Common use of Representation and Warranty Clause in Contracts

Representation and Warranty. (a) The Corporation hereby represents and warrants with and to the Holder that the Corporation is duly authorized and has the corporate power and authority to create and issue the Warrants evidenced by this Warrant Certificate and the Class B Common Shares issuable upon the exercise hereof and to perform its obligations hereunder. (b) By accepting this Warrant Certificate on the date hereof, the Holder hereby represents and warrants with and to the Corporation that the Holder: (i) is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act and, was not formed for the specific purpose of acquiring the Class B Common Shares and is entering into this Warrant Certificate for his, her or its own account for investment purposes only, and not with a view toward the distribution or the resale thereof and that the Warrants and the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunder; (ii) UNDERSTANDS THAT THE ISSUANCE OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT), OR THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEEN, AND IS NOT ANTICIPATED TO BE, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”); (iii) understands that the Warrants are not part of a public offering facilitated by means of any form of general solicitation or general advertising not permitted by Regulation D under the Securities Act and understands that the Warrants may not be offered, resold or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements of the Securities Act, and, in each case, in compliance with any applicable state or foreign securities or “blue sky” laws (which imposes substantial restrictions on transfer) and determination by the Corporation that any such resale or transfer will not cause the Corporation to be required to register as an investment company under the Investment Company Act; (iv) the representations and warranties of the Holder contained in that certain Warrant Subscription Certificate dated as of January 13, 2020 and entered into by the Holder, are true and correct in all material respects as of the date hereof and shall survive the issuance of the Warrants. (v) if required by applicable securities laws, the Corporation or the Parent Corporation, the Holder covenants and agrees to execute, deliver and file or assist, including by way of providing requisite information, the Corporation or the Parent Corporation, as applicable, in filing such reports, undertakings and other documents with respect to the issuance of the Warrants, the Class B Common Shares or any shares of the Parent Corporation as may be required by any securities commission, stock exchange or other regulatory authority; (vi) acknowledges and consents to the collection, use and disclosure of the information provided by the Holder or collected by the Corporation, the Parent Corporation or their agents as reasonably necessary in connection with the Holder’s subscription of the Warrants, the Class B Common Shares or any shares of the Parent Corporation. Such information is being collected by the Corporation or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s eligibility to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued to the Holder and completing filings required by any stock exchange or securities regulatory authority. The Holder’s information may be disclosed by the Corporation or the Parent Corporation to: (i) stock exchanges or securities regulatory authorities (with may thereafter publicly disclose such information in accordance with their rules and policies); (ii) the Canada Revenue Agency, the Internal Revenue Service or other taxing authorities; and (iii) any of the other parties involved in the transactions described within this Warrant Certificate, including legal counsel, and may be included in record books prepared in connection with the transactions described herein. By accepting this Warrant Certificate, the Holder is deemed to be consenting to the foregoing collection, use and disclosure of the Holder’s information; and (vii) hereby provides consent to the disclosure of his, her or its information to the Canadian Securities Exchange (the “CSE”) pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collection, use and disclosure of his, her or its information by the CSE in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSE, from time to time.

Representation and Warranty. (a) The Corporation 13.1 Brainsway hereby represents and warrants to Meizler that: (a) the Deep TMS Devices supplied hereunder will be manufactured in accordance with applicable laws and regulatory requirements, will be of merchantable quality and free from defects; and (b) the Deep TMS Devices supplied hereunder shall be free and clear of all third party security interests, liens, or other encumbrances of any kind or character. 13.2 THE WARRANTIES SET OUT ABOVE ARE THE ONLY WARRANTIES GIVEN BY BRAINSWAY. ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY APPLICABLE TO THE DEEP TMS DEVICE ARE HEREBY EXCLUDED. 13.3 Meizler hereby represents and warrants to Brainsway that: (a) All marketing, promotion and commercialization of the Holder that Deep TMS Device to be performed by Meizler hereunder shall be performed according to all medical and health and safety guidelines and all applicable laws and regulations. (b) Meizler shall procure the Corporation is duly authorized receipt of all approvals and has consents necessary for the corporate power marketing, promotion and authority to create and issue commercialization of the Warrants evidenced by this Warrant Certificate Deep TMS Device and the Class B Common Shares issuable upon performance of its obligations hereunder and undertakes that all activities of Meizler pursuant to this Agreement shall be made in accordance with any applicable laws and regulations. (c) Meizler has or shall obtain as necessary, the exercise hereof financial, medical, scientific and technical capability, as well as the necessary experience and expertise, to perform carry out all its obligations hereunder. 13.4 Each Party hereto represents to the other that: (a) it is has the full power and authority to enter into this Agreement and to convey the rights herein conveyed; (b) By accepting entering this Warrant Certificate on the date hereofAgreement and performance thereof shall not constitute a breach of any agreement, the Holder hereby represents and warrants with contract, understanding and/or obligation that it is currently bound by; (c) it shall perform its obligations hereunder diligently, expeditiously and to the Corporation that the Holder:best of its abilities. (i) is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act and, was 13.5 Meizler shall not formed for the specific purpose of acquiring the Class B Common Shares and is entering into this Warrant Certificate for his, her make any representation or its own account for investment purposes only, and not with a view toward the distribution or the resale thereof and that the Warrants and the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunder; (ii) UNDERSTANDS THAT THE ISSUANCE OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT), OR THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEEN, AND IS NOT ANTICIPATED TO BE, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”); (iii) understands that the Warrants are not part of a public offering facilitated by means of give any form of general solicitation or general advertising not permitted by Regulation D under the Securities Act and understands that the Warrants may not be offered, resold or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements warranty in respect of the Securities Act, and, Deep TMS Device other than those prior authorized in each case, in compliance with any applicable state or foreign securities or “blue sky” laws (which imposes substantial restrictions on transfer) and determination writing by the Corporation that any such resale or transfer will not cause the Corporation to be required to register as an investment company under the Investment Company Act; (iv) the representations and warranties of the Holder contained in that certain Warrant Subscription Certificate dated as of January 13, 2020 and entered into by the Holder, are true and correct in all material respects as of the date hereof and shall survive the issuance of the Warrants. (v) if required by applicable securities laws, the Corporation or the Parent Corporation, the Holder covenants and agrees to execute, deliver and file or assist, including by way of providing requisite information, the Corporation or the Parent Corporation, as applicable, in filing such reports, undertakings and other documents with respect to the issuance of the Warrants, the Class B Common Shares or any shares of the Parent Corporation as may be required by any securities commission, stock exchange or other regulatory authority; (vi) acknowledges and consents to the collection, use and disclosure of the information provided by the Holder or collected by the Corporation, the Parent Corporation or their agents as reasonably necessary in connection with the Holder’s subscription of the Warrants, the Class B Common Shares or any shares of the Parent Corporation. Such information is being collected by the Corporation or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s eligibility to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued to the Holder and completing filings required by any stock exchange or securities regulatory authority. The Holder’s information may be disclosed by the Corporation or the Parent Corporation to: (i) stock exchanges or securities regulatory authorities (with may thereafter publicly disclose such information in accordance with their rules and policies); (ii) the Canada Revenue Agency, the Internal Revenue Service or other taxing authorities; and (iii) any of the other parties involved in the transactions described within this Warrant Certificate, including legal counsel, and may be included in record books prepared in connection with the transactions described herein. By accepting this Warrant Certificate, the Holder is deemed to be consenting to the foregoing collection, use and disclosure of the Holder’s information; and (vii) hereby provides consent to the disclosure of his, her or its information to the Canadian Securities Exchange (the “CSE”) pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collection, use and disclosure of his, her or its information by the CSE in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSE, Brainsway from time to time. Brainsway shall not be liable for any unauthorized warranty or representation made by Meizler and Meizler shall incur no liability on behalf of Brainsway.

Representation and Warranty. RENOVIS represents and warrants to MERCK as of the Effective Date that: (a) The Corporation hereby represents and warrants with and to the Holder that best of RENOVIS’ knowledge, the Corporation is duly authorized RENOVIS Patent Rights and RENOVIS Know-How exist and are not invalid or unenforceable, in whole or in part; (b) it has the corporate full right, power and authority to create and issue enter into this Agreement, to perform the Warrants evidenced by this Warrant Certificate and the Class B Common Shares issuable upon the exercise hereof Initial Research Program and to perform its obligations hereunder. (b) By accepting this Warrant Certificate on grant the date licenses granted under Article 3 hereof, the Holder hereby represents and warrants with and to the Corporation that the Holder: (i) is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act and, was not formed for the specific purpose of acquiring the Class B Common Shares and is entering into this Warrant Certificate for his, her or its own account for investment purposes only, and not with a view toward the distribution or the resale thereof and that the Warrants and the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunder; (iic) UNDERSTANDS THAT THE ISSUANCE OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT)it has not previously assigned, OR THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEENtransferred, AND IS NOT ANTICIPATED TO BEconveyed or otherwise encumbered its right, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”)title and interest in RENOVIS Patent Rights or RENOVIS Know-How in a manner inconsistent with the rights granted to MERCK hereunder; (iiid) understands that to the Warrants best of RENOVIS’ knowledge, it is the sole and exclusive owner of the RENOVIS Patent Rights and RENOVIS Know-How, all of which are not part (and shall be, in the case of a public offering facilitated by means RENOVIS Information and Inventions) free and clear of any form liens, charges and encumbrances, and no other person, corporate or other private entity, or governmental entity or subdivision thereof, has or shall have any claim of general solicitation or general advertising not permitted by Regulation D under the Securities Act and understands that the Warrants may not be offered, resold or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements of the Securities Act, and, in each case, in compliance with any applicable state or foreign securities or “blue sky” laws (which imposes substantial restrictions on transfer) and determination by the Corporation that any such resale or transfer will not cause the Corporation to be required to register as an investment company under the Investment Company Act; (iv) the representations and warranties of the Holder contained in that certain Warrant Subscription Certificate dated as of January 13, 2020 and entered into by the Holder, are true and correct in all material respects as of the date hereof and shall survive the issuance of the Warrants. (v) if required by applicable securities laws, the Corporation or the Parent Corporation, the Holder covenants and agrees to execute, deliver and file or assist, including by way of providing requisite information, the Corporation or the Parent Corporation, as applicable, in filing such reports, undertakings and other documents ownership whatsoever with respect to the issuance of the Warrants, the Class B Common Shares or any shares of the Parent Corporation as may be required by any securities commission, stock exchange or other regulatory authorityRENOVIS Patent Rights and RENOVIS Know-How; (vie) acknowledges and consents to the collectionbest of RENOVIS’ knowledge, use and disclosure the exercise of the information provided license granted to MERCK under the RENOVIS Patent Rights and RENOVIS Know-How do not interfere with or infringe any intellectual property rights owned or possessed by the Holder any Third Party; (f) there are no claims, judgments or collected settlements against or owed by the Corporation, the Parent Corporation RENOVIS or their agents as reasonably necessary in connection with the Holder’s subscription of the Warrants, the Class B Common Shares pending or any shares of the Parent Corporation. Such information is being collected by the Corporation threatened claims or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s eligibility to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued litigation relating to the Holder RENOVIS Patent Rights and completing filings required by any stock exchange or securities regulatory authority. The Holder’s information may be disclosed by the Corporation or the Parent Corporation to: (i) stock exchanges or securities regulatory authorities (with may thereafter publicly disclose such information in accordance with their rules and policies); (ii) the Canada Revenue Agency, the Internal Revenue Service or other taxing authorities; and (iii) any of the other parties involved in the transactions described within this Warrant Certificate, including legal counsel, and may be included in record books prepared in connection with the transactions described herein. By accepting this Warrant Certificate, the Holder is deemed to be consenting to the foregoing collection, use and disclosure of the Holder’s informationRENOVIS Know-How; and (viig) hereby provides consent RENOVIS has disclosed to MERCK all reasonably relevant information regarding the disclosure of hisRENOVIS Patent Rights and RENOVIS Know-How licensed under this Agreement, her or its information to the Canadian Securities Exchange (the “CSE”) pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collection, use and disclosure of his, her or its information including without limitation all patent opinions obtained by the CSE in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSE, from time to timeRENOVIS related thereto.

Representation and Warranty. For the purpose of this Authorization and the benefit of the assignee, the Assignors hereby represent, warrant and agree as follows: the Assignors have the full and legal right and title to the Authorized Rights; the Assignors possess the full legal capacity to convey the Authorized Rights to Assignee; the Assignors and the Company have taken all steps necessary to authorize and approve the conveyance of the Authorized Rights to Assignee; the Assignors possess the full and non-defective rights and title to the Authorized Rights and there is no pledge, guarantee, other types of encumbrance or any other rights or claim that another party can make to the Authorized Rights; 84 The execution of this Authorization will not (a) The Corporation hereby represents and warrants with and to violate any applicable law, regulation or any judicial or administrative order, arbitral award or judgment binding on Assignors or the Holder that the Corporation is duly authorized and has the corporate power and authority to create and issue the Warrants evidenced by this Warrant Certificate and the Class B Common Shares issuable upon the exercise hereof and to perform its obligations hereunder. Company, or (b) By accepting this Warrant Certificate on contravene any article, condition or provision of the date hereofcorporate organizational documents of the Company, or (c) breach any provision of any agreement or contract or any undertaking to which the Holder hereby represents and warrants with and to the Corporation that the Holder: (i) is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act and, was not formed for the specific purpose of acquiring the Class B Common Shares and is entering into this Warrant Certificate for his, her or its own account for investment purposes only, and not with a view toward the distribution Assignors or the resale thereof and that Company is a party. XXX XX ZHANG [signature] Date: __________, 2003 BEIJING JIADE SCIENCE AND TECHNOLOGY GROUP (company seal) AUTHORIZED REPRESENTATIVE: [SIGNATURE] Date: __________, 2003 AUTHORIZATION The undersigned parties (hereinafter the Warrants and "ASSIGNORS") own 18.8% equity interest in Beijing Tengtu Electronic Publishing Co., Ltd. (hereinafter the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunder; (ii) UNDERSTANDS THAT THE ISSUANCE OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT), OR THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEEN, AND IS NOT ANTICIPATED TO BE, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”); (iii) understands that the Warrants are not part of a public offering facilitated by means of any form of general solicitation or general advertising not permitted by Regulation D under the Securities Act and understands that the Warrants may not be offered, resold or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements of the Securities Act, and, in each case, in compliance with any applicable state or foreign securities or “blue sky” laws (which imposes substantial restrictions on transfer"COMPANY") and determination by now authorize Tengtu International Corp. (hereinafter the Corporation that any such resale or transfer will not cause the Corporation "ASSIGNEE") to be required to register undertake its rights as an investment company under the Investment Company Act; (iv) the representations and warranties of the Holder contained in that certain Warrant Subscription Certificate dated as of January 13, 2020 and entered into by the Holder, are true and correct in all material respects as of the date hereof and shall survive the issuance of the Warrants. (v) if required by applicable securities laws, the Corporation or the Parent Corporation, the Holder covenants and agrees to execute, deliver and file or assist, including by way of providing requisite information, the Corporation or the Parent Corporation, as applicable, in filing such reports, undertakings and other documents with respect to the issuance of the Warrants, the Class B Common Shares or any shares of the Parent Corporation as may be required by any securities commission, stock exchange or other regulatory authority; (vi) acknowledges and consents to the collection, use and disclosure of the information provided by the Holder or collected by the Corporation, the Parent Corporation or their agents as reasonably necessary in connection with the Holder’s subscription of the Warrants, the Class B Common Shares or any shares of the Parent Corporation. Such information is being collected by the Corporation or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s eligibility to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued to the Holder and completing filings required by any stock exchange or securities regulatory authority. The Holder’s information may be disclosed by the Corporation or the Parent Corporation to: (i) stock exchanges or securities regulatory authorities (with may thereafter publicly disclose such information in accordance with their rules and policies); (ii) the Canada Revenue Agency, the Internal Revenue Service or other taxing authorities; and (iii) any of the other parties involved a shareholder in the transactions described within this Warrant Certificate, including legal counsel, and may be included in record books prepared in connection with company (hereinafter the transactions described herein. By accepting this Warrant Certificate, the Holder is deemed to be consenting to the foregoing collection, use and disclosure of the Holder’s information; and (vii) hereby provides consent to the disclosure of his, her or its information to the Canadian Securities Exchange (the “CSE”) pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collection, use and disclosure of his, her or its information by the CSE in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSE, from time to time"AUTHORIZED RIGHTS").

