direction over securities of the Company carrying more than 10% of the voting rights attached to all the Company’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person as underwriter in the course of a distribution; or (d) the Company itself, if it has purchased, redeemed or otherwise acquired any securities of its own issue, for so long as it continues to hold those securities; or ☐ is not an Insider of the Company. Registrant Status The Purchaser either [check appropriate box]: ☐ is a “registrant” as defined under applicable Canadian securities law: “registrant” means a person registered or required to be registered under applicable Canadian securities law, or ☐ is not a “registrant”.

Purchasers. o All Purchasers resident of or otherwise subject Notwithstanding anything to the securities laws of the United States (as defined herein) must complete and sign the Accredited Investor Certificate for All Accredited Investors attached hereto as Schedule ”A”. o All Purchasers resident of or otherwise subject to the securities laws of the United States (as defined herein)contrary in this Agreement, must also complete and sign the United States Accredited Investor Certificate attached hereto as Schedule “C”. The purpose of the form is to determine whether you meet the standards for participation in a private placement under the U.S. Securities Act (as defined herein). Please return this executed Subscription Agreement and all applicable Schedules together with payment as described herein to the Company as follows: Arras Minerals Corp. 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxx, X.X. X0X 0X0 Attention: Xxxxxxxxxxx Xxxxxxxx, Chief Financial Officer Email: xxxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx. TO: ARRAS MINERALS CORP. The undersigned (referred to herein as the “Purchaser”), hereby irrevocably subscribes to purchase from Arras Minerals Corp. (the “Company”) the number of common shares (the “Purchased Shares”) set out below for a subscription price of $0.50 per Common Share (the “Offering”). This subscription plus the attached terms and conditions (the “Terms and Conditions”), completed and executed Subscriber Certificates (as defined in the Terms and Conditions) and the appendices attached hereto and thereto, are collectively referred to as the “Subscription Agreement”. The Purchaser agrees to be bound by the Terms and Conditions and agrees that the Company may rely upon the covenants, representations and warranties of the Purchaser contained in the Subscription Agreement. ________________________________________________ Name of Purchaser (please print) ________________________________________________ Name By: __________________________________________Authorized Signature ________________________________________________ Account Reference, if applicable ________________________________________________ Official Capacity or Title (please print) ________________________________________________ ________________________________________________ ________________________________________________ (Please print name of signatory if different from the name of the Purchaser printed above.) ________________________________________________ Address, including postal code Purchaser’s Address, including province: Delivery Instructions (if different): ________________________________________________ ________________________________________________ Name ________________________________________________ Account Reference, if applicable Telephone Number: ____________________________ ________________________________________________ Fax Number: __________________________________ ________________________________________________ E-mail Address: _______________________________ ________________________________________________ Address, including postal code ________________________________________________ Telephone Number Name and Address of beneficial purchaser (“Beneficial Purchaser”) (if not the same as Purchaser): ____________________________________________ (Name of Beneficial Purchaser) ____________________________________________ (Beneficial Purchaser’s Residential Address) ____________________________________________ ____________________________________________ (Beneficial Purchaser’s Telephone Number) Present Ownership of Securities The Purchaser either [check appropriate box]: ☐ owns, directly or indirectly, or exercises control or direction over, no Common Shares or securities convertible into Common Shares; or ☐ owns, directly or indirectly, or exercises control or direction over, Common Shares and convertible securities entitling the Purchaser to acquire an additional Common Shares. Insider Status The Purchaser either [check appropriate box]: ☐ is an “Insider” of the Company as defined in the applicable Canadian securities law, namely: (a) in the event any Purchaser at the First Closing is, at any time prior to the Second Closing, no longer a director or an officer Holder of a Note and such Purchaser is not listed as a Purchaser of a Tranche C Note in the Company; Second Closing, such Purchaser shall not be deemed to be a “Purchaser” for purposes of Sections 7, 10 and 16, and (b) if at any time after the Second Closing, any Purchaser shall cease being a director or an officer Holder of a person that is itself an insider or subsidiary Note, then such Purchaser shall not be deemed to be a “Purchaser” for purposes of Sections 7, 10 and 16 South Jersey Gas Company Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company; (c) , whereupon this Agreement shall become a person that has (i) direct or indirect beneficial ownership of; (ii) control or direction over; or (iii) a combination of direct or indirect beneficial ownership of binding agreement between you and of control or direction over securities of the Company carrying more than 10% of the voting rights attached to all the Company’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person as underwriter in the course of a distribution; or (d) the Company itself, if it has purchased, redeemed or otherwise acquired any securities of its own issue, for so long as it continues to hold those securities; or ☐ is not an Insider of the Company. Registrant Status Very truly yours, South Jersey Gas Company By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Treasurer South Jersey Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. The Purchaser either [check appropriate box]Prudential Insurance Company of America By: ☐ /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Prudential Legacy Insurance Company of New Jersey By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Farmers New World Life Insurance Company By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Health Options, Inc. By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President South Jersey Gas Company Note Purchase Agreement This Agreement is a “registrant” hereby accepted and agreed to as defined under applicable Canadian securities lawof the date thereof. PAR U Hartford Life Insurance Comfort Trust By: “registrant” means a person registered Prudential Arizona Reinsurance Universal Company, as Grantor