Common use of Representations and Warranties of the Corporation Clause in Contracts

Representations and Warranties of the Corporation. The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Investor as follows and acknowledges that (i) it the Investor is a corporation duly incorporated relying on such representations and is existing warranties in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate connection with the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, herein: (iiia) the execution and delivery of this Agreement has been duly authorized, executed and delivered by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of violate or conflict with the Certificate of Incorporation constating documents of the Corporation or the Bylaws terms of the Corporation any restriction, agreement or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument undertaking to which the Corporation is subject; (b) the Corporation and each of the Subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a partycorporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (Ccorporate or other) to own, lease and operate its properties and to conduct its business. The Corporation and each of the Subsidiaries is qualified as a corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified or in good standing would not result in a Material Adverse Change, and has all requisite power and authority to conduct its business and to own, lease and operate its property and assets and to execute, deliver and perform its obligations under this Agreement. All of the issued and outstanding capital stock or other equity or ownership interests of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and, except for Minera Exar S.A. (which is not wholly-owned) are owned by the Corporation, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. None of the outstanding capital stock or equity interest in any Subsidiary was issued in violation of pre-emptive or similar rights of any law, rule, regulation, order, judgment security holder of such Subsidiary. The constitutive or decree applicable to the Corporation or by which any property or asset organizational documents of each of the Corporation is bound Subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.organization and are in full force and effect;

Representations and Warranties of the Corporation. The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing and in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions determined by the Board to be reasonably necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, an Exchange shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” regulations of any United States jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”)) to the extent permitted by applicable law, (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate certificate of Incorporation incorporation of the Corporation or the Bylaws bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) based on the representations to be made by each Company Unitholder pursuant to the written election in the form of Exhibit A attached hereto in connection with Exchanges made pursuant to the terms of the Agreement, result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses clause (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, violations that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. The By executing this Subscription Agreement, the Corporation represents and warrants to and covenants with the Subscriber as follows, and acknowledges that the Subscriber (i) on its own behalf and, if applicable, on behalf of others for whom it is a corporation duly incorporated acting hereunder) is relying thereon, both at the date hereof and is existing in good standing under at the laws of Closing Time: (a) the State of DelawareCorporation has the full corporate right, (ii) it has all requisite corporate power and authority to enter into execute and perform deliver this Subscription Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with Subscription Receipts to the terms hereof, Subscriber; (iiib) the execution and delivery of this Agreement upon acceptance by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, this Subscription Agreement shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes constitute a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by terms subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar reorganization and other laws relating of general application limiting the enforcement of creditors' rights generally and to or limiting creditors’ rights generallythe general principles of equity including the fact that specific performance is available only in the discretion of the court; (c) the execution and delivery of, and (v) the execution, delivery and performance of the terms of, this Subscription Agreement by the Corporation and Corporation, including the consummation by the Corporation issuance of the transactions contemplated hereby Subscription Receipts and, if applicable, the Common Shares, Warrants and, in the event the Warrants are exercised, the Warrant Shares, does not and will not (A) result in constitute a violation breach of or default under the Certificate of Incorporation constating documents of the Corporation or the Bylaws of any law, regulation, order or ruling applicable to the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, contract or indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation party or by which any property or asset it is bound; and (d) upon issuance the Subscription Receipts will be validly issued by the Corporation as fully paid securities of the Corporation is bound or affectedCorporation, except with respect to clauses (B) or (C) for any conflictsand, defaultsif applicable, accelerations, terminations, cancellations or violations, that would not reasonably upon issuance the Common Shares underlying the Subscription Receipts will be expected to have a material adverse effect on validly issued by the Corporation or its businessas fully paid and non-assessable shares in the capital of the Corporation, financial condition or results of operationsand the Warrants will be validly issued by the Corporation.

Representations and Warranties of the Corporation. The By executing this Subscription Agreement, the Corporation represents and warrants to and covenants with the Subscriber as follows, and acknowledges that the Subscriber (i) on its own behalf and, if applicable, on behalf of others for whom it is a corporation duly incorporated acting hereunder) is relying thereon, both at the date hereof and is existing in good standing under at the laws of Closing Time: (a) the State of DelawareCorporation has the full corporate right, (ii) it has all requisite corporate power and authority to enter into execute and perform deliver this Subscription Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with Subscription Receipts to the terms hereof, Subscriber; (iiib) the execution and delivery of this Agreement upon acceptance by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, this Subscription Agreement shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes constitute a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by terms subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar reorganization and other laws relating of general application limiting the enforcement of creditors' rights generally and to or limiting creditors’ rights generallythe general principles of equity including the fact that specific performance is available only in the discretion of the court; (c) the execution and delivery of, and (v) the execution, delivery and performance of the terms of, this Subscription Agreement by the Corporation and Corporation, including the consummation by the Corporation issuance of the transactions contemplated hereby Subscription Receipts and, if applicable, the Common Shares, does not and will not (A) result in constitute a violation breach of or default under the Certificate of Incorporation constating documents of the Corporation or the Bylaws of any law, regulation, order or ruling applicable to the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, contract or indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation party or by which any property or asset it is bound; (d) upon issuance the Subscription Receipts will be validly issued by the Corporation as fully paid securities of the Corporation is bound or affectedCorporation, except with respect to clauses (B) or (C) for any conflictsand, defaultsif applicable, accelerations, terminations, cancellations or violations, that would not reasonably upon issuance the Common Shares underlying the Subscription Receipts will be expected to have a material adverse effect on validly issued by the Corporation or its businessas fully paid and non-assessable shares in the capital of the Corporation; and (e) as of October 31, financial condition or results of operations2020, the Corporation had 45,879,655 Common Shares issued and outstanding.

Representations and Warranties of the Corporation. The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing and in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue deliver the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of each of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” regulations of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate certificate of Incorporation incorporation of the Corporation or the Bylaws bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) based on the representations to be made by each Member pursuant to the written election in the form of Exhibit A attached hereto in connection with Exchanges made pursuant to the terms of the Agreement, result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses clause (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, violations that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. The Corporation represents represents, warrants and warrants that covenants that, as of the date given above and unless specifically given as at a particular date, at the Closing: (ia) it the Corporation is a corporation duly incorporated valid and is existing subsisting company and in good standing under the laws of the State Province of DelawareBritish Columbia; (b) the Corporation is duly registered and licensed to carry on business in each jurisdiction in which it carries on business or owns property where required under the laws of that jurisdiction; (c) all financial statements, information circulars, press releases, material change reports and other documents filed by or on behalf of the Corporation within the past 12 months with the Stock Exchange and any of the Commissions (iithe “Disclosure Record”) it has were, except as may be disclosed in the Disclosure Record, true and correct in all requisite corporate power material respects and authority did not contain any misrepresentation (as defined in the Securities Act (British Columbia)) as at the respective dates of such filings; (d) except as qualified by the disclosure in the Disclosure Record, the Corporation is the beneficial owner of the business and assets or the interests in the properties, business or assets referred to enter into in the Disclosure Record; (e) the financial statements of the Corporation contained in the Disclosure Record and perform this Agreement and to consummate filed with any of the transactions contemplated hereby and to issue the Class A Common Stock Commissions have all been prepared in accordance with Canadian generally accepted accounting principles applicable to public entities, accurately reflect the terms hereoffinancial position and all known material liabilities (accrued, absolute, contingent or otherwise) of the Corporation in all material respects as of the date thereof, and no adverse material changes in the financial position of the Corporation have taken place since the date thereof other than has been subsequently disclosed in the Disclosure Record; (iiif) the execution Corporation has complied and delivery will comply fully with the requirements of this Agreement by the Corporation all applicable corporate and the consummation by it of the transactions contemplated hereby (including securities laws and administrative policies and directions, including, without limitation, the issuance Securities Laws and the Business Corporations Act (British Columbia) in relation to the issue and trading of its securities and in all matters relating to the private placement of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.Offered Shares;

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Underwriter and acknowledges that the Underwriter is relying upon such representations and warranties in purchasing the Units that: (ia) it each of the Corporation and its Subsidiaries is a corporation duly incorporated incorporated, continued or amalgamated and is validly existing in good standing under the laws of the State of Delawarejurisdiction in which it was incorporated, (ii) it continued or amalgamated, as the case may be, and has all requisite corporate power and authority and is duly qualified and holds all necessary material permits, licences and authorizations necessary or required to enter into carry on its business as now conducted and perform this Agreement proposed to be conducted to own, lease or operate its properties and to consummate the transactions contemplated hereby assets and to issue the Class A Common Stock in accordance with the terms hereofno steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up; (iiib) the execution Subsidiaries are the only subsidiaries of the Corporation. The Corporation does not beneficially own or exercise control or direction over 10% or more of the outstanding voting shares of any company that holds any assets or conducts any operations other than the Subsidiaries and delivery of this Agreement by the Corporation and beneficially owns, directly or indirectly, the consummation by it percentage indicated on Schedule “B” hereto of the transactions contemplated hereby (including without limitation, issued and outstanding shares in the issuance capital of the Class A Common Stock) Subsidiaries which are free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, all of such shares have been duly authorized by all necessary corporate action on the part of the Corporationand are validly issued and are outstanding as fully paid and non- assessable shares and no person has any right, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated herebyagreement or option, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by lawpresent or future, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” contingent or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratoriumabsolute, or similar laws relating to any right capable of becoming a right, agreement or limiting creditors’ rights generallyoption, and (v) for the execution, delivery and performance of this Agreement by the Corporation and the consummation by purchase from the Corporation of any interest in any of such shares or for the transactions contemplated hereby will not (A) result issue or allotment of any unissued shares in a violation the capital of any of the Certificate of Incorporation of the Corporation Subsidiaries or the Bylaws of the Corporation any other security convertible into or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) exchangeable for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.such shares;

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Subscriber (and acknowledges that the Subscriber is relying thereon) that: (ia) it is a corporation duly incorporated and is existing in good standing under the laws of Corporation has the State of Delawarefull corporate right, (ii) it has all requisite corporate power and authority to enter into execute and perform deliver this Subscription Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock Flow-Through Shares to the Subscriber and to incur and renounce to the Subscriber Qualifying Expenditures in accordance an amount equal to the Commitment Amount; (b) the Corporation is duly incorporated and validly subsisting, and is qualified to carry on business in each jurisdiction in respect of which the carrying out of the activities contemplated hereby make such qualification necessary; (c) the Corporation has complied or will comply with all applicable corporate and securities laws in connection with the terms hereof, (iii) the execution offer and delivery of this Agreement by the Corporation and the consummation by it sale of the transactions contemplated hereby Flow-Through Shares; (including without limitation, the issuance of the Class A Common Stockd) have been duly authorized upon acceptance by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, this Subscription Agreement shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes constitute a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by terms subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar reorganization and other laws relating of general application limiting the enforcement of creditors' rights generally and to or limiting creditors’ rights generally, and the general principles of equity including the fact that specific performance is available only in the discretion of the court; (ve) the execution, delivery and performance of this Subscription Agreement by the Corporation and the consummation by the Corporation issue of the transactions contemplated hereby Flow-Through Shares and the incurring of the Qualifying Expenditures and the renunciation of Qualifying Expenditures to the Subscriber pursuant hereto does not and will not (A) result in constitute a violation breach of or default under the constating documents of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict withCorporation, or constitute a default (any law, regulation, order or an event which with notice or lapse of time or both would become a default) underruling applicable to the Corporation, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument agreement to which the Corporation is a partyparty or by which it is bound; (f) the Corporation is, and at all material times will be, a "principal-business corporation"; (g) upon issuance pursuant to the provisions hereof, the Flow-Through Shares will be "flow-through shares" as defined in subsection 66(15) of the Act and the Flow-Through Shares will not be "prescribed shares" for the purpose of section 6202.1 of the Regulations to the Act, assuming that there are no agreements, arrangements, obligations or undertakings as contemplated by such provisions in respect of the Flow-Through Shares, other than any agreements, arrangements, obligations or undertakings to, or (C) result in a violation respect of any lawwhich, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset a specified person in respect of the Corporation is bound a party or affectedhas knowledge; and (h) other than subscription agreements entered into with subscribers for Flow-Through Shares (as defined in subsection 66(15) of the Act) of the Corporation on the date hereof, except with respect the Corporation is not a party to clauses any agreements for the issuance of "flow-through shares" (Bas defined in subsection 66(15) of the Act) pursuant to which (i) the required expenditures have not been incurred; or (Cii) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would the required amounts have not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operationsbeen renounced.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants that for the benefit of the Subscribers as follows: (ia) it the Corporation is (and will be at the Closing Time) a corporation reporting issuer in the Provinces of Ontario, Alberta and British Columbia, and is in compliance with all material obligations under Applicable Securities Laws of such jurisdictions; (b) the Corporation has been duly incorporated and organized and is existing in good standing validly subsisting under the laws of the State Province of Delaware, (ii) it Ontario and has all requisite corporate power and authority to enter into and perform this Agreement own its assets and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, carry on its business as currently conducted; (iiic) the execution Corporation is conducting its business in material compliance with all applicable laws, rules and delivery regulations of this Agreement by each jurisdiction in which its business is carried on and is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are and will at the Corporation Closing Time be valid, subsisting and the consummation by it in good standing, except in respect of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part matters which do not and will not result in any adverse material change in respect of the Corporation, including but not limited and except for the failure to all actions necessary to ensure that be so qualified or the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” absence of any jurisdiction that may purport to be applicable to this Agreement such license, registration or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid qualification which does not and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Corporation and its subsidiaries, on a consolidated basis; (d) the Corporation has all required corporate power and authority to enter into and carry out the provisions of this subscription agreement and the transactions contemplated hereby and all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation to duly authorize the execution and delivery of this subscription agreement and such other agreements and instruments and the consummation of the transactions contemplated thereby and so as to validly create, issue and deliver the Debentures and Warrants subscribed thereby and to validly create and irrevocably allot for issuance the Underlying Securities; (e) the Corporation is neither in default or in breach in any material respect of, and the execution and delivery of this subscription agreement by the Corporation, the performance and compliance with the terms of this subscription agreement, the issue and sale of the Debentures and Warrants, and the issue of the Underlying Securities will not result in any breach of, or be in conflict with or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default either directly or indirectly under any term or provision of the constating documents, by-laws or resolutions of the Corporation or any material mortgage, note, indenture, contract, agreement, instrument, lease or other document to which it is a party or by which it is bound; (f) the Common Shares issuable upon exercise of the conversion rights under its Debentures, if and when issued in accordance with the Debentures, as applicable, and the Common Shares issuable upon exercise of the Warrants, if and when issued in accordance with the Warrants, as applicable, will be validly issued and outstanding as fully paid and non-assessable; (g) no approval, authorization, consent or other order of, and no filing, registration or recording with, any governmental authority is required by the Corporation in connection with the execution and delivery or with the performance by the Corporation of this subscription agreement except in compliance with and the rules of the TSX; (h) to the best of the Corporation’s knowledge, information and belief, no portion of the Corporation’s Information Record contained a misrepresentation as at its date of public dissemination; (i) there has been no adverse material change in relation to the Corporation since March 23, 2007, and no adverse material fact exists in relation to the Corporation or its businesssecurities which, financial condition in either case, has not been generally disclosed or results disclosed in the Corporation’s Information Record; (j) this subscription agreement and all other agreements required in connection with the issue and sale of operationsthe Debentures have been or will be, at or prior to the Closing Time, duly authorized, executed and delivered by the Corporation and will be valid and binding obligations of the Corporation enforceable in accordance with their respective terms (except as the enforceability thereof may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally, (ii) general equitable principles or (iii) limitations under applicable law in respect of rights of indemnity, contribution and waiver of contribution); and (k) the Corporation intends that the net proceeds of the Offering will be used substantially in the manner specified in Schedule “B” hereto. (l) Forthwith after the Closing, the Corporation shall file such forms and documents as may be required under the Applicable Securities Laws relating to the Offering and any further documents as may be required by any applicable regulatory authority which, without limiting the generality of the foregoing, shall include a Form 45-501F1 as prescribed by the Securities Act (Ontario) and a Form 45-106F1 as prescribed by National Instrument 45-106.