Representation and Warranty. (a) The Corporation hereby Vendor warrants and represents to the Coalition that the Vendor, and if applicable, its employees, its subcontractors and its agents have sufficient expertise, education, personnel, resources, and experience to perform the Scope of Services stated within the Agreement. The Vendor and the Fiscal Sponsor further warrants that the Vendor, and if applicable, its employees, its subcontractors, and its agents are appropriately licensed, registered or certified in accordance with applicable federal, state, county and/or municipal law to provide, perform and/or deliver the Scope of Services as set forth in Exhibit A in this Agreement. The Parties or their representatives affixing their signatures hereto warrant and affirm that each of signatory has absolute legal authority to enter into this Agreement and bind the respective Parties to the terms and conditions herein. The Vendor also represents and warrants with that the Vendor, and if applicable, its employees, its subcontractors and its agent have undergone, obtained, and/or completed the required or industry recognized training, seminars, or other applicable prerequisites to the Holder delivery and/or perform the Scope of Services set forth in Exhibit A. The Vendor further represents to the Coalition that the Corporation Vendor, and if applicable, its employees, subcontractors, and/or its agents that have been employed, retained or contracted by the Vendor have undergone appropriate and legally sufficient background checks and that said persons do not pose a risk to the health, safety and welfare to the employees, program participants, vendors, interns or volunteers of the Coalition. The Vendor and Fiscal Sponsor further warrants that, to the best of its knowledge, there is duly authorized and has no pending or threatened action, proceeding, litigation or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the corporate power and authority Vendor’s ability to create and issue perform under the Warrants evidenced by this Warrant Certificate Agreement. The Vendor and the Class B Common Shares issuable upon Fiscal Sponsor shall immediately notify the exercise hereof and Coalition in writing if its ability to perform its obligations hereunder. (b) By accepting this Warrant Certificate on is compromised in any manner or if it is involved in any litigation during the date hereofTerm of the Agreement. The Vendor and Fiscal Sponsor further represents that the Vendor, the Holder hereby represents and warrants Fiscal Sponsor nor, if applicable, the employees, board of directors, shareholders, and/or officers of either party has a contractual and/or familial (whether by blood, marriage or adoption) relationship with and an employee, officer, or member of the board of directors for the Coalition. In the event, the Vendor, Fiscal Sponsor, or their employees, board of directors, shareholders, and/or officers does have contractual and/or familial (whether by blood, marriage or adoption) with an employee, officer, board member for the Coalition, Vendor or Fiscal Sponsor, whichever is applicable, shall disclose in writing said relationship in sufficient detail to the Corporation Coalition prior to the execution of this Agreement in order for the Coalition to determine the existence of a unallowable conflict of interest. As part of the Scope of Services identified in Exhibit A of this Agreement, it is acknowledge by the Vendor that the Holder: (i) is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act and, was not formed for the specific purpose of acquiring the Class B Common Shares and is entering into this Warrant Certificate for his, her or its own account for investment purposes only, and not with a view toward the distribution or the resale thereof and that the Warrants and the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunder; (ii) UNDERSTANDS THAT THE ISSUANCE OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT), OR THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEEN, AND IS NOT ANTICIPATED TO BE, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”); (iii) understands that the Warrants are not part of a public offering facilitated by means of any form of general solicitation or general advertising not permitted by Regulation D under the Securities Act and understands that the Warrants Vendor may not be offered, resold or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements of the Securities Act, and, in each case, in compliance with any applicable state or foreign securities or “blue sky” laws (which imposes substantial restrictions on transfer) and determination by the Corporation that any such resale or transfer will not cause the Corporation to be required to register work directly with the Coalition’s Contractor(s) in order to fulfill the Scope of Services set forth herein. The Vendor acknowledges that it is required to disclose any contracts or conflicts of interest, whether perceived or actual, the Vendor may have with the Coalition’s Contractor as an investment company under the Investment Company Act;term is defined in Section 1 of Exhibit A of this Agreement. Some of the Coalition’s Contractors are as follows: If the Vendor has contract with a Contractor that would not expire prior the Term of this Agreement, the Vendor shall disclose the following regarding the contract: (iv1) The specific work being performed by the Vendor for the Contractor 2) Whether or not the contract with the Contractor is being paid for, whether directly or indirectly, with funds provided to the Contractor by the Coalition. If the Coalition desires to enter into in the Agreement with Vendor after disclosure of said relationship as set forth herein, the Parties agree that they will comply, if applicable, with Section 1002.84(20), Florida Statutes prior to entering into the Agreement. The Vendor further agrees to provide the Scope of Services in a manner that provides the least amount of interference and/or disruption to the daily operations of the Coalition and/or its contracted providers, contractors and vendors. The Vendor and Fiscal Sponsor acknowledges and agrees that the Coalition’s reliance on the aforementioned representations and warranties of the Holder contained as set forth herein is material and substantive in that certain Warrant Subscription Certificate dated as of January 13nature, 2020 and entered into by the Holder, are true and correct in all material respects as of the date hereof is grounds for a default and/or termination under this Agreement and shall survive the issuance expiration or termination of the Warrantsthis Agreement, whichever is earlier. (v) if required by applicable securities laws, the Corporation or the Parent Corporation, the Holder covenants and agrees to execute, deliver and file or assist, including by way of providing requisite information, the Corporation or the Parent Corporation, as applicable, in filing such reports, undertakings and other documents with respect to the issuance of the Warrants, the Class B Common Shares or any shares of the Parent Corporation as may be required by any securities commission, stock exchange or other regulatory authority; (vi) acknowledges and consents to the collection, use and disclosure of the information provided by the Holder or collected by the Corporation, the Parent Corporation or their agents as reasonably necessary in connection with the Holder’s subscription of the Warrants, the Class B Common Shares or any shares of the Parent Corporation. Such information is being collected by the Corporation or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s eligibility to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued to the Holder and completing filings required by any stock exchange or securities regulatory authority. The Holder’s information may be disclosed by the Corporation or the Parent Corporation to: (i) stock exchanges or securities regulatory authorities (with may thereafter publicly disclose such information in accordance with their rules and policies); (ii) the Canada Revenue Agency, the Internal Revenue Service or other taxing authorities; and (iii) any of the other parties involved in the transactions described within this Warrant Certificate, including legal counsel, and may be included in record books prepared in connection with the transactions described herein. By accepting this Warrant Certificate, the Holder is deemed to be consenting to the foregoing collection, use and disclosure of the Holder’s information; and (vii) hereby provides consent to the disclosure of his, her or its information to the Canadian Securities Exchange (the “CSE”) pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collection, use and disclosure of his, her or its information by the CSE in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSE, from time to time.

Representation and Warranty. (a) The Corporation hereby Vendor warrants and represents to the Coalition that the Vendor, and if applicable, its employees, its subcontractors and its agents, have sufficient expertise, education, personnel, resources, and experience to perform the Scope of Services stated within the Agreement. The Vendor further warrants and represents that the Vendor, and if applicable, its employees, its subcontractors, and its agents are appropriately licensed or certified in accordance with applicable federal, state, county and/or municipal law and/or industry standards, whichever is applicable to the Scope of Services, to provide, perform and/or deliver the Scope of Services as set forth in Exhibit A of this Agreement. The Parties affixing their signatures to this Agreement warrant and affirm that each of signatory has absolute legal authority to enter into this Agreement and bind the respective Parties to the terms and conditions herein. The Vendor also represents and warrants with that the Vendor, and if applicable, its employees, its subcontractors and its agents, have undergone, obtained, and/or completed the required or industry recognized training, seminars, or other applicable prerequisites to deliver and/or perform the Scope of Services set forth in Exhibit A of this Agreement. The Vendor further warrants and represents to the Holder Coalition that the Corporation Vendor, and if applicable, its employees, subcontractors, and/or its agents, whether employed, retained or contracted by the Vendor, have undergone appropriate and legally sufficient background checks by the Vendor or a contracted third party of the Vendor and that said persons do not pose a risk to the health, safety and welfare to the employees, program participants, vendors, interns or volunteers of the Coalition. The Vendor further warrants and represents that, to the best of its knowledge, there is duly authorized no pending or threatened action, proceeding, litigation, claim or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the Vendor’s ability to perform or deliver the Scope of Services under the Agreement. The Vendor further warrants and represents that the Vendor has not been placed (whether currently or in the corporate power past) nor has been informed or threatened by any entity that it will be placed in the future on a federal, state or local vendor disqualification list. The Vendor acknowledges that it is required to disclose any contracts or conflicts of interest, whether perceived or actual, the Vendor may have with the Coalition’s Contractor as the term is defined in Section 1 of Exhibit A of this Agreement. If the Vendor has contract with a Contractor that would not expire prior to the Term of this Agreement and authority said Contractor is currently in a contract with the Coalition, the Vendor shall disclose the following regarding the contract: 1) The specific work being delivered or performed by the Vendor for the Contractor. 2) Whether or not the contract with the Vendor is being paid for, whether directly or indirectly, with funds provided to create the Vendor by the Coalition. Based on the aforementioned disclosure of its contractual relationship with another Contractor of the Coalition, the Coalition will decide whether or not to enter into a contract or purchase order with Vendor if there is a conflict and issue may notify the Warrants evidenced Vendor of the same. The Vendor further warrants and represents that neither Vendor, nor, if applicable, its employees, board of directors, shareholders, and/or officers, have a contractual and/or familial (whether by blood, marriage or adoption) relationship with an employee, officer, or member of the board of directors for the Coalition. In the event the Vendor, whether through itself or through its employees, board of directors, shareholders, and/or officers, does have a contractual, business and/or familial (whether by blood, marriage or adoption) relationship with an employee, officer, board member for the Coalition, Vendor shall disclose in writing said relationship in sufficient detail to the Coalition prior to the execution of this Warrant Certificate Agreement or performance/delivery of services, whichever is earlier, in order for the Coalition to determine the existence of an unallowable conflict of interest. If the Coalition desires to enter into in a contract or purchase order with the Vendor and the Class B Common Shares issuable upon Vendor is a Board member, employee, or the exercise hereof family member of a Board member or employee of the Coalition, the Vendor and Coalition shall comply with Section 1002.84(20), Florida Statutes prior to perform entering into the Agreement. The Vendor further agrees to provide and/or deliver the Scope of Services in a manner that provides the least amount of interference and/or disruption to the daily operations of the Coalition and/or its obligations hereunder. (b) By accepting this Warrant Certificate contracted providers, contractors and other vendors. The Vendor acknowledges and agrees that the Coalition’s reliance on the date hereof, the Holder hereby represents and warrants with and to the Corporation that the Holder: (i) is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act and, was not formed for the specific purpose of acquiring the Class B Common Shares and is entering into this Warrant Certificate for his, her or its own account for investment purposes only, and not with a view toward the distribution or the resale thereof and that the Warrants and the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunder; (ii) UNDERSTANDS THAT THE ISSUANCE OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT), OR THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEEN, AND IS NOT ANTICIPATED TO BE, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”); (iii) understands that the Warrants are not part of a public offering facilitated by means of any form of general solicitation or general advertising not permitted by Regulation D under the Securities Act and understands that the Warrants may not be offered, resold or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements of the Securities Act, and, in each case, in compliance with any applicable state or foreign securities or “blue sky” laws (which imposes substantial restrictions on transfer) and determination by the Corporation that any such resale or transfer will not cause the Corporation to be required to register as an investment company under the Investment Company Act; (iv) the aforementioned representations and warranties as set forth herein is material and substantive in nature, is grounds for a default and/or termination under Section 20 (Termination and Default) of the Holder contained in that certain Warrant Subscription Certificate dated as of January 13, 2020 this Agreement and entered into by the Holder, are true and correct in all material respects as of the date hereof and this Section 6 (Representation And Warranty) shall survive the issuance expiration or termination of the Warrantsthis Agreement, whichever is earlier. (v) if required by applicable securities laws, the Corporation or the Parent Corporation, the Holder covenants and agrees to execute, deliver and file or assist, including by way of providing requisite information, the Corporation or the Parent Corporation, as applicable, in filing such reports, undertakings and other documents with respect to the issuance of the Warrants, the Class B Common Shares or any shares of the Parent Corporation as may be required by any securities commission, stock exchange or other regulatory authority; (vi) acknowledges and consents to the collection, use and disclosure of the information provided by the Holder or collected by the Corporation, the Parent Corporation or their agents as reasonably necessary in connection with the Holder’s subscription of the Warrants, the Class B Common Shares or any shares of the Parent Corporation. Such information is being collected by the Corporation or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s eligibility to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued to the Holder and completing filings required by any stock exchange or securities regulatory authority. The Holder’s information may be disclosed by the Corporation or the Parent Corporation to: (i) stock exchanges or securities regulatory authorities (with may thereafter publicly disclose such information in accordance with their rules and policies); (ii) the Canada Revenue Agency, the Internal Revenue Service or other taxing authorities; and (iii) any of the other parties involved in the transactions described within this Warrant Certificate, including legal counsel, and may be included in record books prepared in connection with the transactions described herein. By accepting this Warrant Certificate, the Holder is deemed to be consenting to the foregoing collection, use and disclosure of the Holder’s information; and (vii) hereby provides consent to the disclosure of his, her or its information to the Canadian Securities Exchange (the “CSE”) pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collection, use and disclosure of his, her or its information by the CSE in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSE, from time to time.