By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Prudential Universal Reinsurance Company By: PGIM, Inc., as investment manager By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President South Jersey Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Teachers Insurance and Annuity Association of America By: Nuveen Alternatives Advisors LLC, its investment manager By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Director South Jersey Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Metropolitan Life Insurance Company by MetLife Investment Management, LLC, Its Investment Manager MetLife Insurance K.K. by MetLife Investment Management, LLC, Its Investment Manager Metropolitan Tower Life Insurance Company by MetLife Investment Management, LLC, Its Investment Manager Symetra Life Insurance Company by MetLife Investment Management, LLC, Its Investment Manager Brighthouse Reinsurance Company of Delaware by MetLife Investment Management, LLC, Its Investment Manager American Fidelity Assurance Company by MetLife Investment Management, LLC, Its Investment Manager By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory South Jersey Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. The United States Life Insurance Company in the City of New York The Variable Annuity Life Insurance Company By: AIG Asset Management (U.S.), LLC, as Investment Adviser By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President South Jersey Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. The Northwestern Mutual Life Insurance Company By: Northwestern Mutual Investment Management Company, LLC, Its Investment Adviser By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Its Authorized Representative South Jersey Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Connecticut General Life Insurance Company By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Life Insurance Company of North America By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director South Jersey Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Manulife Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Head of Investments South Jersey Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Manufacturers Life Reinsurance Limited By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Co-Head of Investments, Manulife General Account Investments (Singapore) Pte. Ltd. as investment manager of Manufacturers Life Reinsurance Limited Xxxxx Xxxxxx Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Great-West Life & Annuity Insurance Company By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Assistant Vice President, Investments South Jersey Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. The Canada Life Assurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Sr. Managing Dir. Bond Investments AUTHORIZED SIGNATORY By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: XX Xxxx Investments AUTHORIZED SIGNATORY South Jersey Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Massachusetts Mutual Life Insurance Company By: Barings LLC as Investment Adviser By: /s/ Xxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Managing Director C.M. Life Insurance Company By: Barings LLC as Investment Adviser By: /s/ Xxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Managing Director South Jersey Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. AXA Equitable Life Insurance Company By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Xxxxxxxxxx Xxxxxxx Xxxxx Xxxxxx Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Thrivent Financial for Lutherans By: /s/ Xxxxxxxxxxx Xxxxxx Name: Xxxxxxxxxxx Xxxxxx Title: Managing Director South Jersey Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Xxxxxxx National Life Insurance Company By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Managing Director South Jersey Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Transamerica Premier Life Insurance Company By: AEGON USA Investment Management, LLC, its investment manager By: /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Vice President Transamerica Life Insurance Company By: AEGON USA Investment Management, LLC, its investment manager By /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Vice President Transamerica Life (Bermuda) Ltd By: AEGON USA Investment Management, LLC, its investment manager By: /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Vice President South Jersey Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. NASSAU LIFE INSURANCE COMPANY By: Nassau Asset Management LLC, Its: Investment Manager By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Chief Investment Officer NASSAU LIFE AND ANNUITY COMPANY By: Nassau Asset Management LLC, Its: Investment Manager By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Xxxxx Xxxxxxxxxx Xxxxxxx Xxxxx Xxxxxx Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. The Guardian Life Insurance Company of America By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director The Guardian Insurance & Annuity Company, Inc. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director South Jersey Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. MONY Life Insurance Company By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: 2nd VP, Investments South Jersey Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. State Farm Mutual Automobile Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Investment Executive By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional State Farm Fire and Casualty Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Investment Executive By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional State Farm Insurance Companies Employee Retirement Trust By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Investment Executive By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional South Jersey Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. CMFG Life Insurance Company By: MEMBERS Capital Advisors, Inc., acting as Investment Advisor By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Managing Director, Investments South Jersey Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Country Life Insurance Company By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Director – Fixed Income Country Mutual Insurance Company By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Director – Fixed Income Xxxxx Xxxxxx Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. United of Omaha Life Insurance Company By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Senior Vice President South Jersey Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Ameritas Life Insurance Corp. Ameritas Life Insurance Corp. of New York By: Ameritas Investment Partners Inc., as Agent By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President & Managing Director South Jersey Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. American United Life Insurance Company By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities Xxxxx Xxxxxx Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Genworth Life Insurance Company By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Xxxxxxxxxx Xxxxxxx Xxxxx Xxxxxx Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Standard Insurance Company By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: VP, Individual Annuities & Investments South Jersey Gas Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Southern Farm Bureau Life Insurance Company By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director – Securities Management Xxxxx Xxxxxx Gas Company Note Purchase Agreement As used herein, the following terms have the respective meanings set forth below or required to be registered under applicable Canadian securities law, or ☐ is not a “registrant”.set forth in the Section hereof following such term:

Purchasers. o All Purchasers resident of or otherwise subject to the securities laws of the United States By ------------------------------------ Name: --------------------------------- Title: -------------------------------- [SIGNATURES CONTINUE] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS NOTE MAY BE EFFECTED WITHOUT (as defined hereinI) must complete and sign the Accredited Investor Certificate for All Accredited Investors attached hereto as Schedule ”A”AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (II) AN OPINION OF COUNSEL FOR THE HOLDER THAT SUCH REGISTRATION IS NOT REQUIRED OR (III) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED. o All Purchasers resident of or otherwise subject to the securities laws of the United States (as defined herein)9% SECURED BRIDGE NOTE DUE JANUARY 17, must also complete and sign the United States Accredited Investor Certificate attached hereto as Schedule “C”. The purpose of the form is to determine whether you meet the standards for participation in a private placement under the U.S. Securities Act (as defined herein). Please return this executed Subscription Agreement and all applicable Schedules together with payment as described herein to the Company as follows: Arras Minerals Corp. 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxx, X.X. X0X 0X0 Attention: Xxxxxxxxxxx Xxxxxxxx, Chief Financial Officer Email: xxxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx. TO: ARRAS MINERALS CORP. The undersigned (referred to herein as the “Purchaser”), hereby irrevocably subscribes to purchase from Arras Minerals Corp. (the “Company”) the number of common shares (the “Purchased Shares”) set out below for a subscription price of 2000 $0.50 per Common Share (the “Offering”). This subscription plus the attached terms and conditions (the “Terms and Conditions”), completed and executed Subscriber Certificates (as defined in the Terms and Conditions) and the appendices attached hereto and thereto, are collectively referred to as the “Subscription Agreement”. The Purchaser agrees to be bound by the Terms and Conditions and agrees that the Company may rely upon the covenants, representations and warranties of the Purchaser contained in the Subscription Agreement. ________________________________________________ Name March 31, 1999 FOR VALUE RECEIVED, Digital Lightwave, Inc., a Delaware corporation (the "Company"), hereby promises to pay to the order of Purchaser (please print) ________________________________________________ Name By: __________________________________________Authorized Signature ________________________________________________ Account Reference, if applicable ________________________________________________ Official Capacity or Title (please print) ________________________________________________ ________________________________________________ ________________________________________________ (Please print name of signatory if different from the name "Lender"), its successors and assigns in lawful money of the Purchaser printed above.) United States of America, the principal sum of ______________Dollars ($__________________________________ Address, including postal code Purchaser’s Address, including province: Delivery Instructions (if different): ________________________________________________ ________________________________________________ Name ________________________________________________ Account Reference, if applicable Telephone Number: ____________________________ ________________________________________________ Fax Number: __________________________________ ________________________________________________ E-mail Address: _______________________________ ________________________________________________ Address, including postal code ________________________________________________ Telephone Number Name and Address of beneficial purchaser (“Beneficial Purchaser”) (if not the same as Purchaser): ____________________________________________ (Name of Beneficial Purchaser) ____________________________________________ (Beneficial Purchaser’s Residential Address) ____________________________________________ ____________________________________________ (Beneficial Purchaser’s Telephone Number) Present Ownership of Securities The Purchaser either [check appropriate box]: ☐ owns, directly or indirectly), or exercises control or direction oversuch lesser principal amount as may be outstanding from time to time, no Common Shares later than January 17, 2000 (the "Maturity Date") or securities convertible into Common Shares; or ☐ owns, directly or indirectly, or exercises control or direction over, Common Shares and convertible securities entitling as otherwise provided in the Purchaser to acquire an additional Common Shares. Insider Status The Purchaser either [check appropriate box]: ☐ is an “Insider” of the Company Purchase Agreement (as defined in below). This Note shall bear interest (computed on the applicable Canadian securities law, namely: (a) a director or an officer of the Company; (b) a director or an officer basis of a person that is itself an insider or subsidiary year of 360 days comprised of twelve 30-day months) on the Company; unpaid principal amount hereof at a rate of interest equal to nine percent (c9.0%) a person that has (i) direct or indirect beneficial ownership of; (ii) control or direction over; or (iii) a combination of direct or indirect beneficial ownership of per annum. All accrued and of control or direction over securities of unpaid interest on this Note shall be paid semi-annually, with the Company carrying more than 10% of first such payment coming due on September 30, 1999, and on the voting rights attached Maturity Date. Any prepayment hereunder shall be applied first to all the Company’s outstanding voting securities, excluding, for interest accrued and unpaid hereon and then to the purpose of the calculation of the percentage held, any securities held by the person as underwriter in the course of a distribution; or (d) the Company itself, if it has purchased, redeemed or otherwise acquired any securities of its own issue, for so long as it continues to hold those securities; or ☐ is not an Insider of the Company. Registrant Status The Purchaser either [check appropriate box]: ☐ is a “registrant” as defined under applicable Canadian securities law: “registrant” means a person registered or required to be registered under applicable Canadian securities law, or ☐ is not a “registrant”unpaid principal amount hereof.