Representations and Warranties of the Corporation. The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing and in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue deliver the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of each of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” regulations of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate certificate of Incorporation incorporation of the Corporation or the Bylaws bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) based on the representations to be made by the applicable Holder pursuant to the written election in the form of Exhibit B attached hereto in connection with Exchanges made pursuant to the terms of this Agreement, result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses clause (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, violations that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Subscriber (and acknowledges that the Subscriber is relying thereon) that: (ia) it The Corporation is a corporation duly incorporated and is validly existing in good standing under the laws of Delaware. The Corporation is duly qualified to transact its business, except where failure to be so qualified would not have a material adverse effect on the State of DelawareCorporation’s financial condition, prospects, business, operations or property. (iib) it The Corporation has all requisite required corporate power power, authority and authority capacity to enter into and perform carry out the provisions of this Subscription Agreement and to consummate the transactions contemplated hereby and all necessary corporate action has been taken or will have been taken prior to issue the Class A Common Stock in accordance with Closing Time by the terms hereof, (iii) Corporation to duly authorize the execution and delivery of this Subscription Agreement so as to validly create, issue and deliver the securities comprising the Subscribed Units. (c) The Corporation is not in default or in breach of, and execution and delivery of this Subscription Agreement by the Corporation, the performance and compliance with the terms of this Subscription Agreement and the issue and sale of the Subscribed Units will not result in any breach of, or be in conflict with or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default either directly or indirectly under any term or provision of the constating documents, articles or resolutions of the Corporation. (d) The Unit Securities will be validly issued and outstanding (and in respect of the Common Stock comprised therein, as fully paid and non-assessable). Upon the exercise of the Warrants in accordance with the terms set out in the certificates representing the Warrants (including payment of the applicable exercise price), the Warrant Stock will be duly issued as fully paid and non-assessable. (e) This Subscription Agreement has been or will be, at or prior to the Closing Time, duly authorized, executed and delivered by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not will be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, terms (except as enforcement the enforceability thereof may be limited by equitable principles or by (i) bankruptcy, insolvency, reorganization, moratorium, insolvency or similar laws relating to or limiting affecting creditors’ rights generally, and or (vii) the execution, delivery and performance general equitable principles). (f) By execution of this Agreement Subscription Agreement, the Corporation hereby agrees with the Subscriber that the representations and warranties made by the Corporation to the Agent as set forth in the Agency Agreement shall apply, mutatis mutandis, to the Subscriber. Such representations and warranties shall continue in full force and effect for the consummation by the Corporation benefit of the transactions contemplated hereby will not (A) result Subscriber in a violation of accordance with the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operationsAgency Agreement.

Representations and Warranties of the Corporation. The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing and in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue deliver the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of each of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” regulations of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate certificate of Incorporation incorporation of the Corporation or the Bylaws bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) based on the representations to be made by the Member pursuant to the written election in the form of Exhibit B attached hereto in connection with Exchanges made pursuant to the terms of this Agreement, result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses clause (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, violations that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. The Corporation represents and warrants that to, and agrees with, the several Underwriters that: (ia) it is A registration statement (No. 333- , which also constitutes a corporation duly incorporated post- effective amendment to a previous registration statement No. 333-92283), including a combined prospectus, relating to the Notes and is existing in good standing certain other securities has been filed with the Securities and Exchange Commission ("Commission") under the laws Securities Act of 1933, as amended (the "1933 Act"). Such registration statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto but including all documents incorporated by reference in the prospectus contained therein, to you for each of the State other Underwriters, have been declared effective by the Commission in such form, and no stop order suspending the effectiveness of Delaware, such registration statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock any preliminary prospectus included in accordance such registration statement or filed with the terms hereofCommission pursuant to Rule 424(a) of the rules and regulations of the Commission under the 1933 Act ("1933 Act Regulations") being hereinafter called a "Preliminary Prospectus"; the various parts of such registration statement, including all exhibits thereto and including the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective, each as amended at the time such part of the registration statement became effective, being hereinafter called the "Registration Statement"; and the final prospectus relating to the Notes, in the form first filed pursuant to Rule 424(b) under the 1933 Act Regulations, being hereinafter called the "Prospectus"; and any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (iiithe "1934 Act"), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Corporation filed pursuant to Section 13(a) or 15(d) of the execution 1934 Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement). (b) The Registration Statement conforms in all material respects to the requirements of the 1933 Act and delivery the 1933 Act Regulations, and the Registration Statement does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus will conform in all material respects to the requirements of the 1933 Act and the 1933 Act Regulations, and the Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the Corporation makes no warranty or representation to the Underwriters in this subsection with respect to any statements or omissions in any such document based upon written information furnished to the Corporation by any Underwriter specifically for use therein. (c) The documents incorporated by reference in the Prospectus, at the time they were filed with the Commission, complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder (the "1934 Act Regulations"), and, when read together with the other information in the Prospectus, do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and any documents deemed to be incorporated by reference in the Prospectus will, when they are filed with the Commission, comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the Corporation makes no warranty or representation to the Underwriters with respect to any statements or omissions made in reliance upon and in conformity with written information furnished to the Corporation by any Underwriter specifically for use therein. (d) The compliance by the Corporation with all of the provisions of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have has been duly authorized by all necessary corporate action and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Corporation or any of its Principal Subsidiaries (as hereinafter defined) is a party or by which any of them or their respective property is bound or to which any of their property or assets is subject that would have a material adverse effect on the part business, financial condition or results of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation operations of the Corporation enforceable against and its subsidiaries, taken as a whole, nor will such action result in any violation of the provisions of the Restated Certificate of Incorporation or By-Laws of the Corporation or result in accordance with any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Corporation or its termsPrincipal Subsidiaries or any of their respective property that would have a material adverse effect on the business, except as enforcement may be limited by equitable principles financial condition or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance results of this Agreement by operations of the Corporation and its subsidiaries, taken as a whole; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation by this Agreement, except for the registration under the 1933 Act of the Certificate Notes, qualification under the Trust Indenture Act of Incorporation 1939 and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Corporation Notes by the Underwriters. (e) This Agreement has been duly authorized, executed and delivered by the Corporation. (f) Each of PanEnergy Corp and Duke Energy Natural Gas Corporation, each a Delaware corporation, and Texas Eastern Transmission, LP, a Delaware limited partnership (each herein called a "Principal Subsidiary"), is in good standing in the State of Delaware and is a direct or the Bylaws indirect wholly owned subsidiary of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operationsCorporation.

Representations and Warranties of the Corporation. The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including including, without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including including, but not limited to to, all actions necessary to ensure that the acquisition of shares Class A of Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the CorporationBoard’s Board of Directors’ power and authority and and, to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of “anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not not: (A) result in a violation of the Amended and Restated Certificate of Incorporation of the Corporation or the Amended and Restated Bylaws of the Corporation Corporation, in each case as the same may be amended after the date of this Agreement; or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture indenture, or instrument to which the Corporation is a party, ; or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. The Except as disclosed in the Corporation’s Public Disclosure Record and the Corporation’s Disclosure Letter, the Corporation represents and warrants to the Purchaser Parties as follows and acknowledges that the Purchaser Parties are relying on such representations and warranties in connection with the Arrangement: (a) the Special Committee has received the Valuation and Fairness Opinion from the Financial Advisor and, as of the date hereof: (i) it the Special Committee, after consultation with its financial and legal advisors, has determined unanimously that the Arrangement is a corporation duly incorporated in the best interests of the Corporation and is existing fair to the Public Shareholders and has unanimously recommended that the Unconflicted Board of Directors approve the Arrangement and recommend to the Public Shareholders that they vote their Corporation Shares in good standing under the laws favour of the State of Delaware, Arrangement; (ii) it the Unconflicted Board of Directors, having received the recommendation of the Special Committee and after consultation with its legal advisors has all requisite determined unanimously that the Arrangement is in the best interests of the Corporation and is fair to the Public Shareholders, has unanimously approved the Arrangement and the execution and performance of this Agreement and resolved unanimously to recommend to the Public Shareholders that they vote their Corporation Shares in favour of the Arrangement; and (iii) to the Knowledge of the Corporation, each member of the Board of Directors and each of the named executive officers of the Corporation has indicated that he or she intends to vote the Corporation Shares that he or she directly or indirectly owns in favour of the Arrangement Resolution; (b) the Corporation is validly existing under the provincial laws of Ontario, has the corporate power and authority to enter into and perform this Agreement and to consummate perform its obligations hereunder. The Corporation is duly qualified as a corporation to do business in each jurisdiction in which the transactions contemplated hereby nature of its business makes such qualification necessary, except where such failure to qualify would not have or would not reasonably be expected to have a Material Adverse Effect; (c) the authorized and issued capital of the Corporation consists of (i) an unlimited number of common shares, of which 117,421,243 common shares have been validly issued and are outstanding as of the close of business on December 22, 2014 as fully paid and non-assessable shares and have not been issued in violation of any pre-emptive rights or other contractual rights to issue purchase securities granted by the Class A Common Stock Corporation or arising under any applicable Law and (ii) an unlimited number of preference shares, issuable in series, of which none are issued and outstanding. As of the close of business on December 22, 2014, an aggregate of 5,005,639 Corporation Shares were issuable upon the exercise of Options and such Corporation Shares have been duly authorized and, upon issuance, will be validly issued and outstanding as fully paid and non-assessable shares, and will not have been issued in violation of any preemptive rights or other contractual rights to purchase securities granted by the Corporation or arising under any applicable Law. As of the date hereof, except for Options, RSUs, DSUs and Escrowed Shares, there are no options, warrants, conversion privileges, commitments (contingent or otherwise) or other agreements or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, for the purchase, allotment or issuance of, or subscription for, any securities of the Corporation, or any securities convertible or exchangeable into, or exercisable for, or otherwise evidencing a right to acquire, any securities of the Corporation. All securities of the Corporation (including the common shares, Options, RSUs, DSUs and Escrowed Shares) have been issued in compliance with all applicable Securities Laws. Other than the common shares and Options, there are no securities of the Corporation or of any of its subsidiaries outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with the Corporation Shareholders on any matter. There are no outstanding contracts of the Corporation to repurchase, redeem or otherwise acquire any of its securities; (d) this Agreement has been duly authorized, executed and delivered by the Corporation and is a legal, valid and binding obligation of the Corporation, enforceable against the Corporation by the Purchaser Parties in accordance with its terms, except to the terms hereofextent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity; (iiie) each of the Corporation and its subsidiaries: (i) has conducted its business in compliance with, and is conducting its business in compliance with, all applicable Laws in each jurisdiction in which it conducts business, other than any non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect; and (ii) is duly licensed, registered or qualified in all jurisdictions to enable its business to be conducted and its property and assets to be owned, leased and operated, in all material respects, as now conducted, owned, leased or operated, and all such licences, registrations and qualifications are valid and subsisting and no such licence, registration or qualification contains any term, provision, condition or limitation which, individually or in the aggregate, would have a Material Adverse Effect; (f) except as disclosed to the Purchaser, the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby Arrangement will not: (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (Ai) result in a the breach or violation of the Certificate of Incorporation any of the Corporation or the Bylaws of the Corporation or (B) conflict withprovisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or conflict with or cause the acceleration of any obligation of the Corporation under: (A) any provision of its constating documents or by-laws or resolutions of the Board of Directors (or any committee thereof) or the Corporation Shareholders; (B) any material judgment, decree, order or award outstanding as of the date hereof of any court, governmental body or arbitrator having jurisdiction over the Corporation; (C) any licence, permit, approval, consent or authorization held by the Corporation that is necessary to the operation of the business carried on by the Corporation and its subsidiaries; (D) any applicable Law, statute, ordinance, regulation or rule the breach of which would have a Material Adverse Effect; or (E) any other contract or agreement that is material to the Corporation and its subsidiaries; or (ii) give rise to others any rights right of terminationtermination or acceleration of indebtedness of the Corporation and its subsidiaries, amendment, acceleration or cancellation of, cause any agreement, indenture or instrument third party indebtedness of the Corporation and its subsidiaries to which come due before its stated maturity; (g) the Corporation is a party“reporting issuer” in Canada and is not on the list of reporting issuers in default under applicable Canadian provincial and territorial Securities Laws, and is in compliance with all applicable Securities Laws in all material respects, and no delisting of, suspension of trading in or cease trading order with respect to any securities of the Corporation and, except as set forth in the Corporation’s Disclosure Letter, to the Knowledge of the Corporation, no inquiry or investigation (Cformal or informal) result in a violation of any lawSecurities Authorities, ruleis in effect or ongoing or, regulationto the Knowledge of the Corporation, orderexpected to be implemented or undertaken; and (h) the documents comprising the Corporation’s Public Disclosure Record: (i) did not, judgment at the time filed with the Securities Authorities or decree at the time of becoming effective, as applicable, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made; and (ii) include all documents required to be filed in accordance with applicable Securities Laws with the Securities Authorities, and such documents complied in all material respects with applicable Securities Laws at the time they were filed, and the Corporation: (A) has in all material respects, timely filed or caused to be filed with the Securities Authorities all forms, reports, schedules, statements and other documents required to be filed by the Corporation or by any of its subsidiaries with the Securities Authorities since December 31, 2013, and all such forms, reports, schedules, statements and other documents complied in all material respects with all applicable Securities Laws at the time they were filed; and (B) has not filed any confidential material change report which, at the date hereof, remains confidential. (i) except for the Financial Advisor, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from, or to the reimbursement of any of its expenses by, the Corporation or any of its subsidiaries in connection with this Agreement or the Arrangement. The Corporation has provided to the Purchaser a correct and complete copy of all agreements relating to the arrangements between it and the Financial Advisor that are in effect at the date hereof and agrees not to amend the terms of the agreement between it and the Financial Advisor relating to the payment of fees and expenses without the prior written approval of the Purchaser, which any property consent may not be unreasonably withheld or asset delayed; and (j) to the knowledge of the Corporation, no prior valuations (within the meaning of MI 61-101) of the Corporation is bound or affected, except with respect have been made in the 24 months prior to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operationsdate hereof.