Representation and Warranty. (a) The Corporation 11.1 Braintech hereby represents and warrants with that: (a) Braintech owns its Proprietary Information as defined in Article 13 below, Trademarks, eVF or Software Technology, free and clear of any agreement and Braintech is free to grant a license to use the Holder that the Corporation is duly authorized and has the corporate power and authority same to create and issue the Warrants evidenced by this Warrant Certificate and the Class B Common Shares issuable upon the exercise hereof and to perform its obligations hereunder.LICENSEE as contemplated herein; (b) By accepting this Warrant Certificate on Proprietary information of Braintech, Trademarks, eVF or Software Technology constitutes the date hereofbest available industrial property rights and technical information in the possession or under the control of Braintech; (c) Braintech is not restricted or prohibited from granting the license to use its Proprietary Information, Trademarks, eVF and/or Software Technology as contemplated herein, or from disclosing such Proprietary Information by any applicable law, regulation or order or by the Holder hereby represents terms of any other agreement to which Braintech is a party or by which it is bound; 11.2 Braintech warrants that the Braintech Software shall be free of defect in design and warrants workmanship. However, for greater clarity, such warranty does not apply to output, results, errors, or abnormal terminations or delays caused in whole or in part by (a) any functionality of software or products, including databases, not created by or licensed for use by Braintech, whether or not such products or software are embedded in or form part of the Software Technology; (b) use of the Software Technology in combination with and any other product not provided by Braintech; (c) any modification of the Software Technology made by a party other than Braintech or authorized by Braintech; (d) any data provided to the Corporation Software Technology by non-Braintech products which does not adequately specify date data; or (e) LICENSEE'S failure to use the Software Technology in accordance with the Support Materials to be provided by Braintech; 11.3 Braintech warrants that the Holder: Braintech Software sold and delivered to LICENSEE hereunder shall have been produced in accordance with the then presently available best technical knowledge and for a period of twelve (i12) is an “accredited investor” within months after LICENSEE'S delivery of the meaning of Rule 501(a) of Regulation D under the Securities Act and, was not formed for the specific purpose of acquiring the Class B Common Shares and is entering into this Warrant Certificate for his, her Products to its licensee or its own account for investment purposes onlyany other LICENSEE channel partner shall be free from all defects in software. In addition, and not with a view toward the distribution or the resale thereof and that the Warrants and the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunder; (ii) UNDERSTANDS THAT THE ISSUANCE OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT), OR THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEEN, AND IS NOT ANTICIPATED TO BE, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”); (iii) understands that the Warrants are not part of a public offering facilitated by means of any form of general solicitation or general advertising not permitted by Regulation D under the Securities Act and understands that the Warrants may not be offered, resold or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements of the Securities Act, and, in each case, in compliance with any applicable state or foreign securities or “blue sky” laws (which imposes substantial restrictions on transfer) and determination by the Corporation that any such resale or transfer will not cause the Corporation to be required to register as an investment company under the Investment Company Act; (iv) the representations and warranties of the Holder contained in that certain Warrant Subscription Certificate dated as of January 13, 2020 and entered into by the Holder, are true and correct in all material respects as of the date hereof and shall survive the issuance of the Warrants. (v) if required by applicable securities laws, the Corporation or the Parent Corporation, the Holder covenants and agrees to execute, deliver and file or assist, including by way of providing requisite informationlimitation of the foregoing, the Corporation Braintech Software shall conform to any specifications mutually agreed upon between the parties; 11.4 In the event that, within the warranty period set forth in the foregoing Article 11.3, the Braintech Software or part thereof is found to be defective or not in conformity with the Parent Corporationagreed specifications, as applicableBraintech shall, in filing within thirty (30) days after receipt of the claim therefore from LICENSEE, repair or replace, at LICENSEE's sole option, such reports, undertakings defective or non-conforming Technology or part thereof free of charge; 11.5 All transportation and other documents with respect to the issuance of the Warrants, the Class B Common Shares or any shares of the Parent Corporation as may be required by any securities commission, stock exchange or other regulatory authority; (vi) acknowledges and consents to the collection, use and disclosure of the information provided by the Holder or collected by the Corporation, the Parent Corporation or their agents as reasonably necessary costs incurred in connection with the Holder’s subscription return of any defective or non-conforming part of the Warrants, Braintech Software or part thereof and the Class B Common Shares reshipment of such repaired Technology or any shares of the Parent Corporation. Such information is being collected by the Corporation part thereof or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s eligibility to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued to the Holder and completing filings required by any stock exchange or securities regulatory authority. The Holder’s information may be disclosed by the Corporation or the Parent Corporation to: (i) stock exchanges or securities regulatory authorities (with may thereafter publicly disclose such information in accordance with their rules and policies); (ii) the Canada Revenue Agency, the Internal Revenue Service or other taxing authorities; and (iii) any of the other parties involved in the transactions described within this Warrant Certificate, including legal counsel, and may be included in record books prepared in connection with the transactions described herein. By accepting this Warrant Certificate, the Holder is deemed to be consenting replacement therefore pursuant to the foregoing collectionArticle 11.4 shall be borne by Braintech. 11.6 Braintech shall indemnify and hold LICENSEE harmless from and against any loss, use and disclosure damage, cost, expense, claim or liability which may be incurred by or asserted against the LICENSEE as a result of any breach of the Holder’s information; and (vii) hereby provides consent to the disclosure of his, her or its information to the Canadian Securities Exchange (the “CSE”) pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collection, use and disclosure of his, her or its information by the CSE warranty contained in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSE, from time to timethis Article 11.

Representation and Warranty. (a) The Corporation hereby represents and warrants with and to the Holder that the Corporation is duly authorized and has the corporate power and authority to create and issue the Warrants evidenced by this Warrant Certificate and the Class B Common Shares issuable upon the exercise hereof and to perform its obligations hereunder. (b) By accepting this Warrant Certificate on the date hereof, the Holder hereby represents and warrants with and to the Corporation that the Holder: (i) is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act and, was not formed for the specific purpose of acquiring the Class B Common Shares and is entering into this Warrant Certificate for his, her or its own account for investment purposes only, and not with a view toward the distribution or the resale thereof and that the Warrants and the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunder; (ii) UNDERSTANDS THAT THE ISSUANCE OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT), OR THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEEN, AND IS NOT ANTICIPATED TO BE, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”); (iii) understands that the Warrants are not part of a public offering facilitated by means of any form of general solicitation or general advertising not permitted by Regulation D under the Securities Act and understands that the Warrants may not be offered, resold or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements of the Securities Act, and, in each case, in compliance with any applicable state or foreign securities or “blue sky” laws (which imposes substantial restrictions on transfer) and determination by the Corporation that any such resale or transfer will not cause the Corporation to be required to register as an investment company under the Investment Company Act; (iv) the representations and warranties of the Holder contained in that certain Warrant Subscription Certificate dated as of January 13, 2020 and entered into by the HolderHolder with respect to the issuance of the Warrants, are true and correct in all material respects as of the date hereof and shall survive the issuance of the Warrants. (v) if required by applicable securities laws, the Corporation or the Parent Corporation, the Holder covenants and agrees to execute, deliver and file or assist, including by way of providing requisite information, the Corporation or the Parent Corporation, as applicable, in filing such reports, undertakings and other documents with respect to the issuance of the Warrants, the Class B Common Shares or any shares of the Parent Corporation as may be required by any securities commission, stock exchange or other regulatory authority; (vi) acknowledges and consents to the collection, use and disclosure of the information provided by the Holder or collected by the Corporation, the Parent Corporation or their agents as reasonably necessary in connection with the Holder’s subscription of the Warrants, the Class B Common Shares or any shares of the Parent Corporation. Such information is being collected by the Corporation or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s eligibility to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued to the Holder and completing filings required by any stock exchange or securities regulatory authority. The Holder’s information may be disclosed by the Corporation or the Parent Corporation to: (i) stock exchanges or securities regulatory authorities (with may thereafter publicly disclose such information in accordance with their rules and policies); (ii) the Canada Revenue Agency, the Internal Revenue Service or other taxing authorities; and (iii) any of the other parties involved in the transactions described within this Warrant Certificate, including legal counsel, and may be included in record books prepared in connection with the transactions described herein. By accepting this Warrant Certificate, the Holder is deemed to be consenting to the foregoing collection, use and disclosure of the Holder’s information; and (vii) hereby provides consent to the disclosure of his, her or its information to the Canadian Securities Exchange (the “CSE”) pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collection, use and disclosure of his, her or its information by the CSE in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSE, from time to time.

Representation and Warranty. CytRx. represents and warrants to Merck that --------------------------- as of the date of this Agreement: (a) The Corporation hereby represents and warrants with and to the Holder that best of CytRx's knowledge, the Corporation is duly authorized Patent Rights and CytRx Know-How are subsisting and are not invalid or unenforceable, in whole or in part; (b) it has the corporate full right, power and authority to create and issue the Warrants evidenced by enter into this Warrant Certificate and the Class B Common Shares issuable upon the exercise hereof Agreement, and to perform its obligations hereunder.grant the licenses granted under Article Il hereof, (bc) By accepting this Warrant Certificate on it has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in Patent Rights or CytRx Know-How in the date hereof, the Holder hereby represents and warrants with and to the Corporation that the Holder: (i) is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act and, was not formed for the specific purpose of acquiring the Class B Common Shares and is entering into this Warrant Certificate for his, her or its own account for investment purposes only, and not with a view toward the distribution or the resale thereof and that the Warrants and the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunderField; (iid) UNDERSTANDS THAT THE ISSUANCE OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT)to the best of CytRx's knowledge, OR THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEENit is the sole and exclusive owner or licensee of the Patent Rights and CytRx Know-How, AND IS NOT ANTICIPATED TO BE, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”); (iii) understands that the Warrants are not part all of a public offering facilitated by means which is free and clear of any form liens, charges and encumbrances, and no other person, corporate or other private entity, or governmental entity or subdivision thereof, has or shall have any claim of general solicitation or general advertising not permitted by Regulation D under the Securities Act and understands that the Warrants may not be offered, resold or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements of the Securities Act, and, in each case, in compliance with any applicable state or foreign securities or “blue sky” laws (which imposes substantial restrictions on transfer) and determination by the Corporation that any such resale or transfer will not cause the Corporation to be required to register as an investment company under the Investment Company Act; (iv) the representations and warranties of the Holder contained in that certain Warrant Subscription Certificate dated as of January 13, 2020 and entered into by the Holder, are true and correct in all material respects as of the date hereof and shall survive the issuance of the Warrants. (v) if required by applicable securities laws, the Corporation or the Parent Corporation, the Holder covenants and agrees to execute, deliver and file or assist, including by way of providing requisite information, the Corporation or the Parent Corporation, as applicable, in filing such reports, undertakings and other documents ownership with respect to the issuance of the WarrantsPatent Rights and CytRx. Know-How, the Class B Common Shares whatsoever; that CytRX shall use its best efforts to maintain any license related to Patent Rights or any shares of the Parent Corporation as may be required by any securities commission, stock exchange or other regulatory authorityCytRx Know-How in effect; (vie) acknowledges and consents to the collection, use and disclosure best of the information provided by the Holder or collected by the CorporationCytRx's knowledge, the Parent Corporation licensed Patent Rights and CytRx Know-How and the research, development, manufacture, use, sale and/or import of Adjuvants, Substances and Licensed Products do not interfere with or their agents as reasonably necessary in connection with the Holder’s subscription of the Warrants, the Class B Common Shares infringe any intellectual property rights owned or any shares of the Parent Corporation. Such information is being collected by the Corporation or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s eligibility to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued to the Holder and completing filings required possessed by any stock exchange or securities regulatory authority. The Holder’s information may be disclosed by the Corporation or the Parent Corporation to: (i) stock exchanges or securities regulatory authorities (with may thereafter publicly disclose such information in accordance with their rules and policies); (ii) the Canada Revenue Agency, the Internal Revenue Service or other taxing authorities; and (iii) any of the other parties involved in the transactions described within this Warrant Certificate, including legal counsel, and may be included in record books prepared in connection with the transactions described herein. By accepting this Warrant Certificate, the Holder is deemed to be consenting to the foregoing collection, use and disclosure of the Holder’s informationthird party; and (viif) hereby provides consent there are no claims, judgments or settlements against or owed by the CytRx or pending or threatened claims or litigation relating to the disclosure of hisPatent Rights and CytRx. Know-How. (g) CytRx has disclosed to Merck all reasonably relevant information regarding the Patent Rights and CytRx Know-How licensed under this Agreement, her or its information to the Canadian Securities Exchange (the “CSE”) pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collection, use and disclosure of his, her or its information including all patent opinions obtained by the CSE in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSE, from time to timeCytRx related thereto.

Representation and Warranty. (a) The Corporation Each Pledgor hereby represents and warrants with and to the Holder that Administrative Agent as follows: (a) except for the Corporation security interest created hereby, such Pledgor is duly authorized and has will at all times be the corporate power legal and authority to create beneficial owner, free and issue clear of all Liens (other than Permitted Liens, if any, or other Liens, if any, permitted under the Warrants evidenced Credit Agreement), of the Pledged Interests now or hereafter owned by this Warrant Certificate and such Pledgor and, when acquired by such Pledgor, the Class B Common Shares issuable upon the exercise hereof and to perform its obligations hereunder.Additional Pledged Interests; (b) By accepting this Warrant Certificate on all of the date hereofPledged Interests from time to time constituting Pledged Collateral either have been or will be duly authorized, the Holder hereby represents validly issued, fully paid and warrants with and (to the Corporation that extent a Pledged Subsidiary or a Pledged Investment is a corporation) non-assessable, with no personal liability attaching to the Holder: ownership thereof (other than any personal liability associated with ownership of a general partnership interest), and the Pledged Collateral constitutes or will constitute the percentage of the issued and outstanding equity interests of (i) is an “accredited investor” within the meaning Pledged Subsidiaries of Rule 501(asuch Pledgor identified on Schedule 1 hereto and (ii) the Pledged Investments of Regulation D under the Securities Act and, was not formed for the specific purpose of acquiring the Class B Common Shares and is entering into this Warrant Certificate for his, her or its own account for investment purposes only, and not with a view toward the distribution or the resale thereof and that the Warrants and the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunderPledgor identified on Schedule 2 hereto; (iic) UNDERSTANDS THAT THE ISSUANCE OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT), OR THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEEN, AND IS NOT ANTICIPATED TO BE, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”)such Pledgor has the unencumbered right and power and the requisite authority to pledge the Pledged Collateral owned by it as provided herein; (iiid) understands that the Warrants are not part of a public offering facilitated by means copies of any form of general solicitation Partnership Agreements or general advertising not permitted by Regulation D under Operating Agreements, if applicable, furnished to the Securities Act and understands that the Warrants may not be offeredAdministrative Agent are true, resold or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements of the Securities Act, and, in each case, in compliance with any applicable state or foreign securities or “blue sky” laws (which imposes substantial restrictions on transfer) and determination by the Corporation that any such resale or transfer will not cause the Corporation to be required to register as an investment company under the Investment Company Act; (iv) the representations and warranties of the Holder contained in that certain Warrant Subscription Certificate dated as of January 13, 2020 and entered into by the Holder, are true complete and correct in all material respects copies, as of amended through the date hereof and shall survive are in full force and effect; (e) all actions necessary or reasonably requested to perfect, establish the issuance first priority of, or otherwise protect, the security interest of the Warrants.Administrative Agent in the Pledged Collateral have been duly taken, except for the taking of possession by the Administrative Agent of certificates, instruments and cash constituting Pledged Collateral hereunder and which are acquired by such Pledgor after the date hereof; (vf) if required by applicable securities lawssubject to obtaining certain consents and approvals and giving certain notices prior to the transfer of the Pledged Collateral, the Corporation exercise by the Administrative Agent of its rights and remedies hereunder will not contravene any law or governmental regulation or any contractual restriction binding on or affecting such Pledgor or any of its properties and will not result in or require the Parent Corporation, the Holder covenants and agrees to execute, deliver and file creation of any Lien upon or assist, including by way of providing requisite information, the Corporation or the Parent Corporation, as applicable, in filing such reports, undertakings and other documents with respect to the issuance any of its properties; (g) no authorization or approval or other action by, and no notice to or filing with, any court, agency, department, commission, board, bureau or instrumentality of the WarrantsUnited States or any State or other political subdivision thereof (a “Governmental Authority”) or regulatory body, or any other third party, except as has previously been obtained, is required either (i) for the pledge and assignment hereunder by such Pledgor of, or the grant by such Pledgor of the Lien and security interest created hereby in, the Class B Common Shares Pledged Collateral, or any shares (ii) for the exercise by the Administrative Agent of the Parent Corporation its rights and remedies hereunder, except as may be required in respect of any such exercise by any laws affecting the offering and sale of securities commission, stock exchange or other regulatory authority; (vi) acknowledges and consents to the collection, use and disclosure of the information provided by the Holder or collected by the Corporation, the Parent Corporation or their agents as reasonably necessary in connection with the Holder’s subscription of the Warrants, the Class B Common Shares or any shares of the Parent Corporation. Such information is being collected by the Corporation or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s eligibility to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued to the Holder and completing filings required by any stock exchange or securities regulatory authority. The Holder’s information may be disclosed by the Corporation or the Parent Corporation to: (i) stock exchanges or securities regulatory authorities (with may thereafter publicly disclose such information in accordance with their rules and policies); (ii) the Canada Revenue Agency, the Internal Revenue Service or other taxing authorities; and (iii) any of the other parties involved in the transactions described within this Warrant Certificate, including legal counsel, and may be included in record books prepared in connection with the transactions described herein. By accepting this Warrant Certificate, the Holder is deemed to be consenting to the foregoing collection, use and disclosure of the Holder’s informationgenerally; and (viih) hereby provides consent this Agreement creates a valid Lien and security interest in favor of the Administrative Agent in the Pledged Collateral as security for the Secured Obligations. The execution and delivery of this Agreement, the taking possession by the Administrative Agent of the certificates, instruments and cash constituting Pledged Collateral and the filing of any necessary and appropriate UCC financing statements with respect to Pledged Collateral hereunder to the disclosure of hisextent such Pledged Collateral is not represented by such certificates, her instruments or its information to the Canadian Securities Exchange (the “CSE”) pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collection, use and disclosure of his, her or its information by the CSE in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSE, cash from time to timetime will perfect and establish the first priority of the Lien and security interest hereunder in favor of the Administrative Agent securing the Secured Obligations, other than Permitted Liens and other Liens, if any, permitted under the Credit Agreement. The representations and warranties set forth in this Section 4 shall survive the execution and delivery of this Agreement.