Purchasers. o All Purchasers resident of or otherwise subject to the securities laws of the United States (as defined herein) must complete and sign the Accredited Investor Certificate for All Accredited Investors attached hereto as Schedule ”A”. o All Purchasers resident of or otherwise subject to the securities laws of the United States (as defined herein)THIRD POINT PARTNERS QUALIFIED L.P. By: Third Point Advisors LLC, must also complete and sign the United States Accredited Investor Certificate attached hereto as Schedule “C”. The purpose of the form is to determine whether you meet the standards for participation in a private placement under the U.S. Securities Act (as defined herein). Please return this executed Subscription Agreement and all applicable Schedules together with payment as described herein to the Company as followsits general partner By: Arras Minerals Corp. 000 /s/ Xxxxx Xxxxxxxx Xxxxxx, Name: Xxxxx 0000 Xxxxxxxxx, X.X. X0X 0X0 AttentionXxxxxxxx Title: Xxxxxxxxxxx Xxxxxxxx, Chief Financial Officer EmailTHIRD POINT PARTNERS L.P. By: xxxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxxThird Point Advisors LLC, its general partner By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Financial Officer BANZAI PARTNERS L.P. By: Third Point Advisors LLC, its general partner By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Financial Officer THIRD POINT OFFSHORE FUND, LTD. TOBy: ARRAS MINERALS CORP/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Financial Officer POINTS WEST INTERNATIONAL INVESTMENTS LTD. The undersigned By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Financial Officer BANZAI OFFSHORE FUND, LTD. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Financial Officer Name: Xxxxxxx Xxxxx Xxxxxx Name: J. Xxxxxxx Xxxxx Reference is hereby made to that certain (referred to herein i) Purchase and Sale Agreement, dated as of the date hereof, between the purchasers identified therein (the “PurchaserPurchasers”), hereby irrevocably subscribes including the undersigned Purchasers (such undersigned Purchasers, the “Third Point Purchasers”), and Xxxxxx Holdings, LLC, a Delaware limited liability company (“Xxxxxx”), pursuant to purchase which Xxxxxx sold, transferred and assigned to the Third Point Purchasers, and the Third Point Purchasers purchased from Arras Minerals Corp. Xxxxxx, 681,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of AEP Industries Inc., a Delaware corporation (the “Company”), and (ii) Agreement, dated as of the number of common shares date hereof (as amended from time to time, the “Purchased Shares”) set out below for a subscription price of $0.50 per Common Share (the “Offering”). This subscription plus the attached terms and conditions (the “Terms and ConditionsAgreement”), completed by and executed Subscriber Certificates (as defined in among the Terms Company, the Purchasers and Conditions) J. Xxxxxxx Xxxxx, pursuant to which, among other things, the Company, the Purchasers and Xx. Xxxxx agreed to certain matters relating to the Company and the appendices attached hereto Company granted to the Purchasers certain registration and thereto, are collectively referred to as the “Subscription Agreement”. The Purchaser agrees to be bound by the Terms and Conditions and agrees that the Company may rely upon the covenants, representations and warranties of the Purchaser contained in the Subscription Agreement. ________________________________________________ Name of Purchaser (please print) ________________________________________________ Name By: __________________________________________Authorized Signature ________________________________________________ Account Reference, if applicable ________________________________________________ Official Capacity or Title (please print) ________________________________________________ ________________________________________________ ________________________________________________ (Please print name of signatory if different from the name of the Purchaser printed aboveother rights.) ________________________________________________ Address, including postal code Purchaser’s Address, including province: Delivery Instructions (if different): ________________________________________________ ________________________________________________ Name ________________________________________________ Account Reference, if applicable Telephone Number: ____________________________ ________________________________________________ Fax Number: __________________________________ ________________________________________________ E-mail Address: _______________________________ ________________________________________________ Address, including postal code ________________________________________________ Telephone Number Name and Address of beneficial purchaser (“Beneficial Purchaser”) (if not the same as Purchaser): ____________________________________________ (Name of Beneficial Purchaser) ____________________________________________ (Beneficial Purchaser’s Residential Address) ____________________________________________ ____________________________________________ (Beneficial Purchaser’s Telephone Number) Present Ownership of Securities The Purchaser either [check appropriate box]: ☐ owns, directly or indirectly, or exercises control or direction over, no Common Shares or securities convertible into Common Shares; or ☐ owns, directly or indirectly, or exercises control or direction over, Common Shares and convertible securities entitling the Purchaser to acquire an additional Common Shares. Insider Status The Purchaser either [check appropriate box]: ☐ is an “Insider” of the Company as defined in the applicable Canadian securities law, namely: (a) a director or an officer of the Company; (b) a director or an officer of a person that is itself an insider or subsidiary of the Company; (c) a person that has (i) direct or indirect beneficial ownership of; (ii) control or direction over; or (iii) a combination of direct or indirect beneficial ownership of and of control or direction over securities of the Company carrying more than 10% of the voting rights attached to all the Company’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person as underwriter in the course of a distribution; or (d) the Company itself, if it has purchased, redeemed or otherwise acquired any securities of its own issue, for so long as it continues to hold those securities; or ☐ is not an Insider of the Company. Registrant Status The Purchaser either [check appropriate box]: ☐ is a “registrant” as defined under applicable Canadian securities law: “registrant” means a person registered or required to be registered under applicable Canadian securities law, or ☐ is not a “registrant”.