Representations and Warranties of the Corporation. The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board board of Directorsdirectors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate certificate of Incorporation incorporation of the Corporation or the Bylaws bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Agent and acknowledges that (i) it the Agent is a corporation relying thereon, that: 9.1 The Corporation has been duly incorporated and organized and is existing valid and subsisting and in good standing under the laws of the State its jurisdiction of Delaware, (ii) it incorporation and has all the requisite corporate power and authority capacity to enter carry on its business as now conducted. 9.2 The Corporation does not own or have any interest in any asset or property of any kind whatsoever, other than cash or deposits with financial institutions, and, without limiting the generality of the foregoing, the Corporation has not entered into an Agreement in Principle (as that term is defined in the CPC Policy). 9.3 The Corporation has undertaken no business since the date of its incorporation, except as permitted by the CPC Policy. 9.4 The authorized capital of the Corporation consists of the share capital as disclosed in the Prospectus, and perform this Agreement such number of Common Shares is issued and to consummate outstanding as is disclosed in the transactions contemplated hereby Prospectus, and to issue all of the Class A issued and outstanding Common Stock Shares have been duly issued and are fully paid and non-assessable. No person, firm or corporation has any agreement, option, or right or privilege, whether pre-emptive or contractual, capable of becoming an agreement, including convertible securities, for the purchase, subscription or issuance of any unissued Common Shares or other securities of the Corporation except as disclosed in the Prospectus. 9.5 The financial statements of the Corporation contained in the Prospectus, including the notes thereto, fairly present the financial position and condition of the Corporation, as at the date thereof, reflect all liabilities (absolute, accrued, contingent or otherwise) of the Corporation as at the date thereof, and have been prepared in accordance with generally accepted accounting principles applied on a con­sistent basis, and there has not been any material change in such position from the terms hereofdate of such financial statements. 9.6 The information and statements contained in the Prospectus (except any such information and statements relating solely to the Agent) constitute full, true and plain disclosure of all material facts relating to the Corporation and the Prospectus fully complies with Securities Legislation and the CPC Policy. 9.7 The Prospectus does not contain a Misrepresentation (iiiexcept a Misrepresentation which is based upon information relating solely to the Agent and furnished to the Corporation by the Agent expressly for inclusion in the Preliminary Prospectus and Prospectus). 9.8 Except as disclosed in the Prospectus, there is no action, proceeding or investigation (whether or not purportedly on behalf of the Corporation) pending or, to the knowledge of the Corporation and its directors or officers, threatened against or affecting the Corporation, at law or in equity or before or by any court or federal, provincial, municipal or other govern­ment department, commission, board or agency, domestic or foreign, which in any way materially adversely affects the Corporation, or the condition (financial or other) of the Corporation or which questions the validity of the issuance, as fully paid and non-assessable, of the Offered Shares or any action taken or to be taken by the Corporation pursuant to or in connection with this Agreement. 9.9 The Corporation is not in default or breach of, and the execution and delivery of this Agreement, and all other material contracts (as listed in the Prospectus under the heading "Material Contracts" thereof), the performance and compliance with the terms of this Agreement and all other material contracts, and the sale of the Offered Shares by the Corporation will not result in any breach of, or be in conflict with or constitute a default under, or create a state of facts which after notice or lapse of time, or both, would constitute a default under any term or provision of the Articles of Incorporation, by-laws or resolutions of the Corporation, or any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party, any judgment, decree, order, statute, rule or regulation applicable to the Corporation and any term or provision or condition (financial or otherwise) applicable to the consummation by it Corporation or its properties or assets. 9.10 There is no person, firm or corporation acting or purporting to act for the Corporation entitled to any brokerage or finder's fee in connection with this Agreement or any of the transactions contemplated hereby (including without limitationhereunder, except as provided herein and as referred to in the issuance Prospectus. 9.11 To the knowledge of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part management of the Corporation, including but not limited to all actions necessary to ensure that none of the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent directors or senior officers of the Corporation’s Board , any holder of Directors’ power and authority and more than ten (10%) percent of its outstanding Common Shares, any promoters of the Corporation, or any associate or affiliate of any of the foregoing persons or companies as such terms are defined in the Securities Legislation has had any material interest, direct or indirect, in any material transaction within the three (3) years prior to the extent permitted date of the Preliminary Prospectus, has any material interest, direct or indirect, in any material transaction which, as the case may be, materially affects, is material to or will materially affect the Corporation, except as stated in the Prospectus, in which are fully set forth all relevant particulars required by lawthe Securities Legislation. 9.12 This Agreement has been duly authorized, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form executed and delivered on behalf of anti-takeover laws the Corporation and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes is a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating . 9.13 Upon issuance of the Offered Shares pursuant to or limiting creditors’ rights generally, and (v) the execution, delivery and performance terms of this Agreement by Agreement, the Offered Shares shall have been duly allotted and will be outstanding as fully paid and non-assessable Common Shares. 9.14 The Trustee, at its principal office in the City of Calgary, has been appointed transfer agent and registrar for the Common Shares of the Corporation and the consummation escrow agent and custodian as provided by the terms and conditions hereof. 9.15 The Corporation has not, directly or indirectly, declared or paid any dividends or declared or made any other distribution on any of its Common Shares or any other shares of any class since incorporation. 9.16 Application has been made to list the Offered Shares of the Corporation and the Common Shares issuable upon exercise of the Agent's Option on the Exchange and conditional approval of such application has been obtained from the Exchange. 9.17 The net proceeds received by the Corporation from the sale of the transactions contemplated hereby Offered Shares will be applied for the specific purposes more particularly set forth under "Use of Proceeds" in the Prospectus. 9.18 The Corporation has not (A) result made any payments which are prohibited by the CPC Policy. 9.19 All statements, facts, data, information and materials provided from time to time by the Corporation in a violation of writing to the Certificate of Incorporation Agent relating to the Corporation, the directors and officers of the Corporation or or, if applicable, the Bylaws of Corporation’s specified proposed Qualifying Transaction (as that term is defined in the Corporation or (BCPC Policy) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable are true and correct and all material facts relating to the Corporation or by which any property or asset of subject matter have been fully disclosed to the Corporation is bound or affectedAgent and such statements, except with respect to clauses (B) or (C) for any conflictsfacts, defaultsdata, accelerations, terminations, cancellations or violations, that would information and materials did not reasonably be expected to have and do not contain a material adverse effect on the Corporation or its business, financial condition or results of operationsMisrepresentation.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to, and covenants with, the Corporation as follows as at the date hereof and as at the Closing Time and acknowledges that the Subscriber and its counsel, are relying on such representations and warranties in connection with the transactions contemplated herein: (ia) it is a corporation the Corporation has been duly incorporated and is existing in good standing organized under the laws of its jurisdiction of incorporation and is validly existing and is current and up-to-date with all material filings required to be made under the State laws of Delaware, (ii) it its jurisdiction of incorporation and has all requisite corporate power to carry on its business as now conducted and as presently proposed to be conducted and to own or lease its property and assets; (b) the Corporation has the power and authority to enter into create, issue and perform this Agreement deliver the Underlying Securities and the Warrant Shares issuable upon the due exercise of the Warrants; (c) as of the Closing Date, the Corporation will have taken all corporate steps necessary to consummate the transactions contemplated hereby and to issue the Class A Common Stock duly authorize all matters in accordance connection with the terms hereofOffering, including, without limitation: (iiii) the execution and delivery of this Subscription Agreement and such other agreements and instruments as contemplated herein or therein; (ii) the creation, allotment and issuance of the Underlying Securities, as applicable; and (iii) the reservation and allotment of a sufficient number of Warrant Shares to be issued upon the due exercise of the Warrants; (d) this Subscription Agreement and all other agreements required in connection with the issue and sale of the Units have been or will be, at or prior to the Closing Time, duly authorized, executed and delivered by the Corporation and will be valid and binding obligations of the Corporation enforceable in accordance with their respective terms; (e) each of the execution and delivery of this Subscription Agreement and the certificates evidencing the Warrants, the performance by the Corporation of its obligations hereunder and thereunder, the issue and sale of the Units and the consummation by it of the transactions contemplated hereby (in this Subscription Agreement, including without limitation, the issuance and delivery of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part Underlying Securities and delivery of the Corporation, including but not limited to all actions necessary to ensure that Warrant Shares upon the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent exercise of the Corporation’s Board of Directors’ power Warrants, respectively, do not and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) conflict with or result in a breach or violation of the Certificate of Incorporation any of the Corporation terms or the Bylaws of the Corporation or (B) conflict withprovisions of, or constitute a default under (or an event which with whether after notice or lapse of time or both would become a defaultboth), (A) underthe constating documents or resolutions of the directors or shareholders of the Corporation which are in effect at the date hereof; or (B) any mortgage, or give to others any rights of terminationnote, amendmentindenture, acceleration or cancellation ofcontract, any agreement, indenture joint venture, partnership, instrument, lease or instrument other document to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation party or by which it is bound; (f) upon the payment therefor, the Common Shares and Warrant Shares will have been validly issued as fully paid and non-assessable shares in the capital of the Corporation; (g) the Corporation is in compliance in all material respects with its timely and continuous disclosure obligations under applicable securities laws and, without limiting the generality of the foregoing, there has not occurred any property material change, financial or asset otherwise, in the assets, liabilities (contingent or otherwise), business, financial condition or capital of the Corporation is bound on a consolidated basis since June 30, 2010 which has not been publicly disclosed on a non-confidential basis; all statements set forth in all documents publicly filed by or affectedon behalf of the Corporation pursuant to applicable securities laws, except with respect to clauses were true, correct, and complete in all material respects and did not contain any misrepresentation as of the date of such statements; and (Bh) the Corporation does not have any knowledge of, and has not received any notice of, any material claim, judicial or (C) for any conflictsadministrative proceeding, defaultspending or threatened against, accelerations, terminations, cancellations or violations, that and which would not reasonably be expected to have a material adverse effect on on, the Corporation or any of its businessmaterial property, financial condition assets or results of operations.

Representations and Warranties of the Corporation. The Corporation represents and warrants that to and in favour of New Skyline and Copper Mountain as follows: (ia) it the Corporation is a corporation company duly incorporated and is validly existing in good standing under the laws Company Act and has the corporate power and authority to own operate and lease its property and assets and to carry on its business as now being conducted by it, and it is duly registered, licensed or qualified to carry on business in each jurisdiction in which a material amount of its business is conducted or where the character of its properties and assets makes such registration, licensing or qualification necessary; (b) the Corporation is a reporting issuer, or it equivalent in each of the State provinces of DelawareBritish Columbia, Alberta and Ontario and is not in material default of any requirement of applicable securities legislation; (iic) it the Corporation has all requisite the corporate power and authority to enter into and perform this Agreement and and, subject to consummate obtaining the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions requisite approvals contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power perform its obligations hereunder. The execution and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation by this Agreement have been duly authorized by the board of directors of the Certificate Corporation and no other corporate proceedings on the part of Incorporation the Corporation are necessary to authorize this Agreement and the transactions contemplated hereby other than: (i) the approval of the board of directors of the Corporation solely with respect to the Circular; and (ii) approval of the Skyline Common Shareholders with respect to completion of the Arrangement; (d) the authorized capital of the Corporation consists of 800,000,000 shares divided into 500,000,000 common shares without par value and 300,000,000 preferred shares without par value, issuable in series, of which there are issued and outstanding at the date hereof 44,621,959 Skyline Common Shares; (e) the Skyline Common Shares are listed on and trade on the TSE and the CDNX; (f) no individual, firm, corporation or other person holds any securities convertible or exchangeable into any shares of the Corporation or of any of its subsidiaries or has any agreement, warrant, option or any right capable of becoming an agreement, warrant or option for the Bylaws purchase of any unissued shares of the Corporation or any of its subsidiaries, except for: (Bi) holders of Skyline Warrants who have the right to purchase an aggregate of 1,003,917 Skyline Common Shares pursuant to the Skyline Warrants; (ii) employees or former employees of Corporation who have options, to purchase an aggregate of 2,795,000 Skyline Common Shares pursuant to the Skyline Options; and (iii) the issuance of shares as contemplated by the Arrangement; (g) the execution and delivery of this Agreement by the Corporation and the completion of the transactions contemplated herein: (i) do not and will not result in a breach of, or violate any term or provision of, the memorandum or articles of the Corporation or any of the constating documents of its subsidiaries; (ii) subject to receiving any consent as may be necessary under any agreement by which the Corporation or any of its subsidiaries is bound, do not and will not, as of the Effective Date, conflict with, or result in the breach of, constitute a default (under, give rise to any right of termination or an event accelerate or permit the acceleration of the performance required by, any agreement, instrument, license, permit or authority to which with notice the Corporation and its subsidiaries taken as a whole, or lapse to which any material property of time the Corporation or both would become a default) underany of its subsidiaries is subject or result in the creation of any lien, charge or encumbrance upon any of the material assets of the Corporation or any of its subsidiaries, or give to others any person any material interest or right, including rights of purchase, termination, amendmentcancellation or acceleration, acceleration or cancellation of, under any such agreement, indenture instrument, license, permit or instrument authority; and (iii) subject to which receipt of all necessary approvals of the Corporation is a party, Skyline Common Shareholders and the Court do not and will not as of the Effective Date violate any provision of law or (C) result in a violation of administrative regulation or any law, rule, regulation, orderjudicial or administrative award, judgment or decree applicable and known to the Corporation, after due inquiry, the breach of which would have a material adverse effect on the Corporation and its subsidiaries taken as a whole; (h) to the best of the knowledge of the Corporation after due inquiry, there are no actions, suits, proceedings or investigations commenced, contemplated or threatened against or affecting the Corporation or by which any property or asset subsidiary of the Corporation is bound Corporation, at law or affectedin equity, except with respect before or by any, governmental department, commission, board, bureau, court, agency, arbitrator or instrumentality, domestic or foreign, of any kind nor, to clauses (B) the best of the knowledge of the Corporation, after due inquiry, are there any existing facts or (C) conditions which may reasonably be expected, individually or in aggregate, to be a proper basis for any conflictsactions, defaultssuits, accelerationsproceedings or investigations, terminationswhich in any case would prevent or hinder the consummation of the transactions contemplated by this Agreement or Plan of Arrangement, cancellations or violations, that would not which may reasonably be expected individually or in the aggregate to have a material adverse effect on the Corporation or its business, operations, properties, assets or affairs, financial condition or otherwise, of the Corporation and its subsidiaries, taken as a whole, either before or after the Effective Date; (i) the execution and delivery of this Agreement and the completion of the transactions contemplated herein have been duly approved by the Board of Directors of the Corporation and this Agreement has been duly executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditor rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; (j) the Corporation Financial Statements are true and correct in every material respect, present fairly the financial position of the Corporation at the relevant dates and the results of operations.its operations and the changes in its financial position for the periods indicated in the said statements, have been prepared in accordance with accounting principles generally accepted in Canada consistently applied; (k) except as disclosed in the Circular, there has been no material adverse change in the business or condition, financial or otherwise, of the Corporation and its subsidiaries from that shown in the Corporation Financial Statements; (1) the Corporation and its subsidiaries have not incurred any liability for brokerage fees, finder's fees, agent's commissions or other similar forms of compensation in connection with this Agreement or the Arrangement;