Representation and Warranty. (a) The Corporation hereby For a period of ninety (90) days from the date of invoice, unless otherwise expressly set forth in the quotation or sales form or order acknowledgment, Service Provider represents and warrants to Customer that it shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to the Holder that the Corporation is duly authorized and has the corporate power and authority to create and issue the Warrants evidenced by this Warrant Certificate and the Class B Common Shares issuable upon the exercise hereof and to perform meet its obligations hereunderunder this Agreement (“Warranty”). (b) By accepting this Warrant Certificate on The Service Provider shall not be liable for a breach of the date hereofWarranty set forth in Section 12(a) unless Customer gives written notice of the defective Services, reasonably described, to Service Provider within thirty (30) days of the Holder hereby represents and warrants with and to the Corporation time when Customer discovers or reasonably should have discovered that the Holder: (i) is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act and, was not formed for the specific purpose of acquiring the Class B Common Shares and is entering into this Warrant Certificate for his, her or its own account for investment purposes only, and not with a view toward the distribution or the resale thereof and that the Warrants and the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunder; (ii) UNDERSTANDS THAT THE ISSUANCE OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT), OR THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEEN, AND IS NOT ANTICIPATED TO BE, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”); (iii) understands that the Warrants are not part of a public offering facilitated by means of any form of general solicitation or general advertising not permitted by Regulation D under the Securities Act and understands that the Warrants may not be offered, resold or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements of the Securities Act, and, in each case, in compliance with any applicable state or foreign securities or “blue sky” laws (which imposes substantial restrictions on transfer) and determination by the Corporation that any such resale or transfer will not cause the Corporation to be required to register as an investment company under the Investment Company Act; (iv) the representations and warranties of the Holder contained in that certain Warrant Subscription Certificate dated as of January 13, 2020 and entered into by the Holder, are true and correct in all material respects as of the date hereof and shall survive the issuance of the WarrantsServices were defective. (vc) if required by applicable securities lawsSubject to Section 12(b), the Corporation or the Parent Corporation, the Holder covenants and agrees to execute, deliver and file or assist, including by way of providing requisite information, the Corporation or the Parent Corporation, as applicableService Provider shall, in filing such reportsits sole discretion, undertakings and other documents with respect to the issuance of the Warrants, the Class B Common Shares or any shares of the Parent Corporation as may be required by any securities commission, stock exchange or other regulatory authority; (vi) acknowledges and consents to the collection, use and disclosure of the information provided by the Holder or collected by the Corporation, the Parent Corporation or their agents as reasonably necessary in connection with the Holder’s subscription of the Warrants, the Class B Common Shares or any shares of the Parent Corporation. Such information is being collected by the Corporation or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s eligibility to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued to the Holder and completing filings required by any stock exchange or securities regulatory authority. The Holder’s information may be disclosed by the Corporation or the Parent Corporation toeither: (i) stock exchanges repair or securities regulatory authorities (with may thereafter publicly disclose re-perform such information in accordance with their rules and policies)Services; or (ii) credit or refund the Canada Revenue Agency, price of such Services at the Internal Revenue Service or other taxing authorities; and (iii) any of the other parties involved in the transactions described within this Warrant Certificate, including legal counsel, and may be included in record books prepared in connection with the transactions described herein. By accepting this Warrant Certificate, the Holder is deemed to be consenting to the foregoing collection, use and disclosure of the Holder’s information; andpro rata contract rate. (viid) hereby provides consent to the disclosure of hisTHE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, her or its information to the Canadian Securities Exchange (the “CSE”) pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collectionGUARANTEES, use and disclosure of hisCONDITIONS OR TERMS OF WHATEVER NATURE RELATING TO THE SERVICES PROVIDED HEREUNDER, her or its information by the CSE in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSEINCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, from time to timeWHICH ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED. EXCEPT AS OTHERWISE PROVIDED BY LAW, BUYER’S EXCLUSIVE REMEDY AND SERVICE PROVIDER’S AGGREGATE LIABILITY FOR BREACH OF THE FOREGOING WARRANTY IS LIMITED TO REMEDIES SET FORTH IN SECTION 12(c).

Representation and Warranty. (a) The Corporation 12.1 Brainsway hereby represents and warrants to the Distributor that all representations stated in the preamble to this agreement are true. In addition: (a) the Deep TMS Devices supplied to clients first arranged by Distributor will be manufactured in accordance with applicable laws and regulatory requirements, will be of merchantable quality and free from defects; (b) the Deep TMS Devices supplied to clients first arranged by Distributor shall be free and clear of all third party security interests, liens, or other encumbrances of any kind or character; (c) the Deep TMS Device has received CE Xxxx approval in accordance with Brainsway’s application submitted therefor; Brainsway undertakes to keep the CE Xxxx valid during the period of this agreement. (d) it has exclusive rights to manufacture and market the Deep TMS Device for the treatment of certain neurological and psychiatric indications, subject to receipt of appropriate regulatory approvals (except in respect of depression, in respect of which the Deep TMS Device has received CE approval); and (e) it is the exclusive worldwide licensee of all intellectual property rights in and to the Holder that Deep TMS Device, including the Corporation is duly authorized right to commercialize, sell, import and has export same. 12.2 THE WARRANTIES SET OUT ABOVE ARE THE ONLY WARRANTIES GIVEN BY BRAINSWAY. ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY APPLICABLE TO THE DEEP TMS DEVICE ARE HEREBY EXCLUDED. 12.3 Distributor hereby represents and warrants to Brainsway that: (a) All marketing, promotion and commercialization of the corporate power Deep TMS Device to be performed by the Distributor hereunder shall be performed according to all medical and authority to create health and issue safety guidelines and all applicable laws and regulations. (b) Distributor shall procure the Warrants evidenced by this Warrant Certificate receipt of all approvals and consents necessary for the marketing, promotion and commercialization of the Deep TMS Device and the Class B Common Shares issuable upon performance of its obligations hereunder and undertakes that all activities of Distributor pursuant to this Agreement shall be made in accordance with any applicable laws and regulations. (c) Distributor has or shall obtain all necessary capabilities, as well as the exercise hereof necessary experience and expertise, to perform carry out all its obligations hereunder. (bd) By accepting this Warrant Certificate on the date hereof, the Holder hereby Distributor represents and warrants with that it shall sign an NDA within three (3) days and may thereafter receive Brainsway's licenses from the NIH and Yeda. (e) it is an Italian limited liability company owned by Xx. Xxxxxxx Xxxxxx (a psychiatrist) and Xx. Xxxx Xxxxxxxx (Italian businessman) and others. 12.4 Each Party hereto represents to the other that: (a) it is has the full power and authority to enter into this Agreement and to convey the rights herein conveyed; (b) entering this Agreement and performance thereof shall not constitute a breach of any agreement, contract, understanding and/or obligation that it is currently bound by; (c) it shall perform its obligations hereunder diligently, expeditiously and to the Corporation that the Holder:best of its abilities. (i) is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act and, was 12.5 The Distributor shall not formed for the specific purpose of acquiring the Class B Common Shares and is entering into this Warrant Certificate for his, her make any representation or its own account for investment purposes only, and not with a view toward the distribution or the resale thereof and that the Warrants and the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunder; (ii) UNDERSTANDS THAT THE ISSUANCE OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT), OR THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEEN, AND IS NOT ANTICIPATED TO BE, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”); (iii) understands that the Warrants are not part of a public offering facilitated by means of give any form of general solicitation or general advertising not permitted by Regulation D under the Securities Act and understands that the Warrants may not be offered, resold or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements warranty in respect of the Securities Act, and, Deep TMS Device other than those prior authorized in each case, in compliance with any applicable state or foreign securities or “blue sky” laws (which imposes substantial restrictions on transfer) and determination writing by the Corporation that any such resale or transfer will not cause the Corporation to be required to register as an investment company under the Investment Company Act; (iv) the representations and warranties of the Holder contained in that certain Warrant Subscription Certificate dated as of January 13, 2020 and entered into by the Holder, are true and correct in all material respects as of the date hereof and shall survive the issuance of the Warrants. (v) if required by applicable securities laws, the Corporation or the Parent Corporation, the Holder covenants and agrees to execute, deliver and file or assist, including by way of providing requisite information, the Corporation or the Parent Corporation, as applicable, in filing such reports, undertakings and other documents with respect to the issuance of the Warrants, the Class B Common Shares or any shares of the Parent Corporation as may be required by any securities commission, stock exchange or other regulatory authority; (vi) acknowledges and consents to the collection, use and disclosure of the information provided by the Holder or collected by the Corporation, the Parent Corporation or their agents as reasonably necessary in connection with the Holder’s subscription of the Warrants, the Class B Common Shares or any shares of the Parent Corporation. Such information is being collected by the Corporation or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s eligibility to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued to the Holder and completing filings required by any stock exchange or securities regulatory authority. The Holder’s information may be disclosed by the Corporation or the Parent Corporation to: (i) stock exchanges or securities regulatory authorities (with may thereafter publicly disclose such information in accordance with their rules and policies); (ii) the Canada Revenue Agency, the Internal Revenue Service or other taxing authorities; and (iii) any of the other parties involved in the transactions described within this Warrant Certificate, including legal counsel, and may be included in record books prepared in connection with the transactions described herein. By accepting this Warrant Certificate, the Holder is deemed to be consenting to the foregoing collection, use and disclosure of the Holder’s information; and (vii) hereby provides consent to the disclosure of his, her or its information to the Canadian Securities Exchange (the “CSE”) pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collection, use and disclosure of his, her or its information by the CSE in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSE, Brainsway from time to time. Brainsway shall not be liable for any unauthorized warranty or representation made by the Distributor and the Distributor shall incur no liability on behalf of Brainsway.

Representation and Warranty. (a) The Corporation hereby represents and warrants with and to the Holder that the Corporation is duly authorized and has the corporate power and authority to create and issue the Warrants evidenced by this Warrant Certificate and the Class B Common Shares issuable upon the exercise hereof and to perform its obligations hereunder. (b) By accepting this Warrant Certificate on the date hereof, the Holder hereby represents and warrants with and to the Corporation that the Holder: (i) is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act and, was not formed for the specific purpose of acquiring the Class B Common Shares and is entering into this Warrant Certificate for his, her or its own account for investment purposes only, and not with a view toward the distribution or the resale thereof and that the Warrants and the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunder; (ii) UNDERSTANDS THAT THE ISSUANCE OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT), OR THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEEN, AND IS NOT ANTICIPATED TO BE, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”); (iii) understands that the Warrants are not part of a public offering facilitated by means of any form of general solicitation or general advertising not permitted by Regulation D under the Securities Act and understands that the Warrants may not be offered, resold or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements of the Securities Act, and, in each case, in compliance with any applicable state or foreign securities or “blue sky” laws fows (which imposes substantial restrictions on transfer) and determination by the Corporation that any such resale or transfer will not cause the Corporation to be required to register as an investment company under the Investment Company Act; (iv) the representations and warranties of the Holder contained in that certain Warrant Subscription Certificate dated as of January 13, 2020 [ ] and entered into by the Holder, are true and correct in all material respects as of the date hereof and shall survive the issuance of the Warrants. (v) if required by applicable securities laws, the Corporation or the Parent Corporation, the Holder covenants and agrees to execute, deliver and file or assist, including by way of providing requisite information, the Corporation or the Parent Corporation, as applicable, in filing such reports, undertakings and other documents with respect to the issuance of the Warrants, the Class B Common Shares or any shares of the Parent Corporation as may be required by any securities commission, stock exchange or other regulatory authority; (vi) acknowledges and consents to the collection, use and disclosure of the information provided by the Holder or collected by the Corporation, the Parent Corporation or their agents as reasonably necessary in connection with the Holder’s Holder subscription of the Warrants, the Class B Common Shares or any shares of the Parent Corporation. Such information is being collected by the Corporation or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s Holder eligibility to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued to the Holder and completing filings required by any stock exchange or securities regulatory authority. The Holder’s Holder information may be disclosed by the Corporation or the Parent Corporation to: (i) stock exchanges or securities regulatory authorities (with may thereafter publicly disclose such information in accordance with their rules and policies); (ii) the Canada Revenue Agency, the Internal Revenue Service or other taxing authorities; and (iii) any of the other parties involved in the transactions described within this Warrant Certificate, including legal counsel, and may be included in record books prepared in connection with the transactions described herein. By accepting this Warrant Certificate, the Holder is deemed to be consenting to the foregoing collection, use and disclosure of the Holder’s Holder information; and (vii) hereby provides consent to the disclosure of his, her or its information to the Canadian Securities Exchange (the “CSE”) pursuant to Form CSE orm 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collection, use and disclosure of his, her or its information by the CSE in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSE, from time to time.