Purchasers. o All Purchasers resident NAME AND ADDRESS NUMBER OF SHARES OF COMMON STOCK OF PURCHASER BEING PURCHASED ------------------------------------------------------------ --------------------------------------------------------- STATE OF WISCONSIN INVESTMENT BOARD 517,520 000 X. Xxxxxx Street Madison, WI 53702 ------------------------------------------------------------ --------------------------------------------------------- SCHEDULE B TOTAL PURCHASE PRICE AND PER SHARE PRICE The aggregate number of or otherwise subject shares of common stock, $0.01 par value, of XxXxxx Corporation to be sold and purchased pursuant to the securities laws of the United States (as defined herein) must complete and sign the Accredited Investor Certificate for All Accredited Investors attached hereto as Schedule ”A”. o All Purchasers resident of or otherwise subject to the securities laws of the United States (as defined herein), must also complete and sign the United States Accredited Investor Certificate attached hereto as Schedule “C”. The purpose of the form is to determine whether you meet the standards for participation in a private placement under the U.S. Securities Act (as defined herein). Please return this executed Subscription Share Purchase Agreement and all applicable Schedules together with payment as described herein to the Company as follows: Arras Minerals Corp. 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxx, X.X. X0X 0X0 Attention: Xxxxxxxxxxx Xxxxxxxx, Chief Financial Officer Email: xxxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx. TO: ARRAS MINERALS CORP. The undersigned (referred to herein as the “Purchaser”), hereby irrevocably subscribes to purchase from Arras Minerals Corp. (the “Company”"Agreement") the number of common shall be 517,520 shares (the “Purchased Shares”) set out below for at a subscription price of $0.50 per Common Per Share (the “Offering”). This subscription plus the attached terms and conditions (the “Terms and Conditions”), completed and executed Subscriber Certificates Sale Price (as defined in the Terms and Conditions) and the appendices attached hereto and thereto, are collectively referred to as the “Subscription Agreement”. The Purchaser agrees to be bound by the Terms and Conditions and agrees that the Company may rely upon the covenants, representations and warranties Section 2.2 of the Purchaser contained in the Subscription Agreement) of $10.048 and a total purchase price of $5.2 million. EXHIBIT A Xxxxxxx Xxxx LLP 000 Xxxxxxx Xxxxxx Xxxxxx, XX 00000 [SUBJECT TO INTERNAL REVIEW AND CLEARANCE] August ________________________________________________ Name , 2000 To the Purchasers of Purchaser Common Stock of XxXxxx Corporation listed on Exhibit A attached hereto Ladies and Gentlemen: We have acted as counsel to XxXxxx Corporation (please print) ________________________________________________ Name By: __________________________________________Authorized Signature ________________________________________________ Account Referencethe "Company"), if applicable ________________________________________________ Official Capacity or Title (please print) ________________________________________________ ________________________________________________ ________________________________________________ (Please print name of signatory if different from a Delaware corporation, in connection with the name preparation, execution, and delivery of the Purchaser printed above.Share Purchase Agreement (the "Agreement") ________________________________________________ Addressdated as of the date hereof by and among the Company and you, including postal code Purchaser’s Addresspursuant to which the Company has issued and sold to you an aggregate of 517,520 shares (the "Shares") of its common stock, including province: Delivery Instructions $0.01 par value per share (if different): ________________________________________________ ________________________________________________ Name ________________________________________________ Account Reference"Common Stock"). Capitalized terms used in this opinion and not otherwise defined herein have the respective meanings ascribed to them in the Agreement. We have examined copies, if applicable Telephone Number: ____________________________ ________________________________________________ Fax Number: __________________________________ ________________________________________________ E-mail Address: _______________________________ ________________________________________________ Addressexecuted on behalf of the Company, including postal code ________________________________________________ Telephone Number Name of the Agreement. We have also reviewed such agreements, instruments, certificates, corporate and Address public records, and other documents as we have deemed necessary for purposes of beneficial purchaser (“Beneficial Purchaser”) (if not this opinion. As to any opinion below relating to the same as Purchaser): ____________________________________________ (Name of Beneficial Purchaser) ____________________________________________ (Beneficial Purchaser’s Residential Address) ____________________________________________ ____________________________________________ (Beneficial Purchaser’s Telephone Number) Present Ownership of Securities The Purchaser either [check appropriate