Representations and Warranties of the Corporation. The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing and in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue deliver the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of each of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” regulations of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate certificate of Incorporation incorporation of the Corporation or the Bylaws bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) based on the representations to be made by the Member pursuant to the written election in the form of Exhibit B attached hereto in connection with Exchanges made pursuant to the terms of the Agreement, result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses clause (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, violations that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing and in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” regulations of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate certificate of Incorporation incorporation of the Corporation or the Bylaws bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) based on the representations to be made by each Company Unitholder pursuant to the written election in the form of Exhibit A attached hereto in connection with Exchanges made pursuant to the terms of the Agreement, result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses clause (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, violations that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. (1) The Corporation hereby represents and warrants to the Agents, intending that the same may be relied upon by the Agents, that: (ia) it is a corporation each of the Corporation and the Material Subsidiaries has been duly incorporated incorporated, continued or amalgamated and organized and is validly existing in good standing under the laws of the State its jurisdiction of Delawareincorporation, (ii) it continuance or amalgamation, has all requisite corporate power and authority to enter into carry on its business as now conducted and perform this Agreement as contemplated by the Prospectuses, and to consummate the transactions contemplated hereby own, lease and to issue the Class A Common Stock in accordance with the terms hereofoperate its properties and assets, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by has all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ requisite power and authority and to carry out its obligations under this Agreement; (b) the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation only material operating subsidiaries of the Corporation enforceable against are listed in Schedule A; (c) the Corporation in accordance with or one of its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, Material Subsidiaries owns the issued and (v) the execution, delivery and performance outstanding shares of this Agreement by the Corporation and the consummation by the Corporation each of the transactions contemplated hereby will not Material Subsidiaries as set out in Schedule A, in each case free and clear of any pledge, lien, security interest, charge, claim or encumbrance, other than as is described in the Prospectuses; (Ad) result no order, ruling or determination having the effect of ceasing, suspending or restricting trading in a violation of the Certificate of Incorporation any Common Shares of the Corporation or the Bylaws sale of the Common Shares has been issued and no proceedings, investigations or inquiries for such purpose are pending or, to the Corporation’s knowledge, threatened; (e) the Corporation’s common shares are, and the Common Shares will be, posted and listed for trading on the Exchanges and the Corporation is not in default in any material respect of any of the listing requirements of the Exchanges; (f) other than options under the Corporation’s Stock Option Plans, the Corporation is not a party to and has not entered into any agreement, warrant, option, right or privilege reasonably capable of becoming an agreement, for the purchase, subscription or issuance of any Common Shares or securities convertible into or exchangeable for common shares other than as set out in Schedule C; (g) as at December 5, 2003, the authorized share capital of the Corporation consisted of an unlimited number of Common Shares and an unlimited number of First Preferred shares, of which 125,439,306 Common Shares and no First Preferred shares are issued and outstanding; (h) the Corporation and each of the Material Subsidiaries have conducted and are conducting their respective businesses in compliance with all applicable laws, rules, regulations, tariffs, orders and directives, including without limitation, all laws, regulations and statutes relating to mining and to mining claims, concessions or (B) conflict withleases, and environmental, health and safety laws, rules, regulations, or constitute a default (policies or an event which with notice other lawful requirements of any governmental or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to regulatory bodies having jurisdiction over the Corporation and the Material Subsidiaries in each jurisdiction in which the Corporation is a partyor the Material Subsidiaries carries on their respective businesses, other than those in respect of which the failure to comply would not individually or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset aggregate be material. Each of the Corporation and the Material Subsidiaries holds all certificates, authorities, permits, licenses, registrations and qualifications (collectively, the “Authorities”) in all jurisdictions in which each carries on its business and which are material for and necessary or desirable to carry on their respective businesses as now conducted. To the best of the Corporation’s knowledge, information and belief all the Authorities are valid and existing and in good standing and none of the Authorities contain any burdensome term, provision, condition or limitation which has or is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected likely to have a any material adverse effect on the business of the Corporation and the Material Subsidiaries (taken as a whole) as now conducted or as proposed to be conducted. Neither the Corporation nor any of the Material Subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Authorities which, singly or in the aggregate, if the subject of an unfavourable decision, ruling or finding, would materially adversely affect the business, operations, financial condition, or income of the Corporation or the Material Subsidiaries (taken as a whole) or any notice of the revocation or cancellation of, or any intention to revoke or cancel, any of the mining claims, concessions or leases comprising: (i) the Bogoso/Prestea property; (ii) the Mampon property; (iii) the Xxxx Xxxxxx property; (iv) the Yaou and Dorlin properties; and (v) the Wassa property. The above-noted properties are referred to, collectively, as the “Resource Properties” and each such property, other than the Mampon property, is as described in the Form 10-K of the Corporation dated March 25, 2003 . The Bogoso/Prestea property, the Mampon property and the Wassa property are referred to collectively, as the “Material Resource Properties”; (i) the Corporation and each of its Material Subsidiaries have good and marketable title to all assets owned by them free and clear of all liens, charges and encumbrances, other than as described in the Prospectuses, and other than such liens, charges and encumbrances that are not individually or in the aggregate material to the Corporation or the Material Subsidiaries; (j) all interests in the Resource Properties are owned, leased or held by the Corporation or its businessMaterial Subsidiaries as owner or lessee thereof, financial condition are so owned with good and marketable title or results are so leased with good and valid title, are in good standing, are valid and enforceable, are free and clear of any liens, charges or encumbrances and no royalty is payable in respect of any of them, except as set out in the Prospectuses or as are not individually or in the aggregate material to the Corporation or the Material Subsidiaries, or other than as would not have a material effect on the value of such interests; no other material property rights are necessary for the conduct or intended conduct of the Corporation’s or the Material Subsidiaries’ business and there are no restrictions on the ability of the Corporation or the Material Subsidiaries to use, transfer or otherwise exploit any such property rights, except as set out in the Prospectuses; (k) (A) the Corporation and its Material Subsidiaries are in material compliance with all material terms and provisions of all contracts, agreements, indentures, leases, instruments and licences material to the conduct of its business and (B) all such contracts, agreements, indentures, leases, policies, instruments and licences are valid and binding in accordance with their terms and in full force and effect; (l) to the best of the Corporation’s knowledge, information and belief none of the real property (and the buildings constructed thereon) in which the Corporation or any of the Material Subsidiaries has a direct or indirect interest, whether leasehold or fee simple or otherwise (the “Real Property”), or upon or within which it has operations., is subject to any judicial or administrative proceeding alleging the violation of any federal, provincial, state or municipal environmental, health or safety statute or regulation, domestic or foreign, or is subject to any investigation concerning whether any remedial action is needed to respond to a release of any Hazardous Material (as defined below) into the environment. Except in material compliance with applicable environmental laws, neither the Corporation nor any Material Subsidiary nor, to the Corporation’s knowledge, any occupier of the Real Property, has filed any notice under any federal, provincial, state or municipal law, domestic or foreign, indicating past or present treatment, storage or disposal of a Hazardous Material. Except in material compliance with applicable environmental laws, none of the Real Property has at any time been used by the Corporation or a Material Subsidiary or, to the best of the Corporation’s knowledge, information and belief by any other occupier, as a waste storage or waste disposal site. Except as disclosed in the Prospectuses, the Corporation, on a consolidated basis, has no contingent liability of which it has knowledge in connection with any release of any Hazardous Material on or into the environment from any of the Real Property or operations thereon. Neither the Corporation nor any Material Subsidiary nor, to the best of the Corporation’s knowledge, any occupier of the Real Property, generates, transports, treats, processes, stores or disposes of any waste on any of the Real Property in material contravention of applicable federal, provincial, state or municipal laws or regulations enacted for the protection of the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or human health or wildlife. To the Corporation’s knowledge, no underground storage tanks or surface impoundments containing a petroleum product or Hazardous Material are located on any of the Real Property in contravention of applicable federal, provincial, state or municipal laws or regulations, domestic or foreign, enacted for the protection of the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), human health or wildlife. For the purposes of this Section 6(1)(l), “Hazardous Material” means any contaminant, chemical, pollutant, subject waste, hazardous waste, deleterious substance, industrial waste, toxic matter or any other substance that when released into the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) is likely to cause, at some immediate or future time, harm or degradation to the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or risk to human health and, without restricting the generality of the foregoing, includes any contaminant, chemical, pollutant, subject waste, deleterious substance, industrial waste, toxic matter or hazardous waste as defined by applicable federal, provincial, state or municipal laws or regulations enacted for the protection of the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), or human health or wildlife;

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants that to the Purchaser as follows: (ia) it The Corporation is a corporation duly incorporated validly existing and is existing in good standing under the laws of the State Republic of Delawarethe Xxxxxxxx Islands. The Corporation has the legal capacity, (ii) it has all requisite corporate power and authority to enter into and perform all of its obligations under this Agreement. (b) This Agreement has been duly and to consummate the transactions contemplated hereby validly authorized, executed and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement delivered by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation Corporation, enforceable against the Corporation in accordance with its terms. (c) The execution, delivery and performance by the Corporation of this Agreement will not (with or without notice or lapse of time, or both) (i) result in any violation of any provision of its articles of incorporation or bylaws, (ii) conflict with or constitute breach of, or default under, or result in the creation or imposition of any lien, encumbrance, security interest, pledge, mortgage, charge, other claim, contract, lease, license, indenture, agreement, commitment or other legally binding arrangement to which it is a party or by which any material amount of its assets may be bound or (iii) result in any violation of any applicable law, statute, rule or regulation or order of any governmental authority, except as enforcement may be limited by equitable principles or by bankruptcywould not have a material adverse effect on the Corporation and its subsidiaries, insolvency, reorganization, moratoriumtaken as a whole, or similar laws relating its ability to consummate the transactions contemplated hereby. (d) No material consent, approval, license, permit, order or limiting creditors’ rights generallyauthorization of, and (v) or registration, declaration or filing with, any federal, state, local or foreign governmental authority is required in connection with the Corporation’s execution, delivery and performance of this Agreement by the Corporation and the or its consummation by the Corporation of the transactions contemplated hereby will not (A) result in hereby, except such as have been obtained or as may be required under federal and state securities laws with respect to the Corporation’s obligations under the Registration Rights Agreement. Other than pursuant to the agreements for the Concurrent Stock Purchases, there are no contracts, agreements or understandings between the Corporation and any person granting such person the right to require the Corporation to file, after the date hereof, a violation registration statement under the Securities Act with respect to any securities of the Certificate Corporation. (e) The Shares have been duly authorized and, upon issuance against payment therefore hereunder, will be validly issued, fully paid and non-assessable. (f) On the Closing Date (and as a condition to the effectiveness of Incorporation this Agreement), the Corporation is concurrently issuing to other investors a total number of shares of Common Stock equal, together with the Shares to be issued and purchased by the Purchaser under this Agreement, to 54,054,055, against payment in cash of $3.70 per share (the “Concurrent Stock Purchases”). (g) The authorized capital of the Corporation or consists of (i) 750,000,000 shares of Common Stock of which 54,556,263 are outstanding immediately prior to the Bylaws consummation of the issuance and sale of Shares hereunder and in the Concurrent Stock Purchases and (ii) 100,000,000 shares of Preferred Stock, par value $0.01 per share, none of which are outstanding. Other than as disclosed on Schedule A to this Agreement and the Concurrent Stock Purchases, there are no outstanding commitments of the Corporation to issue any capital stock or (B) conflict withrights to acquire capital stock and the Corporation does not have any contingent or other obligation to purchase, redeem or constitute a default (otherwise acquire any shares of its capital stock or an event which with notice or lapse any interest therein. The issuance, sale and delivery of time or both would become a default) underthe shares of Common Stock being purchased hereunder are not subject to any preemptive rights, or give to others any rights of terminationfirst refusal or other similar right in favor or any person or entity. (h) Except as specifically provided in this Article IV, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, does not make any representation or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable warranty to the Corporation Purchaser, express or by which any property or asset of the Corporation is bound or affectedimplied, except with respect to clauses (B) the Corporation, including with respect to any projections, forecasts, estimates or (C) for any conflictsbudgets of future revenues, defaultsfuture results of operations, accelerationsfuture cash flows, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, future financial condition or results future business or operations of operationsthe company or the business.

Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agent, and acknowledges that the Agent is relying upon such representations and warranties, that: (a) the Corporation has filed on SEDAR+ all documents required to be filed by the Corporation under Application Securities Laws; the Corporation has been and is in compliance with its timely disclosure obligations under Applicable Securities Laws in Canada and the rules and regulations of the CSE; no confidential material change report has been filed by the Corporation under Applicable Securities Laws in Canada that remains confidential at the date hereof; all of the Material Agreements of the Corporation not made in the ordinary course of business, if required under the Applicable Securities Laws in Canada, have been filed with the applicable Securities Commissions in Canada; there is no fact known to the Corporation which the Corporation has not publicly disclosed which materially adversely affects, or so far as the Corporation can reasonably foresee, will materially adversely affect, the assets, liabilities (contingent or otherwise), capital, affairs, business, prospects, operations or condition (financial or otherwise) of the Corporation or the ability of the Corporation to perform its obligations under the Offering Agreements; (b) other than as disclosed in the Public Record, since the date of the most recent audited balance sheet in respect of the Corporation (i) it is there has been no material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation, other than arising from financings, for property transaction payments and for expenditures on operations conducted in the ordinary course of business, (ii) there have been no transactions entered into by the Corporation which are material with respect to the Corporation taken as a corporation whole, other than those in the ordinary course of business, and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Corporation on any class of its shares; (c) the Corporation has been duly incorporated and organized and is existing in good standing validly subsisting under the laws of its jurisdiction of continuation and is properly registered or licensed to carry on business under the State laws of Delawareall jurisdictions in which its business is carried on; (d) Cerro de Pasco Resources del Peru S.A.C (the “Subsidiary”) is the Corporation’s only subsidiary within the meaning of the Securities Act (Ontario). The Corporation directly holds 99.9% of the issued and outstanding shares of the Subsidiary and Xxxxxx Xxxxxxxx Xxxxxxxxxx Xxxxx holds 0.01% of the issued and outstanding shares of the Subsidiary. All such shares of the Subsidiary are legally and beneficially owned by the Corporation and Xxxxxx Xxxxxxxx Xxxxxxxxxx Xxxxx, respectively, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever. All of the outstanding shares of the Subsidiary have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares (iior the equivalent legal concept in another jurisdiction) it and, other than the Corporation, no person has any right, agreement or option for the purchase from the Corporation of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of the Subsidiary, or any other security convertible into or exchangeable for any such shares; (e) the Corporation has the requisite corporate power, authority and capacity to enter into the Offering Agreements and to perform its obligations under the Offering Agreements and the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of the Offering Agreements and to observe and perform the provisions of the Offering Agreements in accordance with the provisions hereof and thereof including, without limitation, the issue of the Units to the Subscribers for the consideration and upon the terms and conditions set forth herein, the issue of the Warrant Shares for the consideration and upon the terms and conditions set forth in the Warrant Indenture, the issue of the Agent Warrants to the Agent and the issue of the Agent Units and Agent Unit Warrant Shares for the consideration and upon the terms and conditions set forth in the Agent Warrant Certificates and the Agent Unit Warrant Certificates, respectively; (f) the Corporation and the Subsidiary have the requisite corporate power, authority and capacity to own, lease and operate its property and assets and to carry on its business as currently carried on or as proposed to be carried on; (g) the Corporation has authorized share capital consisting of an unlimited number of Common Shares and preferred shares, of which 439,768,503 Common Shares are issued and outstanding as of the date hereof; (h) other than 149,590,797 warrants to purchase Common Shares and 21,280,000 options to purchase Common Shares, no person, firm or corporation has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Corporation of any unissued shares of the Corporation; (i) all of the issued and outstanding securities of the Corporation have been duly and validly authorized and issued and are fully paid and non-assessable shares of the Corporation, and none of the outstanding securities of the Corporation were issued in violation of the pre-emptive or similar rights of any security holder of the Corporation; (j) the Corporation has full corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Offered Securities, the Agent Warrants and, if and when issued, the Underlying Securities, and all necessary corporate action has been taken to authorize the creation, issue and sale of, and the delivery of the Offered Securities, the Agent Warrants and, if and when issued, the Underlying Securities; (k) on or prior to the Closing Time, the forms of the certificates for the Common Stock Shares, Warrants, Agent Warrants and Agent Unit Warrants will have been approved by the board of directors of the Corporation and adopted by the Corporation and will comply with all legal and applicable stock exchange requirements and will not conflict with the Corporation’s articles or constating documents; (i) upon receiving full payment of the aggregate Offering Price for the Units, the Units be validly issued securities of the Corporation, the Unit Shares will be validly issued as fully paid and non-assessable Common Shares and the Warrants will be validly issued securities of the Corporation; (ii) the Agent Warrants will be validly issued securities of the Corporation; and (iii) the Common Shares, the Warrants and the Agent Warrants will have the attributes and characteristics corresponding in all material respects to the descriptions thereof in the applicable Offering Agreements; (m) the issuance of the Underlying Securities upon the exercise of the Warrants, Agent Warrants and the Agent Unit Warrants in accordance with the respective terms hereofand conditions thereof, is or will be exempt from the prospectus requirements of Applicable Securities Laws and no documents are required to be filed, no proceedings are required to be taken and no approvals, permits, consents or authorizations are required to be obtained by the Corporation under Applicable Securities Laws to permit such issuance and delivery; (iiin) upon the exercise of the Warrants, the Agent Warrants and the Agent Unit Warrants in accordance with their terms, including the payment of the consideration therefor, the Warrant Shares, the Agent Unit Shares and the Agent Unit Warrant Shares respectively will be validly issued as fully paid and non-assessable Common Shares; (o) the issuance of the Offered Securities, the Agent Warrants and the Underlying Securities will not violate or be subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Corporation; (p) all required filings have been made with the CSE to have the Unit Shares, Warrant Shares, Agent Unit Shares and Agent Unit Warrant Shares listed for trading on the CSE, subject to the satisfaction of customary filings required by such exchange; (q) at all times prior to the expiry of the Warrants, the Agent Warrants and the Agent Unit Warrants, a sufficient number of Warrant Shares, Agent Unit Shares and Agent Unit Warrant Shares shall be allocated and reserved for issuance upon due exercise of the Warrants, Agent Warrants and Agent Unit Warrants in accordance with their terms; (r) the Corporation is not in default or breach of, and the execution and delivery of this Agreement by the Corporation of, and the consummation by it performance of and compliance with the terms of, the Offering Agreements and the performance of any of the transactions contemplated hereby (thereby by the Corporation, including without limitationthe issuance and delivery of the Offered Securities, the issuance Agent Warrants and the Underlying Securities, do not and will not result in any breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under any applicable laws or any term or provision of the Class A Common Stockarticles, constating documents or resolutions of the directors or shareholders of the Corporation, or any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound, or any judgment, decree, order, statute, rule or regulation applicable to the Corporation; (s) the Offering Agreements and the performance of the Corporation’s obligations under the Offering Agreements have been duly authorized by all necessary corporate action on action, and the part of Offering Agreements have been duly executed and delivered by the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power Corporation and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a constitute legal, valid and binding obligation obligations of the Corporation Corporation, enforceable against the Corporation in accordance with its their terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws relating affecting the rights of creditors generally and, with respect to this Agreement, by the application of equitable principles when equitable remedies are sought and subject to the fact that rights of indemnity and contribution may be limited by applicable law; (t) no approval, authorization, consent or limiting creditors’ rights generallyother order of, and no filing, registration or recording with any Governmental Authority or other person is required of the Corporation in connection with the execution and delivery of or with the performance by the Corporation of its obligations under the Offering Agreements, except as required by Applicable Securities Laws and as required by the policies of the CSE with regard to the distribution of the Offered Securities, if any, in the Selling Jurisdictions; (u) the Corporation is not aware of any pending change or contemplated change to any applicable law or regulation or governmental position that would have, or which would reasonably be expected to have, a Material Adverse Effect; (v) neither the executionCorporation nor the Subsidiary is a party to or bound or affected by any written commitment, delivery agreement or document containing any covenant which expressly limits the freedom of the Corporation or the Subsidiary to compete in any line of business, transfer or move any of its assets or operations or which materially or adversely affects the business practices, operations or condition of the Corporation and performance the Subsidiary, taken as a whole; (w) the Financial Statements have been prepared in conformity with IFRS applied on a consistent basis throughout the periods involved, contain no misrepresentations and present fairly in all material respects the financial position, results of this Agreement operations and cash flows of the Corporation on a consolidated basis as at the dates of such statements; (x) there are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of the Corporation or any of its affiliates with unconsolidated entities; (y) the Corporation maintains a system of internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian generally accepted accounting principles and maintain a system of disclosure controls and procedures that is designed to provide reasonable assurances that information required to be disclosed by the Corporation under Applicable Securities Laws in Canada is recorded, processed, summarized and reported within the time periods specified under Applicable Securities Laws in Canada and to ensure that information required to be disclosed by the Corporation under Applicable Securities Laws in Canada is accumulated and communicated to the Corporation’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure; (z) no director or officer, former director or officer, or shareholder or employee of, or any other person not dealing at arm’s length with, the Corporation or the Subsidiary is engaged in any material transaction or arrangement with or is a party to a material contract with, or has any indebtedness, liability or obligation to, the Corporation, or the Subsidiary, except as disclosed in the Public Record or for employment or consulting arrangements with employees or consultants or those serving as a director or officer of the Corporation or the Subsidiary as described in the Public Record; (aa) neither the Corporation nor the Subsidiary has incurred any liabilities or obligations (whether accrued, absolute, contingent or otherwise) that continue to be outstanding except (i) as disclosed or contemplated in the Public Record, or (ii) as incurred in the ordinary course of business by the Corporation and the consummation by Subsidiary; (bb) except as disclosed in the Public Record, there is no litigation or governmental or other proceeding or investigation at law or in equity before any Governmental Authority, domestic or foreign, in progress, pending or, to the Corporation’s knowledge, threatened (and the Corporation does not know of any basis therefor) against, or involving the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of assets, properties or business of, the Corporation or the Bylaws of the Corporation Subsidiary, nor are there any matters under discussion with any Governmental Authority relating to taxes, governmental charges, orders or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others assessments asserted by any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable such authority and to the Corporation Corporation’s knowledge there are no facts or by circumstances which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to form the basis for any such litigation, governmental or other proceeding or investigation, taxes, governmental charges, orders or assessments; (cc) Davidson & Company LLP, the auditor of the Corporation, is independent with respect to the Corporation within the meaning of the rules of professional conduct applicable to auditors in Quebec and there has not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) with such firm or any other prior auditor of the Corporation; (dd) all tax returns required to be filed by the Corporation and the Subsidiary on or prior to the date hereof have been filed, and all taxes and other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties applicable thereto, due or claimed to be due have been paid, other than non-material adverse effect on amounts or those being contested in good faith and for which adequate reserves have been provided, and neither the Corporation nor the Subsidiary is a party to any agreement, waiver or arrangement with any taxing authority which relates to any extension of time with respect to the filing of any tax returns, any payment of taxes or any assessment thereof; to the knowledge of the Corporation, there is no tax deficiency which has been asserted against the Corporation or its business, financial condition or results the Subsidiary and all material tax liabilities are adequately provided for in accordance with IFRS within the Financial Statements of operations.the Corporat

Representations and Warranties of the Corporation. 5.1 The Corporation represents and warrants to the Finder, and hereby acknowledges that the Finder is relying on such representations and warranties in entering into this Agreement as follows: (ia) it is a corporation the Corporation has been duly incorporated and organized and is existing valid and subsisting and in good standing under the laws of the State its jurisdiction of Delaware, (ii) it incorporation and has all the requisite corporate power and capacity to carry on its business as now conducted and as presently proposed to be conducted; (b) the Corporation has full corporate power and authority to enter into and perform this Agreement and to consummate assuming the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the due execution and delivery of performance by Finder, to perform its obligations set out herein and this Agreement has been duly authorized, executed and delivered by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its the terms, except as enforcement subject to the general qualification that: (i) enforceability may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, reorganization or similar other laws relating to or limiting affecting creditors’ ' rights generally; (ii) equitable remedies, including the remedies of specific performance and injunctive relief are available only in the discretion of the applicable court; and (viii) rights to indemnity, contribution and waiver hereunder and the ability to sever unenforceable terms may be limited under applicable law; (c) the execution, delivery and performance authorized capital of this Agreement by the Corporation and the consummation issued capital of the Corporation is as disclosed in the Disclosure Record; all of the issued and outstanding securities have been duly issued in compliance with all applicable securities laws and are fully paid and non-assessable; and, no person, firm or corporation has any agreement or option, or right or privilege, whether preemptive or contractual, capable of becoming an agreement, including convertible securities, for the purchase, subscription or issuance of any unissued shares or other securities of the Corporation except as disclosed in the Disclosure Record; (d) there is no action, proceeding or investigation pending or to the best of its knowledge threatened against the Corporation before or by any federal, provincial, state, municipal, county or other governmental department, commission, board or agency, domestic or foreign, which may result in any material adverse change in the condition, financial or otherwise, of the Corporation, or which questions the validity of any action taken or to be taken by the Corporation pursuant to or in connection with this Agreement; (e) there is not, in the constituting documents or by-laws of the transactions contemplated hereby will not (A) result Corporation or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which the Corporation is a violation party, any restriction upon or impediment to the declaration or payment of dividends by the Certificate of Incorporation directors of the Corporation or the Bylaws payment of dividends by the Corporation to the holders of its Common Shares; (f) the audited Hfinancial statements of the Corporation, including the notes thereto, as contained in the Disclosure Record, present the financial position and condition of the Corporation as at the date thereof, in accordance with generally accepted accounting principle applicable in the United States ("GAAP") and reflect all material liabilities (absolute, accrued, contingent or otherwise) of the Corporation as at the date thereof in accordance with GAAP, and there has not been any material adverse change in such position or condition since such date except as described in the Disclosure Record; (g) no event of material default under the constituting documents, by-laws or resolutions of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others under any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture agreement or instrument to which the Corporation is a party, has occurred and no event which with the giving of notice or the passage of time or both would constitute an event of material default under the constituting documents, by-laws or resolutions of the Corporation or under any such agreement or instrument has occurred and is continuing; (Ch) subject to the Closing occurring at a minimum of US $5,000,000, the Corporation shall not issue or sell any Common Shares or financial instruments convertible or exchangeable into Common Shares of the Corporation other than for the purpose of employee, directors and qualified consultant stock options or stock grants (under the Non Qualified Option and Stock Grant Plan) or to satisfy instruments or agreements already existing as of the date hereof for period of 180 days from the Closing Date without the prior written consent of the Finder, such consent not to be unreasonably withheld; (i) except as disclosed herein, there is no person, firm or corporation acting or purporting to act for the Corporation entitled to any brokerage or finder's fee in connection with any of the transactions contemplated herein; (j) the execution and delivery by the Corporation of this Agreement and, assuming due performance and registration or qualification of the Finder, the performance of its obligations hereunder will not result in any breach or violation of, or be in conflict with, or constitute a violation default, under any term or provision of the constituting documents of the Corporation or any shareholders' or directors' resolutions of the Corporation, or any agreement to which the Corporation is a party or by which the Corporation or any of its property is bound, and this Agreement has been duly authorized, executed and delivered by the Corporation; (k) assuming due qualification and/or registration by the Finder, no approval, authorization, consent or other order of any lawgovernmental authority is required in connection with the execution and delivery or by the performance by the Corporation of this Agreement except requisite filings with the Commissions; (l) there is no order ceasing or suspending trading in securities of the Corporation or prohibiting the sale of such securities against the Corporation or, ruleto the best of the Corporation's knowledge, regulationafter due inquiry: any of its directors, orderofficers and promoters; any other companies that have common directors, judgment officers and promoters; and no proceedings for this purpose have been instituted or decree applicable are pending, contemplated or threatened; (m) all statements, facts, data, information and material made, furnished or provided from time to time by the Corporation in writing to the Finder relating to the Corporation are true and correct in all material respects as at the respective dates of said documents and all material facts relating to the Corporation have been fully disclosed to the Finder and such statements, facts, data, information and material did not and do not (except where modified or superseded by which subsequently provided statements, facts, data, information and materials) contain an untrue statement of a material fact or omit to state a material fact necessary in order to make any property statement or asset fact contained therein not misleading in light of the Corporation is bound or affectedcircumstances in which it was made; and (n) upon Closing, except the Finder's Warrant will be validly created, authorized and delivered and the Common Shares will be validly authorized, allotted and reserved for issuance upon the exercise of the Finder's Warrant in accordance with respect to clauses (B) or (C) for its terms, and Common Shares will, when issued, be issued as fully paid and non-assessable securities and will be issued free and clear of all liens, charges and encumbrances of any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operationskind whatsoever.

Representations and Warranties of the Corporation. The Corporation represents hereby represents, warrants and warrants that agrees as follows: (ia) it The Corporation is a corporation duly incorporated organized, validly existing and is existing in good standing under the laws of the State of Delaware, (ii) it . The Corporation has all requisite corporate power and authority to carry on its business as proposed to be conducted. (b) The Corporation has full legal power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby carry out and to issue the Class A Common Stock in accordance with the terms hereofperform its obligations hereunder. The execution, (iii) the execution delivery and delivery performance by Corporation of this Agreement by the Corporation and the consummation by it of the transactions as contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized and approved by all necessary corporate action on action. This Agreement has been duly authorized, executed and delivered by the part of Corporation and, assuming due authorization, execution and delivery by the Corporationother party hereto, including but not limited to all actions necessary to ensure that constitutes the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement enforceability may be limited by equitable principles or by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, or moratorium and other similar laws relating to or limiting creditors’ affecting creditor’s rights generally, generally and to general equitable principles. (vc) the execution, The execution and delivery and performance of this Agreement by the Corporation and Agreement, the consummation by the Corporation of the transactions contemplated hereby and the performance of the Corporation’s obligations hereunder will not (A) conflict with, or result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse after passage of time or both notice, or both, would become constitute a default) under, any provision of any governing instrument applicable to the Corporation or give to others any rights of termination, amendment, acceleration other agreement or cancellation of, any agreement, indenture or other instrument to which the Corporation is a partyparty or by which the Corporation or any of its properties are bound, or (C) result in a violation of any lawforeign or domestic permit, rulefranchise, regulationjudgment, orderdecree, judgment stature, rule or decree regulation applicable to the Corporation or by which any property the Corporation’s business or asset properties. (d) Assuming the Purchaser’s representations and warranties set forth in Section 1 are true and correct in all material respects, the offer and sale, issuance and delivery of the Corporation is bound or affectedShares contemplated hereby are exempt from registration under the 1933 Act, except and under applicable state securities and “blue sky” laws, as currently in effect. (e) The Shares being purchased by the Purchaser hereunder, when issued, sold and delivered in accordance with respect to clauses (B) or (C) the terms of this Agreement for any conflictsthe consideration expressed herein, defaultswill be duly authorized and validly issued, accelerationsfully paid, terminationsand nonassessable, cancellations or violations, that would not reasonably and will be expected to have a material adverse effect free of restrictions on the Corporation or its business, financial condition or results of operationstransfer other than restrictions on transfer under this Agreement and under applicable federal and state securities laws.