Representation and Warranty. Except as disclosed to Vical prior to the --------------------------- date of this Agreement, CytRx represents and warrants to Vical that as of the date of this Agreement: (a) The Corporation hereby represents and warrants with and to the Holder that best of CytRx's knowledge, the Corporation CytRx Poloxamer Intellectual Property is duly authorized owned by or licensed to CytRx and is not invalid or unenforceable, in whole or in part; (b) it has the corporate full right, power and authority to create and issue the Warrants evidenced by enter into this Warrant Certificate and the Class B Common Shares issuable upon the exercise hereof Agreement, and to perform grant the licenses granted under Article II hereof; (c) it has not previously assigned, transferred, conveyed or otherwise encumbered its obligations hereunder. right, title and interest in CytRx Poloxamer Intellectual Property in the Field; (bd) By accepting this Warrant Certificate on the date hereof, the Holder hereby represents and warrants with and to the Corporation that best of CytRx's knowledge, it is the Holder: (i) sole and exclusive owner or licensee of CytRx Poloxamer Intellectual Property in the Field, all of which is an “accredited investor” within the meaning free and clear of Rule 501(a) of Regulation D under the Securities Act andany liens, was not formed for the specific purpose of acquiring the Class B Common Shares charges and is entering into this Warrant Certificate for his, her or its own account for investment purposes onlyencumbrances, and not with a view toward the distribution no other person, corporate or the resale thereof and that the Warrants and the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws other private entity, or unless such disposition is exempt from registration thereunder; (ii) UNDERSTANDS THAT THE ISSUANCE OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT)governmental entity or subdivision thereof, OR THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEEN, AND IS NOT ANTICIPATED TO BE, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”); (iii) understands that the Warrants are not part has or shall have any claim of a public offering facilitated by means of any form of general solicitation or general advertising not permitted by Regulation D under the Securities Act and understands that the Warrants may not be offered, resold or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements of the Securities Act, and, in each case, in compliance with any applicable state or foreign securities or “blue sky” laws (which imposes substantial restrictions on transfer) and determination by the Corporation that any such resale or transfer will not cause the Corporation to be required to register as an investment company under the Investment Company Act; (iv) the representations and warranties of the Holder contained in that certain Warrant Subscription Certificate dated as of January 13, 2020 and entered into by the Holder, are true and correct in all material respects as of the date hereof and shall survive the issuance of the Warrants. (v) if required by applicable securities laws, the Corporation or the Parent Corporation, the Holder covenants and agrees to execute, deliver and file or assist, including by way of providing requisite information, the Corporation or the Parent Corporation, as applicable, in filing such reports, undertakings and other documents ownership with respect to the issuance CytRx Poloxamer Intellectual Property in the Field, whatsoever; (e) to the best of the WarrantsCytRx's knowledge, the Class B Common Shares licensed CytRx Poloxamer Intellectual Property and the research, development, manufacture, use, sale and/or import of TranzFect, do not interfere with or infringe any shares of the Parent Corporation as may be required intellectual property rights owned or possessed by any securities commissionthird party; (f) there are no claims, stock exchange judgments or other regulatory authority; (vi) acknowledges and consents settlements against or owed by CytRx or pending or threatened claims or litigation relating to the collection, use and disclosure of the information provided by the Holder or collected by the Corporation, the Parent Corporation or their agents as reasonably necessary in connection with the Holder’s subscription of the Warrants, the Class B Common Shares or any shares of the Parent Corporation. Such information is being collected by the Corporation or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s eligibility to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued to the Holder and completing filings required by any stock exchange or securities regulatory authority. The Holder’s information may be disclosed by the Corporation or the Parent Corporation to: (i) stock exchanges or securities regulatory authorities (with may thereafter publicly disclose such information in accordance with their rules and policies); (ii) the Canada Revenue Agency, the Internal Revenue Service or other taxing authoritiesCytRx Poloxamer Intellectual Property; and (iiig) any of CytRx has disclosed to Vical all reasonably relevant information regarding the other parties involved in the transactions described within CytRx Poloxamer Intellectual Property licensed under this Warrant CertificateAgreement, including legal counsel, and may be included in record books prepared in connection with the transactions described herein. By accepting this Warrant Certificate, the Holder is deemed to be consenting to the foregoing collection, use and disclosure of the Holder’s information; and (vii) hereby provides consent to the disclosure of his, her or its information to the Canadian Securities Exchange (the “CSE”) pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collection, use and disclosure of his, her or its information all patent opinions obtained by the CSE in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSE, from time to timeCytRx related thereto.

Representation and Warranty. (a) The Corporation hereby To induce the Lenders to enter into this Amendment, the Borrower represents and warrants with and to that, as of the Holder that the Corporation is duly authorized and has the corporate power and authority to create and issue the Warrants evidenced by this Warrant Certificate and the Class B Common Shares issuable upon the exercise hereof and to perform its obligations hereunder. (b) By accepting this Warrant Certificate on the date hereof, the Holder hereby represents and warrants with and to the Corporation that the HolderAmendment Effective Date: (i) is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act and, was not formed for the specific purpose of acquiring the Class B Common Shares and is entering into this Warrant Certificate for his, her or its own account for investment purposes only, and not with a view toward the distribution or the resale thereof and that the Warrants and the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunder; (ii) UNDERSTANDS THAT THE ISSUANCE OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT), OR THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEEN, AND IS NOT ANTICIPATED TO BE, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”); (iii) understands that the Warrants are not part of a public offering facilitated by means of any form of general solicitation or general advertising not permitted by Regulation D under the Securities Act and understands that the Warrants may not be offered, resold or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements of the Securities Act, and, in each case, in compliance with any applicable state or foreign securities or “blue sky” laws (which imposes substantial restrictions on transfer) and determination by the Corporation that any such resale or transfer will not cause the Corporation to be required to register as an investment company under the Investment Company Act; (iva) the representations and warranties contained in Article V of the Holder Amended Credit Agreement (excluding, however the representations and warranties contained in that certain Warrant Subscription Certificate dated as Sections 5.9, 5.10 and 5.12 of January 13, 2020 and entered into by the Holder, Amended Credit Agreement) are true and correct in all material respects except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct, on and as of the date hereof and shall survive the issuance of the Warrants. (v) if required by applicable securities laws, the Corporation or the Parent Corporation, the Holder covenants and agrees to execute, deliver and file or assist, including by way of providing requisite information, the Corporation or the Parent Corporation, as applicable, in filing such reports, undertakings and other documents with respect to the issuance of the Warrants, the Class B Common Shares or any shares of the Parent Corporation as may be required by any securities commission, stock exchange or other regulatory authorityAmendment Effective Date; (vib) acknowledges no Default and consents to no Prepayment Event and no event which (with notice or lapse of time or both) would become a Prepayment Event has occurred and is continuing under the collectionAmended Credit Agreement; (c) the execution, use delivery and disclosure of the information provided performance by the Holder or collected Borrower of this Amendment and the Amended Credit Agreement are within the Borrower’s corporate powers, have been duly authorized by the Corporationall necessary corporate action, the Parent Corporation or their agents as reasonably necessary in connection with the Holder’s subscription of the Warrants, the Class B Common Shares or any shares of the Parent Corporation. Such information is being collected by the Corporation or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s eligibility to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued to the Holder and completing filings required by any stock exchange or securities regulatory authority. The Holder’s information may be disclosed by the Corporation or the Parent Corporation to: do not: (i) stock exchanges contravene the Borrower’s Organic Documents; (ii) contravene any law or securities governmental regulation of any Applicable Jurisdiction except as would not reasonably be expected to result in a Material Adverse Effect; (iii) contravene any contractual restriction binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; or (iv) result in, or require the creation or imposition of, any Lien on any of the Borrower’s properties except as would not reasonably be expected to result in a Material Adverse Effect; (d) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory authorities body or other Person is required for the due execution, delivery or performance by the Borrower of this Amendment or the other Loan Documents as amended hereby (with may thereafter publicly disclose such information except for authorizations or approvals not required to be obtained on or prior to the Amendment Effective Date that have been obtained or actions not required to be taken on or prior to the Amendment Effective Date that have been taken); and (e) this Amendment and the Loan Documents amended hereby constitute the legal, valid and binding obligations of the Borrower enforceable in accordance with their rules and policies); (ii) respective terms, except as the Canada Revenue Agency, the Internal Revenue Service or other taxing authorities; and (iii) any of the other parties involved in the transactions described within this Warrant Certificate, including legal counsel, and enforceability thereof may be included in record books prepared in connection with limited by bankruptcy, insolvency or similar laws affecting the transactions described herein. By accepting this Warrant Certificate, the Holder is deemed to be consenting to the foregoing collection, use and disclosure enforcement of the Holder’s information; and (vii) hereby provides consent to the disclosure of his, her creditors’ rights generally or its information to the Canadian Securities Exchange (the “CSE”) pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collection, use and disclosure of his, her or its information by the CSE in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSE, from time to timegeneral equitable principles.

Representation and Warranty. (a) The Corporation 4.1 Each of the Transferors hereby represents and warrants with and to the Holder Transferee respectively: (1) as to the Transferor that is a natural person, he has full capacity to take civil actions as well as complete ability to bear civil liability under PRC laws; as to the Transferor that is a legal person, it is a legal person entity duly established and effectively existing under PRC laws with good conditions and capacity to operate legally. Upon execution, this Agreement constitutes legally valid and binding obligation of such Transferor and is enforceable against such Transferor in accordance with provisions herein; (2) to the extent applicable, the individual signing this Agreement has been duly and fully authorized or has the authority to execute this Agreement on behalf of such Transferor; (3) the Transferor warrants that its transfer of equity interest to the Transferee and/or Designee in accordance with this Agreement has been agreed by all creditors of the Confirming Party including banks and other related parties and is neither in violation of PRC laws, regulations or other provisions of relevant governmental authorities nor in breach of any agreement that it has entered into with any third party; (4) the Transferor warrants that as of the execution date of this Agreement, it has completely fulfilled all obligations under equity transfer to make this Agreement legally valid; and (5) the Transferor warrants that the Corporation equity interest owned by it is legally obtained and held by such Transferor and the transferred equity does not and will not have any mortgage, pledge or lien encumbrance, nor any security right of whatsoever kind of any third party, other than any security interest under the Security Agreement. 4.2 The Transferee hereby represents and warrants to the Transferors: (1) the Transferee is a company established and effectively existing under PRC laws; (2) the Transferee has authority to execute this Agreement and the Transferee has obtained all proper authorization and completed all internal approval procedures to execute this Agreement; and (3) the individual signing this Agreement has been duly authorized and has the corporate power and authority to create and issue execute this Agreement on behalf of the Warrants evidenced by this Warrant Certificate Transferee. 4.3 The Transferors and the Class B Common Shares issuable upon the exercise hereof Transferee represent and to perform its obligations hereunder. (b) By accepting this Warrant Certificate on the date hereof, the Holder hereby represents and warrants with and warrant to the Corporation other party, respectively, that the Holder: (i) is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act and, was not formed for the specific purpose of acquiring the Class B Common Shares and is entering into this Warrant Certificate for his, her or its own account for investment purposes only, and not with a view toward the distribution or the resale thereof and that the Warrants and the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunder; (ii) UNDERSTANDS THAT THE ISSUANCE OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT), OR THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEEN, AND IS NOT ANTICIPATED TO BE, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”); (iii) understands that the Warrants are not part of a public offering facilitated by means of any form of general solicitation or general advertising not permitted by Regulation D under the Securities Act and understands that the Warrants may not be offered, resold or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements of the Securities Act, and, in each case, in compliance with any applicable state or foreign securities or “blue sky” laws (which imposes substantial restrictions on transfer) and determination by the Corporation that any such resale or transfer will not cause the Corporation to be required to register as an investment company under the Investment Company Act; (iv) the representations and warranties of made to the Holder contained in that certain Warrant Subscription Certificate dated as of January 13, 2020 and entered into by the Holder, other party are true and correct in all there is not any hiding, untrue or misleading statement, nor any material respects as of the date hereof and shall survive the issuance of the Warrantsmissing statement. (v) if required by applicable securities laws, the Corporation or the Parent Corporation, the Holder covenants and agrees to execute, deliver and file or assist, including by way of providing requisite information, the Corporation or the Parent Corporation, as applicable, in filing such reports, undertakings and other documents with respect to the issuance of the Warrants, the Class B Common Shares or any shares of the Parent Corporation as may be required by any securities commission, stock exchange or other regulatory authority; (vi) acknowledges and consents to the collection, use and disclosure of the information provided by the Holder or collected by the Corporation, the Parent Corporation or their agents as reasonably necessary in connection with the Holder’s subscription of the Warrants, the Class B Common Shares or any shares of the Parent Corporation. Such information is being collected by the Corporation or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s eligibility to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued to the Holder and completing filings required by any stock exchange or securities regulatory authority. The Holder’s information may be disclosed by the Corporation or the Parent Corporation to: (i) stock exchanges or securities regulatory authorities (with may thereafter publicly disclose such information in accordance with their rules and policies); (ii) the Canada Revenue Agency, the Internal Revenue Service or other taxing authorities; and (iii) any of the other parties involved in the transactions described within this Warrant Certificate, including legal counsel, and may be included in record books prepared in connection with the transactions described herein. By accepting this Warrant Certificate, the Holder is deemed to be consenting to the foregoing collection, use and disclosure of the Holder’s information; and (vii) hereby provides consent to the disclosure of his, her or its information to the Canadian Securities Exchange (the “CSE”) pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collection, use and disclosure of his, her or its information by the CSE in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSE, from time to time.