box]: ☐ ownsexistence, directly or indirectlyqualification, or exercises control standing of the Company, our opinion relies entirely upon and is limited by those certificates of public officials attached hereto as Exhibit B. For purposes of this opinion we have assumed without any investigation (1) the legal capacity of each natural person, (2) the full power and authority of each person other than the Company to execute, deliver and perform each document heretofore executed and delivered or direction overhereafter to be executed and delivered and to do each other act heretofore done or hereafter to be done by such person, no Common Shares (3) the due authorization, execution and delivery by each person other than the Company of each document heretofore executed and delivered or securities convertible into Common Shares; hereafter to be executed and delivered by such person, (4) the legality, validity, binding effect and enforceability as to each person other than the Company of each document heretofore executed and delivered or ☐ ownshereafter to be executed and delivered and of each other act heretofore done or hereafter to be done by such person, directly (5) the genuineness of each signature on, and the completeness and authenticity of, each document and record purporting to be an original, (6) the conformity to the original of each document and record purporting to be a copy of an original, and (7) the completeness and authenticity of the original of each document whether examined in original or indirectlycopy form. With respect to all matters of fact (including factual conclusions and characterizations and descriptions of purpose, intention, or exercises control or direction overother state of mind), Common Shares and convertible securities entitling we have relied entirely upon (1) the Purchaser to acquire an additional Common Shares. Insider Status The Purchaser either [check appropriate box]: ☐ is an “Insider” representations of the Company as defined and you set forth in the applicable Canadian securities lawAgreement, namely: and (a2) a director or an officer certificates of the Company; (b) a director or an officer of a person that is itself an insider or subsidiary of the Company; (c) a person that has (i) direct or indirect beneficial ownership of; (ii) control or direction over; or (iii) a combination of direct or indirect beneficial ownership of and of control or direction over securities officers of the Company carrying more than 10% (including without limitation the certificate attached as Exhibit C) and have assumed, without independent inquiry or investigation, the accuracy of those representations and certificates. When an opinion set forth below is given to the best of our knowledge, or with another similar qualification, the relevant knowledge or awareness is limited to the actual knowledge or awareness of the voting rights attached individual lawyers currently in this firm who have participated directly in the specific transactions to all the Company’s outstanding voting securitieswhich this opinion relates, excluding, and without any special or additional inquiry or investigation undertaken for the purpose purposes of this opinion. We understand that all of the calculation of foregoing assumptions and limitations are acceptable to you. Each opinion set forth below is subject to the percentage held, any securities held by the person as underwriter in the course of a distribution; or (d) the Company itself, if it has purchased, redeemed or otherwise acquired any securities of its own issue, for so long as it continues to hold those securities; or ☐ is not an Insider of the Company. Registrant Status The Purchaser either [check appropriate box]: ☐ is a “registrant” as defined under applicable Canadian securities law: “registrant” means a person registered or required to be registered under applicable Canadian securities law, or ☐ is not a “registrant”.following general qualifications:

Purchasers. o All Purchasers resident No. of or otherwise subject to the securities laws Shares of the United States Common No. of Warrants Aggregate Name Stock Purchased Granted Purchase Price ---- --------------- ------- -------------- EXHIBIT A WARRANT NO.___ THE WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (as defined herein) must complete and sign the Accredited Investor Certificate for All Accredited Investors attached hereto as Schedule ”A”. o All Purchasers resident of or otherwise subject to the securities laws of the United States (as defined hereinTHE "ACT"), must also complete and sign the United States Accredited Investor Certificate attached hereto as Schedule “C”OR THE SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES LAW. The purpose of the form is to determine whether you meet the standards for participation in a private placement under the U.S. Securities Act (as defined herein)THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Please return this executed Subscription Agreement and all applicable Schedules together with payment as described herein to the Company as follows: Arras Minerals Corp. 000 Xxxxxxxx XxxxxxWARRANT TO PURCHASE SHARES OF COMMON STOCK OF NUCLEUS, Xxxxx 0000 Xxxxxxxxx, X.X. X0X 0X0 Attention: Xxxxxxxxxxx Xxxxxxxx, Chief Financial Officer Email: xxxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx. TO: ARRAS MINERALS CORP. The undersigned (referred to herein as the “Purchaser”), hereby irrevocably subscribes to purchase from Arras Minerals Corp. (the “Company”) the number of common shares (the “Purchased Shares”) set out below for a subscription price of $0.50 per Common Share (the “Offering”). This subscription plus the attached terms and conditions (the “Terms and Conditions”), completed and executed Subscriber Certificates (as defined in the Terms and Conditions) and the appendices attached hereto and thereto, are collectively referred to as the “Subscription Agreement”. The Purchaser agrees to be bound by the Terms and Conditions and agrees that the Company may rely upon the covenants, representations and warranties of the Purchaser contained in the Subscription AgreementINC. _____________ ___, 1999 This certifies that, for value received pursuant to that certain Securities Purchase Agreement, dated as of _____________, 1999, by and among Nucleus, Inc., _______________________ Name and certain other purchasers, _____________ (the "Warrant Holder"), is entitled to purchase from Nucleus, Inc., a Nevada corporation (the "Company"), at any time prior to 5:00 p.m. Chicago time on the second anniversary of Purchaser the date hereof (please printthe "Expiration Date") ________________________________________________ Name By: __________________________________________Authorized Signature ________________________________________________ Account Reference, if applicable ________________________________________________ Official Capacity or Title (please print( ) ________________________________________________ ________________________________________________ ________________________________________________ (Please print name of signatory if different from the name of the Purchaser printed above.) ________________________________________________ Address, including postal code Purchaser’s Address, including province: Delivery Instructions (if different): ________________________________________________ ________________________________________________ Name ________________________________________________ Account Reference, if applicable Telephone Number: ____________________________ ________________________________________________ Fax Number: __________________________________ ________________________________________________ Efully paid and non-mail Address: _______________________________ ________________________________________________ Address, including postal code ________________________________________________ Telephone Number Name and Address of beneficial purchaser (“Beneficial Purchaser”) (if not the same as Purchaser): ____________________________________________ (Name of Beneficial Purchaser) ____________________________________________ (Beneficial Purchaser’s Residential Address) ____________________________________________ ____________________________________________ (Beneficial Purchaser’s Telephone Number) Present Ownership of Securities The Purchaser either [check appropriate box]: ☐ owns, directly or indirectly, or exercises control or direction over, no Common Shares or securities convertible into Common Shares; or ☐ owns, directly or indirectly, or exercises control or direction over, Common Shares and convertible securities entitling the Purchaser to acquire an additional Common Shares. Insider Status The Purchaser either [check appropriate box]: ☐ is an “Insider” of the Company as defined in the applicable Canadian securities law, namely: (a) a director or an officer assessable shares of the Company; 's Common Stock, par value $.001 per share (bthe "Common Stock;" the Common Stock purchasable upon exercise of this Warrant is herein called the "Common Shares"), at a price per share of Four and 75/100 Dollars ($4.75) (the "Exercise Price"). The number of Common Shares purchasable hereunder and the Exercise Price are subject to adjustment as provided below. If the Expiration Date shall be a director or an officer of a person that is itself an insider or subsidiary of the Company; (c) a person that has (i) direct or indirect beneficial ownership of; (ii) control or direction over; or (iii) a combination of direct or indirect beneficial ownership of and of control or direction over securities of the Company carrying more than 10% of the voting rights attached to all the Company’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person as underwriter holiday in the course State of Illinois or a distribution; or (d) day on which banks are authorized to close in the Company itselfState of Illinois, if it has purchased, redeemed or otherwise acquired any securities then the Expiration Date shall be the next following day which in the State of its own issue, for so long as it continues to hold those securities; or ☐ is not an Insider of the Company. Registrant Status The Purchaser either [check appropriate box]: ☐ is a “registrant” as defined under applicable Canadian securities law: “registrant” means a person registered or required to be registered under applicable Canadian securities law, or ☐ Illinois is not a “registrant”holiday or a day on which banks are authorized to close. If this Warrant is not exercised at or before 5:00 p.m. Illinois time, on the Expiration Date, it shall become void, and all rights hereunder shall thereupon cease.