Representations and Warranties of the Corporation. (1) The Corporation hereby represents and warrants to the Agents, intending that the same may be relied upon by the Agents, that: (ia) it is a corporation each of the Corporation and the Material Subsidiaries has been duly incorporated incorporated, continued or amalgamated and organized and is validly existing in good standing under the laws of the State its jurisdiction of Delawareincorporation, (ii) it continuance or amalgamation, has all requisite corporate power and authority to enter into carry on its business as now conducted and perform this Agreement as contemplated by the Prospectuses, and to consummate the transactions contemplated hereby own, lease and to issue the Class A Common Stock in accordance with the terms hereofoperate its properties and assets, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by has all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ requisite power and authority and to carry out its obligations under this Agreement; (b) the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation only major operating subsidiaries of the Corporation enforceable against are listed in Schedule A; (c) the Corporation in accordance with or one of its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, Material Subsidiaries owns the issued and (v) the execution, delivery and performance outstanding shares of this Agreement by the Corporation and the consummation by the Corporation each of the transactions contemplated hereby will not Material Subsidiaries as set out in Schedule A, in each case free and clear of any pledge, lien, security interest, charge, claim or encumbrance, other than as is described in the Prospectuses; (Ad) result no order, ruling or determination having the effect of ceasing, suspending or restricting trading in a violation of the Certificate of Incorporation any Common Shares of the Corporation or the Bylaws sale of the Common Shares has been issued and no proceedings, investigations or inquiries for such purpose are pending or, to the Corporation's knowledge, threatened; (e) the Corporation's common shares are, and the Common Shares will be, posted and listed for trading on the Exchanges and the Corporation is not in default in any material respect of any of the listing requirements of the Exchanges; (f) other than options under the Corporation's Stock Option Plans, the Corporation is not a party to and has not entered into any agreement, warrant, option, right or privilege reasonably capable of becoming an agreement, for the purchase, subscription or issuance of any Common Shares or securities convertible into or exchangeable for common shares other than as set out in Schedule C; (g) as at August 1, 2003, the authorized share capital of the Corporation consisted of an unlimited number of Common Shares and an unlimited number of First Preferred shares, of which 108,831,244 Common Shares and no First Preferred shares are issued and outstanding; (h) the Corporation and each of the Material Subsidiaries have conducted and are conducting their respective businesses in compliance with all applicable laws, rules, regulations, tariffs, orders and directives, including without limitation, all laws, regulations and statutes relating to mining and to mining claims, concessions or (B) conflict withleases, and environmental, health and safety laws, rules, regulations, or constitute a default (policies or an event which with notice other lawful requirements of any governmental or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to regulatory bodies having jurisdiction over the Corporation and the Material Subsidiaries in each jurisdiction in which the Corporation is a partyor the Material Subsidiaries carries on their respective businesses, other than those in respect of which the failure to comply would not individually or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset aggregate be material. Each of the Corporation and the Material Subsidiaries holds all certificates, authorities, permits, licenses, registrations and qualifications (collectively, the "Authorities") in all jurisdictions in which each carries on its business and which are material for and necessary or desirable to carry on their respective businesses as now conducted. To the best of the Corporation's knowledge, information and belief all the Authorities are valid and existing and in good standing and none of the Authorities contain any burdensome term, provision, condition or limitation which has or is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected likely to have a any material adverse effect on the business of the Corporation and the Material Subsidiaries (taken as a whole) as now conducted or as proposed to be conducted. Neither the Corporation nor any of the Material Subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Authorities which, singly or in the aggregate, if the subject of an unfavourable decision, ruling or finding, would materially adversely affect the business, operations, financial condition, or income of the Corporation or the Material Subsidiaries (taken as a whole) or any notice of the revocation or cancellation of, or any intention to revoke or cancel, any of the mining claims, concessions or leases comprising: (i) the Bogoso/Prestea property; (ii) the Mampon property; (iii) the Xxxx Xxxxxx property; (iv) the Yaou and Dorlin properties; and (v) the Wassa property; (each as described in the Form 10-K of the Corporation dated March 25, 2003, collectively referred to herein as the "Resource Properties", and the Bogoso/Prestea property, the Prestea property, the Mampon property and the Wassa property collectively being referred to herein as the "Material Resource Properties"); (i) the Corporation and each of its Material Subsidiaries have good and marketable title to all assets owned by them free and clear of all liens, charges and encumbrances, other than as described in the Prospectuses, and other than such liens, charges and encumbrances that are not individually or in the aggregate material to the Corporation or the Material Subsidiaries; (j) all interests in the Resource Properties are owned, leased or held by the Corporation or its businessMaterial Subsidiaries as owner or lessee thereof, financial condition are so owned with good and marketable title or results are so leased with good and valid title, are in good standing, are valid and enforceable, are free and clear of any liens, charges or encumbrances and no royalty is payable in respect of any of them, except as set out in the Prospectuses or as are not individually or in the aggregate material to the Corporation or the Material Subsidiaries, or other than as would not have a material effect on the value of such interests; no other material property rights are necessary for the conduct or intended conduct of the Corporation's or the Material Subsidiaries' business and there are no restrictions on the ability of the Corporation or the Material Subsidiaries to use, transfer or otherwise exploit any such property rights, except as set out in the Prospectuses; (A) the Corporation and its Material Subsidiaries are in material compliance with all material terms and provisions of all contracts, agreements, indentures, leases, instruments and licences material to the conduct of its business and (B) all such contracts, agreements, indentures, leases, policies, instruments and licences are valid and binding in accordance with their terms and in full force and effect; (l) to the best of the Corporation's knowledge, information and belief none of the real property (and the buildings constructed thereon) in which the Corporation or any of the Material Subsidiaries has a direct or indirect interest, whether leasehold or fee simple or otherwise (the "Real Property"), or upon or within which it has operations., is subject to any judicial or administrative proceeding alleging the violation of any federal, provincial, state or municipal environmental, health or safety statute or regulation, domestic or foreign, or is subject to any investigation concerning whether any remedial action is needed to respond to a release of any

Representations and Warranties of the Corporation. The Corporation represents and warrants to the Underwriters as of the date hereof, and acknowledges that the Underwriters are relying upon each of such representations and warranties in completing the Offering, that: (ia) it the Corporation and each of the Subsidiaries has been duly incorporated or otherwise organized and is validly existing as a corporation duly incorporated and is existing in good standing under the laws of the State jurisdiction in which it was incorporated, or otherwise organized, as the case may be, and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of Delawarethe Corporation or the Subsidiaries; (b) the Corporation and each of the Subsidiaries is duly qualified to carry on its business in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its material Assets and Properties requires such qualification (iiexcept for such jurisdictions where the failure to be so qualified would not result in a Material Adverse Effect) it and has all requisite corporate power and authority to enter into conduct its business and to own, lease and operate its material Assets and Properties and to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock any other document, filing, instrument or agreement delivered in accordance connection with the terms hereofOffering; (c) neither the Corporation nor any of the Subsidiaries is: (i) in material violation of its articles of incorporation or by-laws; or (ii) in default of the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, joint venture, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it or its property may be bound for any such violations or defaults that would result in a Material Adverse Effect; (iiid) the execution Corporation has no direct or indirect material subsidiaries other than the Subsidiaries, nor any investment in any Person which currently accounts for or which, for the financial year ended December 31, 2019, is expected to account for, more than ten percent of the assets or revenues of the Corporation or would otherwise be material to the Business and delivery affairs of this Agreement by the Corporation. The Corporation owns all of the voting securities of its Subsidiaries, of which the Corporation owns 50% or more of the issued and outstanding shares, in each case free and clear of all Liens, except Permitted Encumbrances, and no Person has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement, for the purchase from the Corporation or any of the Subsidiaries of the Corporation of any interest in any of the shares in the capital of the Subsidiaries; (e) each of the Corporation and the consummation Subsidiaries owns or has the right to use all material Assets and Properties currently owned or used in the Business, including: (i) all Contracts that are material to its Business; and (ii) all material Assets and Properties necessary to enable the Corporation and the Subsidiaries to carry on its Business as now conducted and as presently proposed to be conducted including the Existing Premises; (f) except for the Permitted Encumbrances, no third party has any ownership right, title, interest in, claim in, Lien against or any other right to any material Assets and Properties purported to be owned by it the Corporation; (g) all material Contracts are in good standing in all material respects and in full force and effect; (h) neither the Corporation, any of the transactions contemplated hereby (including without limitationSubsidiaries nor, to the issuance knowledge of the Class A Common Stock) have been duly authorized by all necessary corporate action Corporation, any other party thereto is in material default or breach of any material Contract and there exists no condition, event or act which, with the giving of notice or lapse of time or both would constitute a material default or breach under any material Contract which would give rise to a right of termination on the part of any other party to a material Contract; (i) (i) each of the Corporation and the Subsidiaries is duly qualified and possesses all material permits, certificates, licences, approvals, consents and other authorizations issued by the appropriate Governmental Authority necessary to conduct the Business; (ii) each of the Corporation and the Subsidiaries is in material compliance with the terms and conditions of all material licences necessary to conduct the Business; (iii) all material licences necessary to conduct the Business are valid and in full force and effect; and (iv) the Corporation has not received any notice relating to the revocation or modification of any material licences necessary to conduct the Business; (j) the Corporation and each of the Subsidiaries and, to the knowledge of the Corporation, all directors, officers and employees of each: (i) is and at all times has been in material compliance with all applicable laws of each jurisdiction in which it carries on business and with all applicable laws, tariffs and directives material to its operations, including all applicable federal, state, municipal, and local laws and regulations and other lawful requirements of any Governmental Authority that govern all aspects of the Corporation’s or the Subsidiaries’ business, including, but not limited to, permits and/or licenses to grow, process, and dispense cannabis and cannabis- derived products, with the exception of certain United States federal laws, statutes, and/or regulations as applicable to the production, trafficking, distribution, processing, cultivation, extraction and sale of cannabis and cannabis related substances and products as disclosed in the Prospectuses and other related judgments, orders and decrees (collectively, “Applicable Laws”) in all material respects; (ii) has not received any correspondence or notice from Health Canada or any other Governmental Authority alleging or asserting material non-compliance with any Applicable Laws or any licences (including the Licences), certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (collectively, “Authorizations”); (iii) possesses all Authorizations required for the conduct of its Business, and such Authorizations are valid and in full force and effect and the Corporation and each of the Subsidiaries and, to the knowledge of the Corporation, all directors, officers and employees of each are not in violation of any material term of any such Authorization; (iv) has not received notice of any pending or threatened claim, suit, proceeding, charge, hearing, enforcement, audit, investigation, arbitration or other action from any Governmental Authority or third party alleging that any operation or activity of the Corporation or any of the Subsidiaries or, to the knowledge of the Corporation any of their directors, officers and/or employees is in violation of any Applicable Laws or material Authorizations and has no knowledge or reason to believe that any such Governmental Authority or third party is considering or would have reasonable grounds to consider any such claim, suit, proceeding, charge, hearing, enforcement, audit, investigation, arbitration or other action; (v) has not received notice that any Governmental Authority has taken, is taking, or intends to take action to limit, suspend, modify or revoke any material Authorizations including the Licences and has no knowledge or reason to believe that any such Governmental Authority is considering taking or would have reasonable grounds to take such action; and (vi) has, or has had on its behalf, filed, declared, obtained, maintained or submitted all reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or material Authorizations and to keep the Licences in good standing and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were materially complete and correct on the date filed (or were corrected or supplemented by a subsequent submission); (k) the authorized and issued share capital of the Corporation shall be true and correct as at, and as set out in each of the Base Prospectus, Supplement Prospectus and any amendment thereof; (l) the terms and the number of options and warrants to purchase Common Shares granted by the Corporation currently outstanding conforms to the description thereof contained in the Offering Documents and, other than as contemplated by this Agreement, and options granted to directors, officers, employees and consultants of the Corporation to purchase Common Shares and outstanding warrants to purchase Common Shares as described in the Offering Documents, no Person has any agreement or option, right or privilege (contractual or otherwise) capable of becoming an agreement (including convertible or exchangeable securities and warrants) for the purchase or acquisition from the Corporation of any interest in any unissued Common Shares or other unissued securities of the Corporation; (m) the Corporation is a reporting issuer in each of the Offering Jurisdictions, is not in default under the applicable Securities Laws of those Provinces; (n) the Corporation is in material compliance with its timely and continuous disclosure obligations under Securities Laws and the policies, rules and regulations of the CSE and, without limiting the generality of the foregoing, there is no material fact, and there has not occurred any material change (actual, anticipated, contemplated, threatened, financial or otherwise), relating to the assets, liabilities (contingent or otherwise), Business, affairs, operations, prospects, capital or control of the Corporation and its Subsidiaries taken as a whole which has not been set forth in the Offering Documents or otherwise publicly disclosed on a non-confidential basis and, except as may have been corrected by subsequent disclosure, all the statements set forth in all documents publicly filed by or on behalf of the Corporation, including but the Documents Incorporated by Reference, were true, correct, and complete in all material respects and did not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent contain any misrepresentation as of the Corporation’s Board date of Directors’ power such statements and authority the Corporation has not filed any confidential material change reports since the date of such statements which remains confidential as at the date hereof; (o) at the Closing Time all necessary corporate action will have been taken by the Corporation to issue the Unit Shares and to the extent permitted by lawUnit Shares will be validly issued and fully paid Common Shares, shall and will not be have been issued in violation of or subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” pre-emptive rights or other form contractual rights to purchase securities issued by the Corporation, and all statements made in the Offering Documents describing the Offered Securities will be accurate in all material respects; (p) at the Closing Time all necessary corporate action will have been taken by the Corporation to create and issue the Warrants and the Broker Warrants and upon the respective due exercise thereof, the Warrant Shares and the Broker Shares will be validly issued and fully paid Common Shares, and will not have been issued in violation of antior subject to any pre-takeover laws emptive rights or contractual rights to purchase securities issued by the Corporation, and regulations” all statements made in the Offering Documents describing the Offered Securities will be accurate in all material respects; (q) Odyssey Trust Company, at its principal office in Toronto, Ontario, has been duly appointed as the registrar and transfer agent of any jurisdiction that may purport the Corporation with respect to be applicable the Common Shares; (r) at or prior to this Agreement or the transactions contemplated hereby Closing Time, Odyssey Trust Company, at its principal office in Calgary, Alberta, will have been duly appointed as the Warrant Agent; (collectively, “Takeover Laws”), (ivs) this Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation Corporation, enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, moratorium or similar laws relating to or limiting affecting creditors’ rights generally, general principles of equity, and the qualifications that equitable remedies may only be granted in the discretion of a court of competent jurisdiction and except that rights of indemnity, contribution, waiver and the ability to sever unenforceable terms may be limited under applicable law; (vt) each of the execution, execution and delivery and performance of this Agreement and the other Transaction Documents, the performance by the Corporation of its obligations hereunder and thereunder, the sale of the Offered Securities hereunder by the Corporation and the consummation by the Corporation of the transactions contemplated hereby in this Agreement and other Transaction Documents and the sale of Units pursuant to the Concurrent Private Placement: (i) do not and will not (A) conflict with or result in a material breach or violation of the Certificate of Incorporation any of the Corporation terms or the Bylaws of the Corporation or (B) conflict withprovisions of, or constitute a material default under (or an event which with whether after notice or lapse of time or both would become a defaultboth): (A) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any lawstatute, rule, regulation, order, judgment regulation or decree Law applicable to the Corporation or the Subsidiaries; (B) the articles of incorporation, by-laws or resolutions of the directors or shareholders of the Corporation or the Subsidiaries; (C) any material Contract to which the Corporation or any of the Subsidiaries is a party or by which any property or asset of the Corporation them is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.bound; or