Representation and Warranty. NEOGENESIS represents and warrants to MERCK that as of the date of this Agreement: (a) The Corporation hereby represents and warrants with and to the Holder that best of NEOGENESIS's knowledge, the Corporation is duly authorized NEOGENESIS Patent Rights and NEOGENESIS Know-How are subsisting and are not invalid or unenforceable, in whole or in part; (b) the compounds contained in the NeoMorph Screening Library are proprietary NEOGENESIS compounds and, to the best knowledge of NEOGENESIS, no third party has any rights, intellectual property or otherwise in or to such compounds; * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. (c) it has the corporate full right, power and authority to create and issue enter into this Agreement, to perform the Warrants evidenced by this Warrant Certificate and the Class B Common Shares issuable upon the exercise hereof Research Program and to perform its obligations hereunder.grant the licenses granted under Article III hereof, (bd) By accepting this Warrant Certificate on the date hereofit has not previously assigned, the Holder hereby represents transferred, conveyed or otherwise encumbered its right, title and warrants with and to the Corporation that the Holder: (i) is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act andinterest in NEOGENESIS Patent Rights, was not formed for the specific purpose of acquiring the Class B Common Shares and is entering into this Warrant Certificate for hisNEOGENESIS Know-How, her or its own account for investment purposes only, and not with a view toward the distribution or the resale thereof and compounds contained in the NeoMorph Screening Library that are the Warrants and the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereundersubject of this Agreement; (iie) UNDERSTANDS THAT THE ISSUANCE OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT)to the best of NEOGENESIS's knowledge, OR THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEENit is the sole and exclusive owner of NEOGENESIS Patent Rights, AND IS NOT ANTICIPATED TO BENEOGENESIS Know-How, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940and the NeoMorph Screening Library, AS AMENDED (THE “INVESTMENT COMPANY ACT”); (iii) understands that the Warrants all of which are not part of a public offering facilitated by means free and clear of any form liens, charges and encumbrances, and no other person, corporate or other private entity, or governmental entity or subdivision thereof, has or shall have any claim of general solicitation or general advertising not permitted by Regulation D under the Securities Act and understands that the Warrants may not be offered, resold or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements of the Securities Act, and, in each case, in compliance with any applicable state or foreign securities or “blue sky” laws (which imposes substantial restrictions on transfer) and determination by the Corporation that any such resale or transfer will not cause the Corporation to be required to register as an investment company under the Investment Company Act; (iv) the representations and warranties of the Holder contained in that certain Warrant Subscription Certificate dated as of January 13, 2020 and entered into by the Holder, are true and correct in all material respects as of the date hereof and shall survive the issuance of the Warrants. (v) if required by applicable securities laws, the Corporation or the Parent Corporation, the Holder covenants and agrees to execute, deliver and file or assist, including by way of providing requisite information, the Corporation or the Parent Corporation, as applicable, in filing such reports, undertakings and other documents ownership with respect to the issuance of the WarrantsNEOGENESIS Patent Rights or NEOGENESIS Know-How licensed to MERCK hereunder, the Class B Common Shares or any shares of the Parent Corporation as may be required by any securities commission, stock exchange or other regulatory authority; (vi) acknowledges and consents to the collection, use and disclosure of the information provided by the Holder or collected by the Corporation, the Parent Corporation or their agents as reasonably necessary in connection with the Holder’s subscription of the Warrants, the Class B Common Shares or any shares of the Parent Corporation. Such information is being collected by the Corporation or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s eligibility to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued to the Holder and completing filings required by any stock exchange or securities regulatory authority. The Holder’s information may be disclosed by the Corporation or the Parent Corporation to: (i) stock exchanges or securities regulatory authorities (with may thereafter publicly disclose such information in accordance with their rules and policies); (ii) the Canada Revenue Agency, the Internal Revenue Service or other taxing authorities; and (iii) any of the other parties involved compounds contained in the transactions described within this Warrant Certificate, including legal counsel, and may be included in record books prepared in connection with the transactions described herein. By accepting this Warrant Certificate, the Holder is deemed to be consenting to the foregoing collection, use and disclosure of the Holder’s informationNeoMorph Screening Library; and (viif) hereby provides consent there are no claims, judgments or settlements against or owed by the NEOGENESIS or, to the disclosure best of hisNEOGENESIS' knowledge, her pending or its information threatened claims or litigation relating to the Canadian Securities Exchange (NEOGENESIS Patent Rights, NEOGENESIS Know-How, or the “CSE”) pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collection, use and disclosure of his, her or its information by the CSE in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSE, from time to timeNeoMorph Screening Library.

Representation and Warranty. (a) The Corporation hereby represents and warrants with and to the Holder that the Corporation is duly authorized and has the corporate power and authority to create and issue the Warrants evidenced by this Warrant Certificate and the Class B Common Shares issuable upon the exercise hereof and to perform its obligations hereunder. (b) By accepting this Warrant Certificate on the date hereof, the Holder hereby represents and warrants with and to the Corporation that the Holder: (i) is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act and, was not formed for the specific purpose of acquiring the Class B Common Shares and is entering into this Warrant Certificate for his, her or its own account for investment purposes only, and not with a view toward the distribution or the resale thereof and that the Warrants and the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunder; (ii) UNDERSTANDS THAT THE ISSUANCE OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT), OR THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEEN, AND IS NOT ANTICIPATED TO BE, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”); (iii) understands that the Warrants are not part of a public offering facilitated by means of any form of general solicitation or general advertising not permitted by Regulation D under the Securities Act and understands that the Warrants may not be offered, resold or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements of the Securities Act, and, in each case, in compliance with any applicable state or foreign securities or “blue sky” laws (which imposes substantial restrictions on transfer) and determination by the Corporation that any such resale or transfer will not cause the Corporation to be required to register as an investment company under the Investment Company Act; (iv) the representations and warranties of the Holder contained in that certain Warrant Subscription Certificate dated as of January 13, 2020 [ ] and entered into by the Holder, are true and correct in all material respects as of the date hereof and shall survive the issuance of the Warrants. (v) if required by applicable securities laws, the Corporation or the Parent Corporation, the Holder covenants and agrees to execute, deliver and file or assist, including by way of providing requisite information, the Corporation or the Parent Corporation, as applicable, in filing such reports, undertakings and other documents with respect to the issuance of the Warrants, the Class B Common Shares or any shares of the Parent Corporation as may be required by any securities commission, stock exchange or other regulatory authority; (vi) acknowledges and consents to the collection, use and disclosure of the information provided by the Holder or collected by the Corporation, the Parent Corporation or their agents as reasonably necessary in connection with the Holder’s subscription of the Warrants, the Class B Common Shares or any shares of the Parent Corporation. Such information is being collected by the Corporation or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s eligibility to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued to the Holder and completing filings required by any stock exchange or securities regulatory authority. The Holder’s information may be disclosed by the Corporation or the Parent Corporation to: (i) stock exchanges or securities regulatory authorities (with may thereafter publicly disclose such information in accordance with their rules and policies); (ii) the Canada Revenue Agency, the Internal Revenue Service or other taxing authorities; and (iii) any of the other parties involved in the transactions described within this Warrant Certificate, including legal counsel, and may be included in record books prepared in connection with the transactions described herein. By accepting this Warrant Certificate, the Holder is deemed to be consenting to the foregoing collection, use and disclosure of the Holder’s information; and (vii) hereby provides consent to the disclosure of his, her or its information to the Canadian Securities Exchange (the “CSE”) pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collection, use and disclosure of his, her or its information by the CSE in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSE, from time to time.

Representation and Warranty. (a) The Corporation hereby deCODE represents and warrants with and to MERCK that as of the Holder that the Corporation is duly authorized and date of this Agreement: (i) it has the corporate full right, power and authority to create and issue enter into this Agreement, to perform the Warrants evidenced by this Warrant Certificate and the Class B Common Shares issuable upon the exercise hereof Research Program and to perform grant the licenses granted under Article 3 hereof; (ii) it has not previously assigned, transferred, conveyed or otherwise encumbered its obligations hereunderright, title and interest in Patent Rights, deCODE Know-How or deCODE Prior Know-How; (iii) to the best of deCODE’s knowledge, it is the sole and exclusive owner of the Patent Rights and deCODE Know-How(excluding those rights included in the foregoing on basis that deCODE has Control solely through license rights from a Third Party), all of which are (and shall be, in the case of deCODE Information and Invention) free and clear of any liens, charges and encumbrances, and no other person, corporate or other private entity, or governmental entity or subdivision thereof, has or shall have any claim of ownership whatsoever with respect to the Patent Rights and deCODE Know-How; (iv) there are no claims, judgments or settlements against or owed by deCODE or pending or threatened claims or litigation relating to the Patent Rights, deCODE Know-How and deCODE Prior Know-How(excluding those rights included in the foregoing on basis that deCODE has Control solely through license rights from a Third Party); and (v) deCODE has disclosed to MERCK all reasonably relevant information regarding the Patent Rights and deCODE Know-How licensed under this Agreement, including without limitation the existence of any patent opinions obtained by deCODE related thereto. (b) By accepting this Warrant Certificate on the date hereof, the Holder hereby MERCK represents and warrants with and to deCODE that as of the Corporation that the Holderdate of this Agreement: (i) is an “accredited investor” within it has the meaning of Rule 501(a) of Regulation D under the Securities Act andfull right, was not formed for the specific purpose of acquiring the Class B Common Shares power and is entering authority to enter into this Warrant Certificate for hisAgreement, her or its own account for investment purposes only, to perform the Research Program and not with a view toward to grant the distribution or the resale thereof and that the Warrants and the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered licenses granted under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunderArticle 3 hereof; (ii) UNDERSTANDS THAT THE ISSUANCE OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT)it has not previously assigned, OR THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEENtransferred, AND IS NOT ANTICIPATED TO BEconveyed or otherwise encumbered its right, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940title and interest in MERCK Patents, AS AMENDED (THE “INVESTMENT COMPANY ACT”)MERCK Collaboration Patents, Joint Collaboration Patents, MERCK Know-How or MERCK Prior Know-How; (iii) understands to the best of MERCK’s knowledge, it is the sole and exclusive owner of MERCK Patents, MERCK Collaboration Patents, MERCK Know-How or MERCK Prior Know-How(excluding those rights included in the foregoing on basis that MERCK has Control solely through license rights from a Third Party), all of which are (and shall be, in the Warrants are not part case of a public offering facilitated by means MERCK Information and Invention) free and clear of any form liens, charges and encumbrances, and no other person, corporate or other private entity, or governmental entity or subdivision thereof, has or shall have any claim of general solicitation ownership whatsoever with respect to MERCK Patents, MERCK Collaboration Patents, Joint Collaboration Patents, MERCK Know-How or general advertising not permitted by Regulation D under the Securities Act and understands that the Warrants may not be offered, resold or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements of the Securities Act, and, in each case, in compliance with any applicable state or foreign securities or “blue sky” laws (which imposes substantial restrictions on transfer) and determination by the Corporation that any such resale or transfer will not cause the Corporation to be required to register as an investment company under the Investment Company ActMERCK Prior Know-How; (iv) the representations and warranties of the Holder contained in that certain Warrant Subscription Certificate dated as of January 13there are no claims, 2020 and entered into judgments or settlements against or owed by the Holder, are true and correct in all material respects as of the date hereof and shall survive the issuance of the Warrants. (v) if required by applicable securities laws, the Corporation MERCK or the Parent Corporation, the Holder covenants and agrees to execute, deliver and file pending or assist, including by way of providing requisite information, the Corporation threatened claims or the Parent Corporation, as applicable, in filing such reports, undertakings and other documents with respect litigation relating to the issuance of the WarrantsMERCK Patents, the Class B Common Shares MERCK Collaboration Patents, Joint Collaboration Patents, MERCK Know-How or any shares of the Parent Corporation as may be required by any securities commission, stock exchange or other regulatory authority; (vi) acknowledges and consents to the collection, use and disclosure of the information provided by the Holder or collected by the Corporation, the Parent Corporation or their agents as reasonably necessary in connection with the Holder’s subscription of the Warrants, the Class B Common Shares or any shares of the Parent Corporation. Such information is being collected by the Corporation or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s eligibility to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued to the Holder and completing filings required by any stock exchange or securities regulatory authority. The Holder’s information may be disclosed by the Corporation or the Parent Corporation to: (i) stock exchanges or securities regulatory authorities (with may thereafter publicly disclose such information in accordance with their rules and policies); (ii) the Canada Revenue Agency, the Internal Revenue Service or other taxing authorities; and (iii) any of the other parties involved MERCK Prior Know-How(excluding those rights included in the transactions described within this Warrant Certificate, including legal counsel, and may be included in record books prepared in connection with the transactions described herein. By accepting this Warrant Certificate, the Holder is deemed to be consenting to the foregoing collection, use and disclosure of the Holder’s information; and (vii) hereby provides consent to the disclosure of his, her or its information to the Canadian Securities Exchange (the “CSE”) pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collection, use and disclosure of his, her or its information by the CSE in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSE, on basis that MERCK has Control solely through license rights from time to timea Third Party).

Representation and Warranty. (a) The Corporation Resigning Trustee hereby represents and warrants with and to the Holder that Corporation and Xxxxx Fargo that: (a) No covenant or condition contained in the Corporation is duly authorized and Indenture has been waived by the corporate power and authority to create and issue the Warrants evidenced by this Warrant Certificate and the Class B Common Shares issuable upon the exercise hereof and to perform its obligations hereunder.Resigning Trustee; (b) By accepting this Warrant Certificate on the date hereofThere is no action, the Holder hereby represents and warrants with and suit, or proceeding pending or, to the Corporation that best of the Holder: (i) is an “accredited investor” within knowledge of the meaning responsible officers of Rule 501(a) the Resigning Trustee assigned to its corporate trust department, threatened against the Resigning Trustee before any court or governmental authority arising out of Regulation D any action or omission by the Resigning Trustee as Trustee under the Securities Act and, was not formed for the specific purpose of acquiring the Class B Common Shares and is entering into this Warrant Certificate for his, her or its own account for investment purposes only, and not with a view toward the distribution or the resale thereof and that the Warrants and the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunderIndenture; (iic) UNDERSTANDS THAT THE ISSUANCE OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT)[To the best knowledge of the Resigning Trustee], OR THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEENno event has occurred or continuing which is, AND IS NOT ANTICIPATED TO BEor after notice or lapse of time would become, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”)an Event of Default under the Indenture; (iiid) understands that the Warrants are not part of a public offering facilitated by means of any form of general solicitation or general advertising not permitted by Regulation D under the Securities Act This Agreement has been duly authorized, executed and understands that the Warrants may not be offered, resold or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements delivered on behalf of the Securities Act, and, in each case, in compliance with any applicable state or foreign securities or “blue sky” laws (which imposes substantial restrictions on transfer) and determination by the Corporation that any such resale or transfer will not cause the Corporation to be required to register as an investment company under the Investment Company ActResigning Trustee; (ive) The Resigning Trustee has made or promptly will make available to Xxxxx Fargo originals, if available, or copies in its possession, of all documents relating to the representations Trust Estate created by the Indenture (the “Trust Estate”) and warranties all information in the possession of its corporate trust department relating to the administration and status of the Holder contained in that certain Warrant Subscription Certificate dated as of January 13Trust Estate, 2020 and entered into by the Holderincluding, are true and correct in all material respects as of the date hereof and shall survive the issuance of the Warrants. (v) if required by applicable securities lawsbut not limited to, the Corporation or the Parent Corporation, the Holder covenants and agrees to execute, deliver and file or assist, including by way of providing requisite information, the Corporation or the Parent Corporation, as applicable, in filing such reports, undertakings and other documents with respect to the issuance of the Warrants, the Class B Common Shares or any shares of the Parent Corporation as may be required by any securities commission, stock exchange or other regulatory authorityitems listed on Exhibit C attached hereto; (vif) acknowledges and consents to the collection, use and disclosure As of the information provided by the Holder or collected by the Corporationeffective date of this Agreement, the Parent Corporation Resigning Trustee will hold no moneys or their agents as reasonably necessary property under the Indenture; provided that, this representation and warranty shall not be deemed to apply to any investment obligations in connection with the Holder’s subscription of the Warrants, the Class B Common Shares which moneys on deposit in or any shares of the Parent Corporation. Such information is being collected by the Corporation or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s eligibility credited to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued to the Holder and completing filings required by any stock exchange or securities regulatory authority. The Holder’s information may be disclosed by the Corporation or the Parent Corporation to: (i) stock exchanges or securities regulatory authorities (with may thereafter publicly disclose such information in accordance with their rules and policies); (ii) the Canada Revenue Agency, the Internal Revenue Service or other taxing authorities; and (iii) any of the other parties involved in funds and accounts held by the transactions described within Resigning Trustee under the Indenture were invested that, by their terms, will pay investment earnings to the Resigning Trustee after the effective date of this Warrant Certificate, including legal counsel, and may be included in record books prepared in connection with Agreement. To the transactions described herein. By accepting extent the Resigning Trustee receives any such investment earnings after the effective date of this Warrant CertificateAgreement, the Holder is deemed Resigning Trustee will promptly transfer such investment earnings to be consenting Xxxxx Fargo by immediately available funds and provide an indication in writing to Xxxxx Fargo as to which funds or accounts established under the foregoing collection, use and disclosure of the Holder’s informationIndenture such investment earnings correlate; and (viig) hereby provides consent to the disclosure of his, her or its information to the Canadian Securities Exchange (the “CSE”) pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities As of the CSE or otherwise pursuant to such filing and date first named above, the collection, use and disclosure of his, her or its information by principal amount outstanding on the CSE in Bonds is $ . Interest on the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSE, from time to timeBonds has been paid through .