Purchasers. o All Purchasers resident No. of or otherwise subject to the securities laws Shares of the United States Common No. of Warrants Aggregate Name Stock Purchased Granted Purchase Price ---- --------------- ------- -------------- EXHIBIT A WARRANT NO.___ THE WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (as defined herein) must complete and sign the Accredited Investor Certificate for All Accredited Investors attached hereto as Schedule ”A”. o All Purchasers resident of or otherwise subject to the securities laws of the United States (as defined hereinTHE "ACT"), must also complete and sign the United States Accredited Investor Certificate attached hereto as Schedule “C”OR THE SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES LAW. The purpose of the form is to determine whether you meet the standards for participation in a private placement under the U.S. Securities Act (as defined herein)THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Please return this executed Subscription Agreement and all applicable Schedules together with payment as described herein to the Company as follows: Arras Minerals Corp. 000 Xxxxxxxx XxxxxxWARRANT TO PURCHASE SHARES OF COMMON STOCK OF NUCLEUS, Xxxxx 0000 Xxxxxxxxx, X.X. X0X 0X0 Attention: Xxxxxxxxxxx Xxxxxxxx, Chief Financial Officer Email: xxxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx. TO: ARRAS MINERALS CORP. The undersigned (referred to herein as the “Purchaser”), hereby irrevocably subscribes to purchase from Arras Minerals Corp. (the “Company”) the number of common shares (the “Purchased Shares”) set out below for a subscription price of $0.50 per Common Share (the “Offering”). This subscription plus the attached terms and conditions (the “Terms and Conditions”), completed and executed Subscriber Certificates (as defined in the Terms and Conditions) and the appendices attached hereto and thereto, are collectively referred to as the “Subscription Agreement”. The Purchaser agrees to be bound by the Terms and Conditions and agrees that the Company may rely upon the covenants, representations and warranties of the Purchaser contained in the Subscription AgreementINC. _____________ __, 1999 This certifies that, for value received pursuant to that certain Securities Purchase Agreement, dated as of _____________, 1999, by and among Nucleus, Inc., _______________________ Name and certain other purchasers, _____________ (the "Warrant Holder"), is entitled to purchase from Nucleus, Inc., a Nevada corporation (the "Company"), at any time prior to 5:00 p.m. Chicago time on the second anniversary of Purchaser the date hereof (please printthe "Expiration Date") ______________ ( ) fully paid and non-assessable shares of the Company's Common Stock, par value $.001 per share (the "Common Stock;" the Common Stock purchasable upon exercise of this Warrant is herein called the "Common Shares"), at a price per share of ________________________________________________ Name By: __________________________________________Authorized Signature ________________________________________________ Account Reference, if applicable ________________________________________________ Official Capacity or Title (please print$ ) ________________________________________________ ________________________________________________ ________________________________________________ Dollars (Please print name the "Exercise Price"). The number of signatory if different from the name of the Purchaser printed above.) ________________________________________________ Address, including postal code Purchaser’s Address, including province: Delivery Instructions (if different): ________________________________________________ ________________________________________________ Name ________________________________________________ Account Reference, if applicable Telephone Number: ____________________________ ________________________________________________ Fax Number: __________________________________ ________________________________________________ E-mail Address: _______________________________ ________________________________________________ Address, including postal code ________________________________________________ Telephone Number Name and Address of beneficial purchaser (“Beneficial Purchaser”) (if not the same as Purchaser): ____________________________________________ (Name of Beneficial Purchaser) ____________________________________________ (Beneficial Purchaser’s Residential Address) ____________________________________________ ____________________________________________ (Beneficial Purchaser’s Telephone Number) Present Ownership of Securities The Purchaser either [check appropriate box]: ☐ owns, directly or indirectly, or exercises control or direction over, no Common Shares or securities convertible into Common Shares; or ☐ owns, directly or indirectly, or exercises control or direction over, Common Shares purchasable hereunder and convertible securities entitling the Purchaser Exercise Price are subject to acquire an additional Common Sharesadjustment as provided below. Insider Status The Purchaser either [check appropriate box]: ☐ is an “Insider” of If the Company as defined Expiration Date shall be a holiday in the applicable Canadian securities law, namely: (a) State of Illinois or a director or an officer of the Company; (b) a director or an officer of a person that is itself an insider or subsidiary of the Company; (c) a person that has (i) direct or indirect beneficial ownership of; (ii) control or direction over; or (iii) a combination of direct or indirect beneficial ownership of and of control or direction over securities of the Company carrying more than 10% of the voting rights attached day on which banks are authorized to all the Company’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person as underwriter close in the course State of a distribution; or (d) Illinois, then the Company itself, if it has purchased, redeemed or otherwise acquired any securities Expiration Date shall be the next following day which in the State of its own issue, for so long as it continues to hold those securities; or ☐ is not an Insider of the Company. Registrant Status The Purchaser either [check appropriate box]: ☐ is a “registrant” as defined under applicable Canadian securities law: “registrant” means a person registered or required to be registered under applicable Canadian securities law, or ☐ Illinois is not a “registrant”holiday or a day on which banks are authorized to close. If this Warrant is not exercised at or before 5:00 p.m. Illinois time, on the Expiration Date, it shall become void, and all rights hereunder shall thereupon cease.