Representations and Warranties of the Corporation. 3.1. The Corporation represents and warrants to the Acquiror as follows, and acknowledges that the Acquiror is relying on such representations and warranties in connection with the transactions contemplated herein: (ia) it the Corporation is a corporation duly incorporated validly existing and is existing in good standing under the laws of the State of DelawareWashington and is duly registered, licensed or qualified to carry on business under the laws of the jurisdictions in which the nature of its business makes such registration, licensing or qualification necessary; (iib) it the Corporation has all requisite the corporate power and authority capacity to enter into and perform this Agreement and each additional agreement or instrument to consummate the transactions contemplated hereby be delivered pursuant to this Agreement, to perform its obligations hereunder and thereunder to own and lease it property, and to issue the Class A Common Stock in accordance with the terms hereof, carry on its businesses as now being conducted; (iiic) the execution and delivery of this Agreement has been, and each additional agreement or instrument to be delivered pursuant to this Agreement will be prior to the Time of Closing, duly authorized, executed and delivered by the Corporation and assuming the consummation due authorization, execution and delivery by it the Acquiror and the other Parties, each is, or will be at the Time of the transactions contemplated hereby (including without limitationClosing, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation Corporation, enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and ; (vd) the execution, execution and delivery and performance of this Agreement by the Corporation does not, and the consummation by the Corporation of the transactions contemplated hereby Transaction will not not, (Ai) result in a breach or violation of the Certificate of Incorporation articles or by- laws of the Corporation or the Bylaws of any resolutions of the Corporation directors or shareholders of the Corporation, (Bii) conflict with, or result in a breach of, constitute a default under or accelerate the performance required by or result in the suspension, cancellation, material alteration or creation of an encumbrance upon any material agreement (including any Corporation Material Contract), license or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument permit to which the Corporation is a partyparty or by which the Corporation is bound or to which any material assets or property of the Corporation is subject, or (Ciii) result in a violation violate any provision of any lawapplicable law or regulation or any judicial or administrative order, rule, regulation, orderaward, judgment or decree applicable to the Corporation or by which any property or asset Corporation; (e) the authorized capital of the Corporation is bound consists of 127,500,000 Corporation Shares with a par value of $0.0001 per share and 2,000,000 preferred shares with a par value of $0.001 per share, and 2,000,000 class A convertible preferred stock with a par value of $0.001 per share, of which, as of the date of this Agreement, 54,251,241 Corporation Shares are issued and outstanding as fully paid and non-assessable and no preferred shares or affectedshares of class A preferred shares are outstanding; (f) the only outstanding securities convertible, exchangeable or exercisable into Corporation Shares are the Debentures and the Broker Warrants, and other than as set out herein, there are no other the Corporation Shares or securities convertible, exercisable or exchangeable into the Corporation Shares issued or outstanding; (g) other than as set forth in of the Disclosure Letter - Corporation, the Corporation does not own, and has not at any time owned, and does not have any agreements of any nature to acquire, directly or indirectly, any shares in the capital of or other equity or proprietary interests in any person, and the Corporation does not have any agreements to acquire or lease any material assets or properties or any other business operations; (h) other than the Debentureholders, the holders of the Broker Warrants, the Acquiror pursuant to this Agreement, any broker or finder who has performed (or will perform) services for the Corporation or Xxxxx in connection with the Transaction, and any person who receives Performance Warrants or Finder’s Warrants prior to Closing, no person has any agreement, option, right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, including convertible securities, options, warrants or convertible obligations of any nature, for the purchase, subscription, allotment or issuance of any unissued shares or other securities of the Corporation; (i) the audited financial statements of the Corporation for the fiscal year ended December 31, 2017 and the unaudited financial statements of the Corporation for the nine month period ended September 30, 2018 (the “Corporation Financial Statements”), will be prepared in accordance with IFRS. The Corporation Financial Statements will be true, correct and complete and present fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of the Corporation as at the date thereof and results of operations of the Corporation for the periods then ended. From September 30, 2018, there will be no material alteration in the manner of keeping the books, accounts or records of the Corporation or in its accounting policies or practices; (j) the Corporation’s auditors who will audit the Corporation Financial Statements will be independent public accountants; (k) except as disclosed in the Corporation Financial Statements, there will be no related-party transactions or off-balance sheet structures or transactions with respect to clauses the Corporation; (Bl) except as disclosed in the Corporation Financial Statements, and those incurred in connection with the Transaction, including but not limited to the Debentures, the Corporation has no material indebtedness, liabilities or obligations (secured or unsecured) and is not a party to, or bound by, any material agreement of guarantee, indemnification, assumption or endorsement or any like commitment of the obligations, liabilities (contingent or otherwise) or material indebtedness of any other Person; (Cm) from September 30, 2018, there has been no material adverse change in the condition (financial or otherwise), assets, liabilities, operations, earnings or business of the Corporation; (n) the Corporation currently conducts cannabis-related business activities in states in the United States which have legalized cannabis for medical or adult use. The Corporation conducts its operations in those states in compliance in all material respects with all applicable state laws, regulations, by-laws, ordinances, regulations, rules, judgments, decrees and orders of those states, however, cannabis remains a Schedule I controlled substance under U.S. federal law, and the Corporation’s activities in those states may constitute a violation of U.S. federal criminal laws applicable to such conduct, including, but not limited to, the Controlled Substances Act, anti-money laundering laws, and the Racketeer Influenced and Corrupt Organizations Act; (o) the Contracts listed in the Disclosure Letter (the “Corporation Material Contracts”), together with this Agreement and the Amalgamation Agreement and after the execution and delivery hereof, all ancillary agreements contemplated herein or therein, constitute all the Material Contracts of the Corporation. Each of the Corporation Material Contracts is in full force and effect, unamended, and there exists no default, warranty claim or other obligation or liability or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any conflictsother event or condition, defaultswould become a default, accelerationsor give rise to a warranty claim or other obligation or liability thereunder. The Corporation has not violated or breached, terminationsin any material respect, cancellations any of the terms or violationsconditions of any the Corporation Material Contract and all the covenants to be performed by any other party thereto have been fully and properly performed; (p) except as disclosed in the Disclosure Letter - Corporation, that there are no waivers, consents, notices or approvals required to be given or obtained by the Corporation in connection with the Transaction and the other transactions contemplated by this Agreement under any Corporation Material Contract; (q) no consent, approval, order or authorization of, or registration or declaration with, any applicable Governmental Entity with jurisdiction over the Corporation is required to be obtained by the Corporation in connection with the execution and delivery of this Agreement, except for those consents, orders, authorizations, declarations, registrations or approvals which are contemplated by this Agreement or those consents, orders, authorizations, declarations, registrations or approvals that, if not obtained, would not prevent or materially delay the consummation of the Transaction or otherwise prevent or materially delay the Corporation from performing its obligations under this Agreement and could not reasonably be expected to have a material adverse effect Material Adverse Effect on the Corporation; (r) there is no suit, action or proceeding or, to the knowledge of the Corporation, pending or threatened against the Corporation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Corporation, and there is no judgment, decree, injunction, rule or order of any Governmental Entity outstanding against the Corporation causing, or which could reasonably be expected to cause, a Material Adverse Effect on the Corporation; (s) no bankruptcy, insolvency or receivership proceedings have been instituted by the Corporation or, to the knowledge of the Corporation, are pending against the Corporation; (t) the Corporation has good and marketable title to its businessproperties and assets (other than property or an asset as to which the Corporation is a lessee, financial condition in which case it has a valid leasehold interest), except for such defects in title that individually or results in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Corporation; (u) except as disclosed in the Disclosure Letter - Corporation, no person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of operations.becoming an agreement, option, understanding or commitment for the purchase from the Corporation of any of its assets or property; (v) the Corporation has all permits, licences, certificates of authority, orders and approvals of, and has made all filings, applications and registrations with, applicable Governmental Entities and other persons that are required in order to permit it to carry on its business as presently conducted, except for such permits, licences, certificates, orders, filings, applications and registrations required under United States federal law, or the failure to have or make, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Corporation, and all such permits, licenses, certificates of authority, orders and approvals are in good standing and fully complied with in all material respects; (w) except as disclosed in the Disclosure Letter - Corporation, the Corporation has filed in the prescribed manner and within the prescribed times all Tax Returns required to be filed by the Corporation in all applicable jurisdictions as of the date hereof and all Tax Returns that have been filed by, or with respect to the Corporation are true, complete and correct in all material respects, report all income and all other amounts and information required to be reported thereon and disclose any Taxes required to be paid for the periods covered thereby. The Corporation has duly and timely paid any material Taxes due and payable by it, including all instalments on account of Taxes that are due and payable before the date hereof, whether or not assessed by the appropriate Governmental Entity, and has duly and timely paid all assessments and reassessments it has received in respect of any Taxes; (x) there are no audits, reassessments or other proceedings in progress or, to the knowledge of the Corporation, threatened against the Corporation, in respect of any Taxes and, in particular, there are no currently outstanding reassessments or written enquiries which have been issued or raised by any Governmental Entity relating to any Taxes, and the Corporation is not aware of any contingent liability of the Corporation for Taxes or any grounds that could reasonably prompt an assessment or reassessment for any Taxes, and the Corporation has not received any indication in writing from any Governmental Entity that any assessment or reassessment is proposed; (y) the Corporation has deducted, withheld or collected and remitted in a timely manner to the relevant Governmental Entity all Taxes required to be deducted, withheld or collected and remitted by the Corporation; (z) the Corporation has not been notified in writing by any Governmental Entity of any investigation with respect to it that is pending, nor has any Governmental Entity notified the Corporation in writing of such Governmental Entity’s intention to commence or to conduct any investigation that could be reasonably likely to have a Material Adverse Effect on the Corporation; (aa) the Corporate Records of the Corporation are complete and accurate in all material respects and all corporate proceedings and actions reflected therein have been conducted or taken in compliance with all applicable laws and with the constating documents of the Corporation, and without limiting the generality of the foregoing: (i) the minute books of the Corporation contain complete and accurate minutes of all meetings of the directors and shareholders of the Corporation; (ii) such minute books contain all written resolutions passed by the directors and shareholders of the Corporation; (iii) the securities register of the Corporation are complete and accurate; and (iv) the registers of directors and officers are complete and accurate and present directors and officers of the Corporation were duly elected or appointed; (bb) all Books and Records of the Corporation up to the date of this Agreement have been fully, properly and accurately kept and, where required, completed in accordance with IFRS, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein; (cc) the Corporation is not a ‘reporting issuer’ or equivalent in any jurisdiction nor are any shares of the Corporation listed or quoted on any stock exchange or electronic quotation system; (dd) other than the Finder, the Corporation has not authorized any person to act as broker or finder or in any other similar capacity in connection with the Transactions contemplated by this Agreement, that in any manner may or will impose liability on the Acquiror or the Corporation; (ee) to the knowledge of the Corporation, no representation or warranty of the Corporation contained in this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading; (ff) the Corporation has security measures and safeguards in place to protect Personally Identifiable Information it collects from customers and other parties from illegal or unauthorized access or use by its personnel or third parties or access or use by its personnel or third parties in a manner that violates the privacy rights of third parties. The Corporation has complied in all material respects with all Applicable Laws relating to privacy and consumer protection and neither has collected, received, stored, disclosed, transferred, used, misused or permitted unauthorized access to any information protected by Applicable Laws related to privacy, whether collected directly or from third parties, in an unlawful manner;