Representation and Warranty. (a) The Corporation hereby represents and warrants with and to the Holder that the Corporation is duly authorized and has the corporate power and authority to create and issue the Warrants evidenced by this Warrant Certificate and the Class B Common Shares issuable upon the exercise hereof and to perform its obligations hereunder. (b) By accepting this Warrant Certificate on the date hereof, the Holder hereby represents and warrants with and to the Corporation that the Holder: (i) is an “accredited investor” within the meaning of Rule 501(a) of Regulation egulation D under the Securities Act and, was not formed for the specific purpose of acquiring the Class B Common Shares and is entering into this Warrant Certificate for his, her or its own account for investment purposes only, and not with a view toward the distribution or the resale thereof and that the Warrants and the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunder; (ii) UNDERSTANDS THAT THE ISSUANCE OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT), OR THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEEN, AND IS NOT ANTICIPATED TO BE, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”); (iii) understands that the Warrants are not part of a public offering facilitated by means of any form of general solicitation or general advertising not permitted by Regulation D under the Securities Act and understands that the Warrants may not be offered, resold or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements of the Securities Act, and, in each case, in compliance with any applicable state or foreign securities or “blue sky” laws fows (which imposes substantial restrictions on transfer) and determination by the Corporation that any such resale or transfer will not cause the Corporation to be required to register as an investment company under the Investment Company Act; (iv) the representations and warranties of the Holder contained in that certain Warrant Subscription Certificate dated as of January 13, 2020 [ ] and entered into by the Holder, are true and correct in all material respects as of the date hereof and shall survive the issuance of the Warrants. (v) if required by applicable securities laws, the Corporation or the Parent Corporation, the Holder covenants and agrees to execute, deliver and file or assist, including by way of providing requisite information, the Corporation or the Parent Corporation, as applicable, in filing such reports, undertakings and other documents with respect to the issuance of the Warrants, the Class B Common Shares or any shares of the Parent Corporation as may be required by any securities commission, stock exchange or other regulatory authority; (vi) acknowledges and consents to the collection, use and disclosure of the information provided by the Holder or collected by the Corporation, the Parent Corporation or their agents as reasonably necessary in connection with the Holder’s Holder s subscription of the Warrants, the Class B Common Shares or any shares of the Parent Corporation. Such information is being collected by the Corporation or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s Holder eligibility to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued to the Holder and completing filings required by any stock exchange or securities regulatory authority. The Holder’s Holder s information may be disclosed by the Corporation or the Parent Corporation to: (i) stock exchanges or securities regulatory authorities (with may thereafter publicly disclose such information in accordance with their rules and policies); (ii) the Canada Revenue Agency, the Internal Revenue Service or other taxing authorities; and (iii) any of the other parties involved in the transactions described within this Warrant Certificate, including legal counsel, and may be included in record books prepared in connection with the transactions described herein. By accepting this Warrant Certificate, the Holder is deemed to be consenting to the foregoing collection, use and disclosure of the Holder’s Holder information; and (vii) hereby provides consent to the disclosure of his, her or its information to the Canadian Securities Exchange (the “CSE”) pursuant to Form CSE orm 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collection, use and disclosure of his, her or its information by the CSE in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSE, from time to time.

Representation and Warranty. (a) The Corporation hereby Supplier represents and warrants with and to the Holder that the Corporation is duly authorized Works do not infringe, misappropriate, or violate the copyright, trademark, patent, trade secret, or other proprietary right (collectively, “Intellectual Property Rights”) of any third party. Infringement Indemnity. Supplier shall defend, indemnify, and has hold harmless Sysco and its operating divisions, affiliates, and subsidiaries, including the corporate power officers, employees, and authority to create and issue the Warrants evidenced by this Warrant Certificate and the Class B Common Shares issuable upon the exercise hereof and to perform its obligations hereunder. agents of each (b) By accepting this Warrant Certificate on the date hereofcollectively, the Holder hereby represents “Sysco Entities”), from and warrants with against any and all suits, proceedings, claims, losses, and damages (including reasonable attorneys’ fees) related to the Corporation any claim by a third party alleging that the Holder: (i) is Sysco Entities’ use of the Works or any portion thereof constitutes an “accredited investor” within the meaning infringement of Rule 501(a) any Intellectual Property Right of Regulation D under the Securities Act and, was not formed for the specific purpose any kind of acquiring the Class B Common Shares and is entering into this Warrant Certificate for his, her or its own account for investment purposes only, and not with a view toward the distribution or the resale thereof and that the Warrants and the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunder; (ii) UNDERSTANDS THAT third party. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL THE ISSUANCE SYSCO ENTITIES BE LIABLE FOR ANY DAMAGE CAUSED BY THE USE OR MISUSE BY ANY THIRD PARTY OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT)WORKS, OR ANY PORTION THEREOF. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL THE LAWS OF SYSCO ENTITIES BE LIABLE FOR ANY STATE SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF THE UNITED STATES WORKS OR ANY PORTION THEREOF, EVEN IF SYSCO OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF AMERICA OR THE LAWS POSSIBILITY OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEENSUCH DAMAGES. IN NO EVENT SHALL SYSCO’S TOTAL LIABILITY TO SUPPLIER FOR ALL DAMAGES, LOSSES, AND IS NOT ANTICIPATED CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING UNDER OR RELATED TO BE, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED THIS AGREEMENT EXCEED ONE HUNDERED DOLLARS (THE “INVESTMENT COMPANY ACT”$100); (iii) understands that the Warrants are not part of a public offering facilitated by means of any form of general solicitation or general advertising not permitted by Regulation D under the Securities Act and understands that the Warrants . Applicable law may not be offeredallow the limitation or exclusion of liability or incidental or consequential damages, resold so the above limitation or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant exclusion may not apply to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements of the Securities Act, and, in each case, in compliance with any applicable state or foreign securities or “blue sky” laws (which imposes substantial restrictions on transfer) and determination by the Corporation that any such resale or transfer will not cause the Corporation to be required to register as an investment company under the Investment Company Act; (iv) the representations and warranties of the Holder contained in that certain Warrant Subscription Certificate dated as of January 13, 2020 and entered into by the Holder, are true and correct in all material respects as of the date hereof and shall survive the issuance of the WarrantsSupplier. (v) if required by applicable securities laws, the Corporation or the Parent Corporation, the Holder covenants and agrees to execute, deliver and file or assist, including by way of providing requisite information, the Corporation or the Parent Corporation, as applicable, in filing such reports, undertakings and other documents with respect to the issuance of the Warrants, the Class B Common Shares or any shares of the Parent Corporation as may be required by any securities commission, stock exchange or other regulatory authority; (vi) acknowledges and consents to the collection, use and disclosure of the information provided by the Holder or collected by the Corporation, the Parent Corporation or their agents as reasonably necessary in connection with the Holder’s subscription of the Warrants, the Class B Common Shares or any shares of the Parent Corporation. Such information is being collected by the Corporation or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s eligibility to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued to the Holder and completing filings required by any stock exchange or securities regulatory authority. The Holder’s information may be disclosed by the Corporation or the Parent Corporation to: (i) stock exchanges or securities regulatory authorities (with may thereafter publicly disclose such information in accordance with their rules and policies); (ii) the Canada Revenue Agency, the Internal Revenue Service or other taxing authorities; and (iii) any of the other parties involved in the transactions described within this Warrant Certificate, including legal counsel, and may be included in record books prepared in connection with the transactions described herein. By accepting this Warrant Certificate, the Holder is deemed to be consenting to the foregoing collection, use and disclosure of the Holder’s information; and (vii) hereby provides consent to the disclosure of his, her or its information to the Canadian Securities Exchange (the “CSE”) pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collection, use and disclosure of his, her or its information by the CSE in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSE, from time to time.

Representation and Warranty. (a) The Corporation hereby deCODE represents and warrants with and to MERCK that as of the Holder that the Corporation is duly authorized and date of this Agreement: (i) it has the corporate full right, power and authority to create and issue enter into this Agreement, to perform the Warrants evidenced by this Warrant Certificate and the Class B Common Shares issuable upon the exercise hereof Research Program and to perform grant the licenses granted under Article 3 hereof; (ii) it has not previously assigned, transferred, conveyed or otherwise encumbered its obligations hereunderright, title and interest in Patent Rights, deCODE Know-How or deCODE Prior Know-How; (iii) to the best of deCODE's knowledge, it is the sole and exclusive owner of the Patent Rights and deCODE Know-How(excluding those rights included in the foregoing on basis that deCODE has Control solely through license rights from a Third Party), all of which are (and shall be, in the case of deCODE Information and Invention) free and clear of any liens, charges and encumbrances, and no other person, corporate or other private entity, or governmental entity or subdivision thereof, has or shall have any claim of ownership whatsoever with respect to the Patent Rights and deCODE Know-How; (iv) there are no claims, judgments or settlements against or owed by deCODE or pending or threatened claims or litigation relating to the Patent Rights, deCODE Know-How and deCODE Prior Know-How(excluding those rights included in the foregoing on basis that deCODE has Control solely through license rights from a Third Party); and (v) deCODE has disclosed to MERCK all reasonably relevant information regarding the Patent Rights and deCODE Know-How licensed under this Agreement, including without limitation the existence of any patent opinions obtained by deCODE related thereto. (b) By accepting this Warrant Certificate on the date hereof, the Holder hereby MERCK represents and warrants with and to deCODE that as of the Corporation that the Holderdate of this Agreement: (i) is an “accredited investor” within it has the meaning of Rule 501(a) of Regulation D under the Securities Act andfull right, was not formed for the specific purpose of acquiring the Class B Common Shares power and is entering authority to enter into this Warrant Certificate for hisAgreement, her or its own account for investment purposes only, to perform the Research Program and not with a view toward to grant the distribution or the resale thereof and that the Warrants and the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered licenses granted under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunderArticle 3 hereof; (ii) UNDERSTANDS THAT THE ISSUANCE OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT)it has not previously assigned, OR THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEENtransferred, AND IS NOT ANTICIPATED TO BEconveyed or otherwise encumbered its right, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940title and interest in MERCK Patents, AS AMENDED (THE “INVESTMENT COMPANY ACT”)MERCK Collaboration Patents, Joint Collaboration Patents, MERCK Know-How or MERCK Prior Know-How; (iii) understands to the best of MERCK's knowledge, it is the sole and exclusive owner of MERCK Patents, MERCK Collaboration Patents, MERCK Know-How or MERCK Prior Know-How(excluding those rights included in the foregoing on basis that MERCK has Control solely through license rights from a Third Party), all of which are (and shall be, in the Warrants are not part case of a public offering facilitated by means MERCK Information and Invention) free and clear of any form liens, charges and encumbrances, and no other person, corporate or other private entity, or governmental entity or subdivision thereof, has or shall have any claim of general solicitation ownership whatsoever with respect to MERCK Patents, MERCK Collaboration Patents, Joint Collaboration Patents, MERCK Know-How or general advertising not permitted by Regulation D under the Securities Act and understands that the Warrants may not be offered, resold or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements of the Securities Act, and, in each case, in compliance with any applicable state or foreign securities or “blue sky” laws (which imposes substantial restrictions on transfer) and determination by the Corporation that any such resale or transfer will not cause the Corporation to be required to register as an investment company under the Investment Company ActMERCK Prior Know-How; (iv) the representations and warranties of the Holder contained in that certain Warrant Subscription Certificate dated as of January 13there are no claims, 2020 and entered into judgments or settlements against or owed by the Holder, are true and correct in all material respects as of the date hereof and shall survive the issuance of the Warrants. (v) if required by applicable securities laws, the Corporation MERCK or the Parent Corporation, the Holder covenants and agrees to execute, deliver and file pending or assist, including by way of providing requisite information, the Corporation threatened claims or the Parent Corporation, as applicable, in filing such reports, undertakings and other documents with respect litigation relating to the issuance of the WarrantsMERCK Patents, the Class B Common Shares MERCK Collaboration Patents, Joint Collaboration Patents, MERCK Know-How or any shares of the Parent Corporation as may be required by any securities commission, stock exchange or other regulatory authority; (vi) acknowledges and consents to the collection, use and disclosure of the information provided by the Holder or collected by the Corporation, the Parent Corporation or their agents as reasonably necessary in connection with the Holder’s subscription of the Warrants, the Class B Common Shares or any shares of the Parent Corporation. Such information is being collected by the Corporation or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s eligibility to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued to the Holder and completing filings required by any stock exchange or securities regulatory authority. The Holder’s information may be disclosed by the Corporation or the Parent Corporation to: (i) stock exchanges or securities regulatory authorities (with may thereafter publicly disclose such information in accordance with their rules and policies); (ii) the Canada Revenue Agency, the Internal Revenue Service or other taxing authorities; and (iii) any of the other parties involved MERCK Prior Know-How(excluding those rights included in the transactions described within this Warrant Certificate, including legal counsel, and may be included in record books prepared in connection with the transactions described herein. By accepting this Warrant Certificate, the Holder is deemed to be consenting to the foregoing collection, use and disclosure of the Holder’s information; and (vii) hereby provides consent to the disclosure of his, her or its information to the Canadian Securities Exchange (the “CSE”) pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collection, use and disclosure of his, her or its information by the CSE in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSE, on basis that MERCK has Control solely through license rights from time to timea Third Party).

Representation and Warranty. 8.1 The license and cooperation between the parties under this Agreement are non-exclusive in the Territory and terminable subject to the terms and conditions hereunder. No provision of this Agreement is meant to preclude either party from using or licensing its Trademarks to any third party. 8.2 The Licensor represents and warrants that the terms and conditions agreed between the Licensor and the Company hereunder shall in all material respects be equal to and not less favorable than those offered to or agreed with any third party by the Licensor within the Territory who is a competitor of the Company in the game business (including but not limited to the mobile operators in the Territory). For the avoidance of doubt, if the Licensor, in its ordinary course of business, enters into an agreement with any third party who is a competitor of the Company in the game business within the Territory (including the mobile operators), and the terms and conditions offered to or agreed with such third party by the Licensor be more favorable than those offered to or agreed with the Company hereunder, the following conditions shall be apply: (a) The Corporation hereby represents the Licensor shall offer the Company under this Agreement the same terms and warrants with and to the Holder conditions as those that the Corporation is duly authorized Licensor offered and has the corporate power and authority to create and issue the Warrants evidenced by this Warrant Certificate and the Class B Common Shares issuable upon the exercise hereof and to perform its obligations hereunder.agreed with such third party; or (b) By accepting the Company shall be entitled to terminate this Warrant Certificate on Agreement at its convenience and without any liability to the date hereof, Licensor and the Holder hereby parties shall comply with clause 13.6 forthwith. 8.3 The Licensor represents and warrants with and to solely for the Corporation that benefit of the Holder: Company that: (i) is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act and, was not formed for the specific purpose of acquiring the Class B Common Shares and is entering into this Warrant Certificate for his, her or its own account for investment purposes only, and not with a view toward the distribution or the resale thereof and that the Warrants and the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunder; (ii) UNDERSTANDS THAT THE ISSUANCE OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT), OR THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEEN, AND IS NOT ANTICIPATED TO BE, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”); (iii) understands that the Warrants are not part of a public offering facilitated by means of any form of general solicitation or general advertising not permitted by Regulation D under the Securities Act and understands that the Warrants may not be offered, resold or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements of the Securities Act, and, in each case, in compliance with any applicable state or foreign securities or “blue sky” laws (which imposes substantial restrictions on transfer) and determination by the Corporation that any such resale or transfer will not cause the Corporation to be required to register as an investment company under the Investment Company Act; (iv) the representations and warranties of the Holder contained in that certain Warrant Subscription Certificate dated as of January 13, 2020 and entered into by the Holder, are true and correct in all material respects as of the date hereof of this Agreement, the Licensor is the legal and shall survive the issuance beneficial owner (or rightful user or licensee) of the Warrants. (v) if required by applicable securities lawsintellectual property rights pertaining to the Game, the Corporation or the Parent CorporationDesignated System, the Holder covenants and agrees to executeClient Software, deliver and file or assistMobile Application, including by way of providing requisite informationLicensor’s Trademarks, the Corporation or the Parent Corporation, as applicable, in filing such reports, undertakings and other documents with respect rights granted to the issuance Company hereunder and the Game, Designated System, Client Software, Mobile Application, Licensor’s Trademarks, and other rights do not infringe any intellectual property rights of the Warrants, the Class B Common Shares or any shares of the Parent Corporation as may be required by any securities commission, stock exchange or other regulatory authority; (vi) acknowledges and consents to the collection, use and disclosure of the information provided by the Holder or collected by the Corporation, the Parent Corporation or their agents as reasonably necessary in connection with the Holder’s subscription of the Warrants, the Class B Common Shares or any shares of the Parent Corporation. Such information is being collected by the Corporation or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s eligibility to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued to the Holder and completing filings required by any stock exchange or securities regulatory authority. The Holder’s information may be disclosed by the Corporation or the Parent Corporation to: (i) stock exchanges or securities regulatory authorities (with may thereafter publicly disclose such information in accordance with their rules and policies)third party; (ii) the Canada Revenue AgencyLicensor has full power and authority to enter into this Agreement and to operate and service the Game in the Territory; (iii) the Licensor has legal right to license the Game to the Company, cooperate with the Internal Revenue Service or other taxing authoritiesCompany, distribute the Game in the Territory; and (iiiiv) neither the execution of this Agreement by the Licensor nor the consummation of the transactions contemplated herein will conflict with, nor will result in a breach of, any other agreement, arrangement, or instrument to which the Licensor is a party or by which the Licensor is bound. 8.4 The Licensor represents and warrants to the Company that any and all contents embedded in the Game shall not : (a) violate or breach any applicable laws; (b) breach the moral rights or gambling; (c) harm or damage the reputation of any person; (d) be indecent, be obscene, seduce, sexual harass; (e) discriminate, harass, threaten, intimidate, libel, contemn or slander; (f) infringe intellectual property rights of any third party; (g) contain virus in the Game, Client Software and/or Mobile Application; (h) violate of privacy of any third party or harm any third party; (i) induce any person to commit suicide; (j) contain activities in relation to politics or religions; (k) contain, in the Company’s sole discretion, inappropriate activities. 8.5 Each of the Licensor and the Company shall notify the other party promptly of any infringement of any of the other parties involved party’s intellectual property rights by any third party. The Licensor or the Company may, in the transactions described within this Warrant Certificateits sole discretion, including legal counsel, and may be included in record books prepared take or not take whatever action it believes is appropriate in connection with any such infringement. If the transactions described hereinLicensor or the Company elects to take any such action, the other party agrees to reasonably cooperate in connection therewith. 8.6 During the validity period of this Agreement, the Licensor guarantees, for the sole benefit of the Company, that all of the Licensor’s obligations under, including its performance of, this Agreement duly constitute an integral part of and are (expressly or otherwise implied) within the Licensor’s corporate/commercial objectives as currently registered with the relevant competent authorities in the jurisdiction in which the Licensor is incorporated, and, accordingly, are fully binding on and enforceable against the Licensor pursuant to the terms of this Agreement. The Licensor has all lawful rights and duties to strictly perform its obligations under this Agreement. The performance of this Agreement by the Licensor shall not violate or contravene any law applicable to this Agreement or to the Licensor, nor shall the same adversely affect or impair the validity or enforceability of this Agreement or otherwise release/discharge the Licensor from any of its obligations under this Agreement. By accepting virtue of the Licensor’s entry into this Warrant CertificateAgreement, the Holder it is unconditionally deemed that all transactions and/or things reasonably contemplated or envisaged in this Agreement (which are contractually required to be consenting to the foregoing collectionproperly done, use and disclosure of the Holder’s information; and (vii) hereby provides consent to the disclosure of his, her completed or its information to the Canadian Securities Exchange (the “CSE”) pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collection, use and disclosure of his, her or its information fulfilled by the CSE in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified Licensor hereunder) are hereby duly ratified by the CSELicensor and, from time to timeif so applicable, by its directors, shareholders or any other persons having legal or corporate control over the Licensor.

Representation and Warranty. (a) The Corporation hereby For a period of ninety (90) days from the date of invoice, unless otherwise expressly set forth in the quotation or sales form or order acknowledgment, Service Provider represents and warrants to Customer that it shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to the Holder that the Corporation is duly authorized and has the corporate power and authority to create and issue the Warrants evidenced by this Warrant Certificate and the Class B Common Shares issuable upon the exercise hereof and to perform meet its obligations hereunderunder this Agreement (“Warranty”). (b) By accepting this Warrant Certificate on The Service Provider shall not be liable for a breach of the date hereofWarranty set forth in Section 12(a) unless Customer gives written notice of the defective Services, reasonably described, to Service Provider within thirty (30) days of the Holder hereby represents and warrants with and to the Corporation time when Customer discovers or reasonably should have have discovered that the Holder: (i) is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act and, was not formed for the specific purpose of acquiring the Class B Common Shares and is entering into this Warrant Certificate for his, her or its own account for investment purposes only, and not with a view toward the distribution or the resale thereof and that the Warrants and the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunder; (ii) UNDERSTANDS THAT THE ISSUANCE OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT), OR THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEEN, AND IS NOT ANTICIPATED TO BE, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”); (iii) understands that the Warrants are not part of a public offering facilitated by means of any form of general solicitation or general advertising not permitted by Regulation D under the Securities Act and understands that the Warrants may not be offered, resold or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements of the Securities Act, and, in each case, in compliance with any applicable state or foreign securities or “blue sky” laws (which imposes substantial restrictions on transfer) and determination by the Corporation that any such resale or transfer will not cause the Corporation to be required to register as an investment company under the Investment Company Act; (iv) the representations and warranties of the Holder contained in that certain Warrant Subscription Certificate dated as of January 13, 2020 and entered into by the Holder, are true and correct in all material respects as of the date hereof and shall survive the issuance of the WarrantsServices were defective. (vc) if required by applicable securities lawsSubject to Section 12(b), the Corporation or the Parent Corporation, the Holder covenants and agrees to execute, deliver and file or assist, including by way of providing requisite information, the Corporation or the Parent Corporation, as applicableService Provider shall, in filing such reportsits sole discretion, undertakings and other documents with respect to the issuance of the Warrants, the Class B Common Shares or any shares of the Parent Corporation as may be required by any securities commission, stock exchange or other regulatory authority; (vi) acknowledges and consents to the collection, use and disclosure of the information provided by the Holder or collected by the Corporation, the Parent Corporation or their agents as reasonably necessary in connection with the Holder’s subscription of the Warrants, the Class B Common Shares or any shares of the Parent Corporation. Such information is being collected by the Corporation or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s eligibility to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued to the Holder and completing filings required by any stock exchange or securities regulatory authority. The Holder’s information may be disclosed by the Corporation or the Parent Corporation toeither: (i) stock exchanges repair or securities regulatory authorities (with may thereafter publicly disclose re-perform such information in accordance with their rules and policies)Services; or (ii) credit or refund the Canada Revenue Agency, price of such Services at the Internal Revenue Service or other taxing authorities; and (iii) any of the other parties involved in the transactions described within this Warrant Certificate, including legal counsel, and may be included in record books prepared in connection with the transactions described herein. By accepting this Warrant Certificate, the Holder is deemed to be consenting to the foregoing collection, use and disclosure of the Holder’s information; andpro rata contract rate. (viid) hereby provides consent to the disclosure of hisTHE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, her or its information to the Canadian Securities Exchange (the “CSE”) pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collectionGUARANTEES, use and disclosure of hisCONDITIONS OR TERMS OF WHATEVER NATURE RELATING TO THE SERVICES PROVIDED HEREUNDER, her or its information by the CSE in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSEINCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, from time to timeWHICH ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED. EXCEPT AS OTHERWISE PROVIDED BY LAW, BUYER’S EXCLUSIVE REMEDY AND SERVICE PROVIDER’S AGGREGATE LIABILITY FOR BREACH OF THE FOREGOING WARRANTY IS LIMITED TO REMEDIES SET FORTH IN SECTION 12(c).

Representation and Warranty. (a) The Corporation Borrower hereby represents and warrants with and to the Holder that Collateral Agent and the Corporation Secured Parties, and each of them, as follows: (a) except for the security interest created hereby and as permitted in the Loan Agreements, or either of them, the Borrower is and will at all times be the legal and beneficial owner of the Collateral, free and clear of all Liens; (b) the Stock has been duly authorized and validly issued and constitutes one hundred percent (100%) of the Stock of VCOC; (c) the Borrower has the corporate unencumbered right and power and authority to create and issue pledge the Warrants evidenced by this Warrant Certificate Collateral as provided herein; (d) all actions necessary or desirable to perfect, establish the first priority of, or otherwise protect, the security interest of the Collateral Agent and the Class B Common Shares issuable upon Secured Parties, and each of them, in the Collateral have been duly taken; (e) subject to giving certain notices prior to the execution on the Stock, the exercise hereof by the Collateral Agent, for itself and on behalf of the Secured Parties, and each of them, of its or their rights and remedies hereunder will not contravene any law or governmental regulation or any contractual restriction binding on or affecting the Borrower or any of its properties and will not result in or require the creation of any Lien upon or with respect to perform any of its obligations hereunder. properties; (bf) By accepting this Warrant Certificate on no authorization or approval or other action by, and no notice to or filing with, any court, agency, department, commission, board, bureau or instrumentality of the date hereofUnited States or any state or other political subdivision thereof (a "Governmental Authority") or regulatory body, the Holder hereby represents and warrants with and to the Corporation that the Holder: or any other third party, except as has previously been obtained, is required either (i) is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act and, was not formed for the specific purpose of acquiring pledge and assignment hereunder by the Class B Common Shares and is entering into this Warrant Certificate for hisBorrower of, her or its own account for investment purposes only, and not with a view toward the distribution or the resale thereof grant by the Borrower of the Lien and that security interest created hereby in, the Warrants and the Class B Common Shares into which they are exercisable must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws Collateral or unless such disposition is exempt from registration thereunder; (ii) UNDERSTANDS THAT THE ISSUANCE OF THE WARRANTS HAS NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION (INCLUDING THE SECURITIES ACT), OR THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION); AND FURTHER UNDERSTANDS THAT THE CORPORATION HAS NOT BEEN, AND IS NOT ANTICIPATED TO BE, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”); (iii) understands that for the Warrants are not part of a public offering facilitated by means of any form of general solicitation or general advertising not permitted by Regulation D under the Securities Act and understands that the Warrants may not be offered, resold or otherwise transferred (including by pledge or by hypothecation) unless such offer, resale or transfer (x) is pursuant to a valid registration statement under the Securities Act and any applicable state or foreign securities or “blue sky” laws or (y) is pursuant to an exemption from the registration requirements of the Securities Act, and, in each case, in compliance with any applicable state or foreign securities or “blue sky” laws (which imposes substantial restrictions on transfer) and determination exercise by the Corporation that any such resale or transfer will not cause the Corporation to be required to register as an investment company under the Investment Company Act; (iv) the representations Collateral Agent, of its rights and warranties of the Holder contained in that certain Warrant Subscription Certificate dated as of January 13remedies hereunder, 2020 and entered into by the Holder, are true and correct in all material respects as of the date hereof and shall survive the issuance of the Warrants. (v) if required by applicable securities laws, the Corporation or the Parent Corporation, the Holder covenants and agrees to execute, deliver and file or assist, including by way of providing requisite information, the Corporation or the Parent Corporation, as applicable, in filing such reports, undertakings and other documents with respect to the issuance of the Warrants, the Class B Common Shares or any shares of the Parent Corporation except as may be required in respect of any such exercise by any laws affecting the offering and sale of securities commission, stock exchange generally or other regulatory authority; (vi) acknowledges and consents to the collection, use and disclosure of the information provided by the Holder or collected by the CorporationCommunications Act, the Parent Corporation or their agents as reasonably necessary in connection with the Holder’s subscription of the Warrants, the Class B Common Shares or any shares of the Parent Corporation. Such information is being collected by the Corporation or the Parent Corporation for the purposes of completing such issuance and subscription, which includes, without limitation, determining the Holder’s eligibility to subscribe for the Warrants, the Class B Common Shares or the shares of the Parent Corporation under applicable securities laws, preparing and registering the securities to be issued to the Holder and completing filings required by any stock exchange or securities regulatory authority. The Holder’s information may be disclosed by the Corporation or the Parent Corporation to: (i) stock exchanges or securities regulatory authorities (with may thereafter publicly disclose such information in accordance with their FCC rules and policies); (ii) the Canada Revenue Agency, the Internal Revenue Service or other taxing authoritiespolicies promulgated thereunder and state laws and regulations; and (iiig) any this Agreement creates a valid Lien and security interest in favor of the other parties involved Collateral Agent, for itself and on behalf of the Secured Parties, and each of them, in the transactions described within this Warrant CertificateCollateral, including legal counsel, and may be included in record books prepared in connection with the transactions described herein. By accepting this Warrant Certificate, the Holder is deemed to be consenting to the foregoing collection, use and disclosure of the Holder’s information; and (vii) hereby provides consent to the disclosure of his, her or its information to the Canadian Securities Exchange (the “CSE”) pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collection, use and disclosure of his, her or its information by the CSE in the manner and as security for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSE, from time to timeObligations.