Representations and Warranties of the Corporation. The Corporation represents and warrants to Fonds F.T.Q., both at the date hereof and at the Closing Date, and acknowledges that Fonds F.T.Q. is relying upon such representations and warranties in entering into the Agreement, that: (a) the Corporation has full corporate capacity, power and authority to issue the Subscribed Shares and upon issuance of same and receipt of the Subscription Price for same, the Subscribed Shares shall be duly allotted, validly issued and outstanding as fully paid shares of the share capital of the Corporation and free of all Liens, charges and encumbrances; (b) the Corporation is not in default or breach of the following, and the execution and delivery of the Agreement by the Corporation, as well as the compliance with the conditions of said Agreement or the transactions contemplated herein, including the issuance of the Subscribed Shares, does not and will not have any of the following effects: (i) it result in any breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, would result in a breach of or constitute a default under, any term or provision of the articles, by-laws or resolutions of the Corporation or of the Acquisition Agreement or any other material agreement to which the Corporation is a corporation duly incorporated party and by which the Corporation is existing bound, or any judgment, decree, order, statute, rule or regulation applicable to the Corporation, which default or breach might reasonably be expected to materially adversely affect, in good standing under the laws short, medium and/or long term, the business, operations, outlooks, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of operations of the State of Delaware, Corporation or its properties or assets on a consolidated basis; (ii) it result in the breach, termination or revocation of licences, rights, accreditations, certifications or other authorizations held by the Corporation; or (iii) give rise to any Lien on or with respect to the properties or assets now owned or hereafter acquired by the Corporation or the acceleration of or the maturity of any indebtedness or other liabilities or obligations under, any agreement binding or affecting the Corporation or any of its properties; (c) The execution and delivery of the Acquisition Agreement by the Corporation, as well as the compliance with the conditions of the Acquisition Agreement or the transactions contemplated under the Acquisition Agreement do not and will not: (i) result in a breach or constitute a default and create result in any breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, would result in a breach of or constitute a default under, any term or provision of the articles, by-laws or resolutions of the Corporation or of any material agreement to which the Corporation is a party and by which the Corporation is bound, or any judgment, decree, order, statute, rule or regulation applicable to the Corporation, which default or breach might reasonably be expected to materially adversely affect, in the short, medium and/or long term, the business, operations, outlooks, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of operations of the Corporation or its properties or assets on a consolidated basis; (ii) result in the breach, termination or revocation of licences, rights, accreditations, certifications or other authorizations held by the Corporation; (d) the Corporation has all requisite full corporate capacity, power and authority to enter into and perform this the Agreement and to consummate perform its obligations under the transactions contemplated hereby Agreement and to issue the Class A Common Stock in accordance with the terms hereofAgreement has been duly authorized, (iii) the execution executed and delivery of this Agreement delivered by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes is a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement the respective terms of said Agreement subject to the general qualifications that: (i) enforceability may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, insolvency or similar other laws relating to or limiting affecting creditors’ rights generally; and (ii) equitable remedies, including the remedies of specific performance and injunctive relief, are available only in the discretion of the applicable court; (ve) the execution, execution and delivery of the Agreement and performance the fulfilment of this the terms of said Agreement by the Corporation and the consummation by the Corporation of or the transactions contemplated hereby hereunder, including the issuance of the Subscribed Shares, does not and will not require the consent, approval, authorization, registration or qualification of or with any governmental authority, court, tribunal or other Public Body, stock exchange, Securities Regulatory Authority or other third party, except for such as have already been obtained; (Af) result there are no third party consents required to be obtained in a order for the Corporation to issue the Subscribed Shares that have not already been or will not have been obtained at the Closing Date, including approval from the Corporation’s shareholders in accordance with the requirements of the TSX; (g) to the Corporation’s knowledge, the Corporation has not, directly or indirectly (i) made any contribution or gift which contribution or gift is in violation of any applicable laws, or any bribe, rebate, payoff, influence payment, kickback or other payment to any person, regardless of form, whether money, property or services (a) to obtain favourable treatment in securing business, (b) to pay for favourable treatment of business secured, or (c) to obtain special concessions or for special concessions already obtained, for or in respect of the Corporation, (ii) established or maintained any fund or asset that has not been recorded in its books and records; without limiting the generality of the above, there have been no actions taken by the Corporation, or to the knowledge of the Corporation on behalf of the Corporation, that would cause it to be in violation of the Certificate Corruption of Incorporation Foreign Public Officials Act or any similar applicable anti-corruption or anti-bribery law; (h) the Disclosure Documents represent the entirety of the documents required to be filed since December 31, 2016 with one of the Securities Regulatory Authorities under the Applicable Securities Laws, and the content of same complies in all materials respects with the Applicable Securities Laws; (i) the information and statements set forth in the Disclosure Documents were true and correct in all material respects and did not contain any misrepresentation, nor did same fail to mention a material fact, the mention of which is required or necessary for a statement to not be misleading in light of the circumstances in which it was made, in each case, as of the date of such information or statements; (j) since December 31, 2016 no material change has occurred which is not disclosed in the Disclosure Documents, and no material change has been communicated to the Securities Regulatory Authorities on a confidential basis without thereafter being communicated to the public; (k) CST Trust Company, at its principal offices in the city of Montreal, is the duly appointed registrar and transfer agent of the Corporation or with respect to the Bylaws common shares; (l) the definitive forms of certificates representing the common shares are in all material respects in due and proper form under the laws governing the Corporation and the requirements of the TSX and the NYSE; (m) the issued and outstanding common shares are listed and posted for trading on the TSX and the NYSE and the Corporation or is in compliance with the rules, requirements, policies, notices and regulations of the TSX and the NYSE in all material respects; (Bn) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, “reporting issuer” or (C) result equivalent in a violation all Canadian provinces within the meaning of applicable securities legislation and is not in default of any law, rule, regulation, order, judgment or decree requirement of applicable securities legislation in any material respect; and (o) to the Corporation or by which any property or asset knowledge of the Corporation, the Corporation is bound not subject to any cease trading order on its securities or, to the best of the Corporation’s knowledge, by any investigation under the Applicable Securities Laws or affecteda review by a securities authority in connection with its Disclosure Documents, except and has no knowledge of any breach with respect to clauses (B) documents or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have reports filed with the Securities Regulatory Authorities as a material adverse effect on result of which the Corporation would be included in a list of defaulting reporting issuers. The Corporation is not subject to any listing, filing or its businesscontinuing disclosure obligation in any jurisdiction except the Canadian provinces. Moreover, financial condition the Corporation reiterates for the full benefit of Fonds F.T.Q. the representations and warranties set forth in Section 3.2 and Schedule H of the Acquisition Agreement and same shall be incorporated herein as if recited in full in the Agreement and acknowledges that Fonds F.T.Q. is entering into the Agreement in reliance on such representations and warranties. Such representations and warranties shall, in their current form and content, remain an integral part of this Agreement notwithstanding any subsequent amendment or results termination of operationsthe Acquisition Agreement.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants and covenants to the Corporation, and acknowledges that the Purchaser is relying on such representations and warranties in agreeing to purchase the Purchased Units, that: (ia) it is a corporation the Corporation has been duly incorporated and is existing in good standing organized and validly subsists under the laws of the State jurisdiction of Delawareits incorporation, (ii) it and has all requisite corporate power and authority, as the case may be, to, and is qualified to, carry on its business as now conducted and to own or lease its properties and assets in all jurisdictions in which it currently carries on business and/or owns or leases its properties and assets and the Corporation has all requisite power and authority to enter into execute and perform this deliver the Subscription Agreement, the Registration Rights Agreement and to consummate perform its obligations hereunder and thereunder; (b) the transactions contemplated hereby Corporation has conducted and is conducting its business in compliance in all material respects, with all applicable laws, statutes, by-laws, rules and regulations of each jurisdiction in which its business is carried on and holds all material licenses, registrations, permits, consents or qualifications required in order to issue enable its business to be carried on as now conducted, and all such licenses, registrations, permits, consents and qualifications are valid and subsisting and in good standing in all respects; (c) the Class A Corporation has not committed an act of bankruptcy or is insolvent, has proposed a compromise or arrangement to its creditors generally, has had a petition for a receiving order in bankruptcy filed against it, has made a voluntary assignment in bankruptcy, has taken any proceedings with respect to a compromise or arrangement, has taken any proceedings to have itself declared bankrupt, wound-up or dissolved, has taken any proceedings to have a receiver appointed to any of its property or has had any execution or distress become enforceable or become levied upon any of its properties; (d) the authorized capital of the Corporation consists of an unlimited number of Common Shares and, as at the date of the hereof the number of shares of Common Stock reflected in accordance with the terms hereofCorporation’s most recent SEC filings reflects the number of shares of Common Stock currently issued and outstanding as fully paid and non-assessable; (e) there is not any other instrument or document to which the Corporation is a party or by which it is bound, and which imposes restriction upon, or impediment to, the declaration or payment of dividends by the Corporation; (iiif) the execution and delivery of this Subscription Agreement by the Corporation and the consummation by it Registration Rights Agreement and the performance of the transactions transaction contemplated hereby (including without limitationhereunder and thereunder, the issuance of the Class A Common StockFirst Units at the Closing Time, and compliance by the Corporation with the other provisions of this Subscription Agreement to be complied with by it, will not at the Closing Time: (i) have been duly authorized by all necessary corporate action on the part create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and will not conflict with: (A) any of the Corporationterms, including but not limited conditions or provisions of the articles, by-laws or resolutions of the shareholders, directors or any committee of directors of the Corporation or any indenture, agreement or instrument to all actions necessary to ensure that which the acquisition of shares Class A Common Stock pursuant Corporation is a party or by which it or they are contractually bound; or (B) any statute, rule, regulation, by-law or law applicable to the transactions contemplated herebyCorporation , including, without limitation, Canadian Securities Laws, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Corporation ; or (ii) give rise to any lien, charge or claim in or with respect to the fullest extent properties or assets now owned or hereafter acquired by the Corporation or the acceleration of or the Corporation’s Board maturity of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” debt or other form obligation under any indenture, mortgage, lease, agreement or instrument binding or affecting any of anti-takeover laws them or any of their properties; (g) Each of this Subscription Agreement and regulations” of any jurisdiction that may purport to the Registration Rights Agreement has been or will be applicable to this Agreement upon the execution thereof, duly authorized, executed and delivered by the Corporation and constitutes or the transactions contemplated hereby (collectivelywill constitute when executed, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation it in accordance with its respective terms, except as that: (i) the enforcement thereof may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar insolvency and other laws relating to or limiting affecting the enforcement of creditors’ rights generally; (ii) rights of indemnity, contribution and waiver of contribution thereunder may be limited under applicable law; and (viii) equitable remedies, including, without limitation, specific performance and injunctive relief, may be granted only in the execution, delivery and performance discretion of this Agreement by the Corporation and the consummation by the Corporation a court of competent jurisdiction; (h) upon completion of all of the transactions contemplated hereby in this Agreement: (i) the Common Shares and Warrants comprising the First Units, and the Warrant Shares upon exercise of the Warrants, will not have been validly authorized and issued by the Corporation; (Aii) result the Common Shares, and the Warrant Shares upon exercise of the Warrants, will be duly issued as fully paid and non-assessable and none of such securities will have been issued in a violation of or subject to any pre-emptive rights or other contractual rights to purchase securities issued by the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or Corporation; and (Bi) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a partythe legal and beneficial owner of, or (C) result in a violation has good and marketable title to, and possesses all of the assets material to its business free and clear of any law, rule, regulation, order, judgment or decree applicable to encumbrances (other than leased equipment used in the Corporation or by which any property or asset ordinary course of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations).

Representations and Warranties of the Corporation. The Corporation represents and warrants that to, and agrees with, WorldCom that: (ia) it is a corporation The Corporation has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware. The Corporation has no subsidiaries. (b) The shares of Common Stock and Junior Preferred Stock to be sold pursuant to this Agreement (the "OFFERED SECURITIES") and all other outstanding shares of capital stock of the Corporation have been duly authorized and validly issued, and are fully paid and nonassessable. At the close of business on June 27, 2001, 1,000 shares of Common Stock and 0 shares of preferred stock of the Corporation were issued and outstanding and there were no options or warrants to purchase any capital stock of the Corporation or securities convertible into or exchangeable for any capital stock of the Corporation or any other agreements or instruments providing for the issuance of any capital stock of the Corporation. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required to be obtained or made by the Corporation for the consummation of the transactions contemplated by this Agreement. (d) The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated herein will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (i) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Corporation or any of its properties, (ii) it has all requisite corporate power and authority any agreement or instrument to enter into and perform this Agreement and which the Corporation is a party or by which the Corporation is bound or to consummate which any of the transactions contemplated hereby and to issue properties of the Class A Common Stock in accordance with the terms hereofCorporation is subject, or (iii) the execution charter, by-laws or other organizational documents of the Corporation. (e) This Agreement has been duly authorized, executed and delivery of this Agreement delivered by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement such enforceability may be limited by equitable principles or by (i) applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws relating to or limiting affecting the enforcement of creditors’ ' rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (viii) an implied covenant of good faith and fair dealing. (f) The Offer and sale of the executionOffered Securities in the manner contemplated by this Agreement will be exempt from the registration requirements of the Act, delivery by reason of Section 4(2) thereof; and performance it is not necessary to qualify an indenture in respect of the Offered Securities under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). (g) The aggregate Liquidation Value of the Junior Preferred Stock purchased by WorldCom pursuant to the terms of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or date of its businessissuance is, financial condition or results of operationsand at any time thereafter shall be, $7,075,000,000.

Representations and Warranties of the Corporation. The Corporation represents and warrants to CDP, both at the date hereof and at the Closing Date, and acknowledges that CDP is relying upon such representations and warranties in entering into the Agreement, that: (a) the Corporation has full corporate capacity, power and authority to issue the Subscribed Shares and upon issuance of same and receipt of the Subscription Price for same, the Subscribed Shares shall be duly allotted, validly issued and outstanding as fully paid shares of the share capital of the Corporation and free of all Liens, charges and encumbrances; (b) the Corporation is not in default or breach of the following, and the execution and delivery of the Agreement by the Corporation, as well as the compliance with the conditions of said Agreement or the transactions contemplated herein, including the issuance of the Subscribed Shares, does not and will not have any of the following effects: (i) it result in any breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, would result in a breach of or constitute a default under, any term or provision of the articles, by-laws or resolutions of the Corporation or of the Acquisition Agreement or any other material agreement to which the Corporation is a corporation duly incorporated party and by which the Corporation is existing bound, or any judgment, decree, order, statute, rule or regulation applicable to the Corporation, which default or breach might reasonably be expected to materially adversely affect, in good standing under the laws short, medium and/or long term, the business, operations, outlooks, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of operations of the State of Delaware, Corporation or its properties or assets on a consolidated basis; (ii) it result in the breach, termination or revocation of licences, rights, accreditations, certifications or other authorizations held by the Corporation; or (iii) give rise to any Lien on or with respect to the properties or assets now owned or hereafter acquired by the Corporation or the acceleration of or the maturity of any indebtedness or other liabilities or obligations under, any agreement binding or affecting the Corporation or any of its properties; (c) The execution and delivery of the Acquisition Agreement by the Corporation, as well as the compliance with the conditions of the Acquisition Agreement or the transactions contemplated under the Acquisition Agreement do not and will not: (i) result in a breach or constitute a default and create result in any breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, would result in a breach of or constitute a default under, any term or provision of the articles, by-laws or resolutions of the Corporation or of any material agreement to which the Corporation is a party and by which the Corporation is bound, or any judgment, decree, order, statute, rule or regulation applicable to the Corporation, which default or breach might reasonably be expected to materially adversely affect, in the short, medium and/or long term, the business, operations, outlooks, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of operations of the Corporation or its properties or assets on a consolidated basis; (ii) result in the breach, termination or revocation of licences, rights, accreditations, certifications or other authorizations held by the Corporation; (d) the Corporation has all requisite full corporate capacity, power and authority to enter into and perform this the Agreement and to consummate perform its obligations under the transactions contemplated hereby Agreement and to issue the Class A Common Stock in accordance with the terms hereofAgreement has been duly authorized, (iii) the execution executed and delivery of this Agreement delivered by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes is a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement the respective terms of said Agreement subject to the general qualifications that: (i) enforceability may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, insolvency or similar other laws relating to or limiting affecting creditors’ rights generally; and (ii) equitable remedies, including the remedies of specific performance and injunctive relief, are available only in the discretion of the applicable court; (ve) the execution, execution and delivery of the Agreement and performance the fulfilment of this the terms of said Agreement by the Corporation and the consummation by the Corporation of or the transactions contemplated hereby hereunder, including the issuance of the Subscribed Shares, does not and will not require the consent, approval, authorization, registration or qualification of or with any governmental authority, court, tribunal or other Public Body, stock exchange, Securities Regulatory Authority or other third party, except for such as have already been obtained; (Af) result there are no third party consents required to be obtained in a order for the Corporation to issue the Subscribed Shares that have not already been or will not have been obtained at the Closing Date, including approval from the Corporation’s shareholders in accordance with the requirements of the TSX; (g) to the Corporation’s knowledge, the Corporation has not, directly or indirectly (i) made any contribution or gift which contribution or gift is in violation of any applicable laws, or any bribe, rebate, payoff, influence payment, kickback or other payment to any person, regardless of form, whether money, property or services (a) to obtain favourable treatment in securing business, (b) to pay for favourable treatment of business secured, or (c) to obtain special concessions or for special concessions already obtained, for or in respect of the Corporation, (ii) established or maintained any fund or asset that has not been recorded in its books and records; without limiting the generality of the above, there have been no actions taken by the Corporation, or to the knowledge of the Corporation on behalf of the Corporation, that would cause it to be in violation of the Certificate Corruption of Incorporation Foreign Public Officials Act or any similar applicable anti-corruption or anti-bribery law; (h) the Disclosure Documents represent the entirety of the documents required to be filed since December 31, 2016 with one of the Securities Regulatory Authorities under the Applicable Securities Laws, and the content of same complies in all materials respects with the Applicable Securities Laws; (i) the information and statements set forth in the Disclosure Documents were true and correct in all material respects and did not contain any misrepresentation, nor did same fail to mention a material fact, the mention of which is required or necessary for a statement to not be misleading in light of the circumstances in which it was made, in each case, as of the date of such information or statements; (j) since December 31, 2016 no material change has occurred which is not disclosed in the Disclosure Documents, and no material change has been communicated to the Securities Regulatory Authorities on a confidential basis without thereafter being communicated to the public; (k) CST Trust Company, at its principal offices in the city of Montreal, is the duly appointed registrar and transfer agent of the Corporation or with respect to the Bylaws common shares; (l) the definitive forms of certificates representing the common shares are in all material respects in due and proper form under the laws governing the Corporation and the requirements of the TSX and the NYSE; (m) the issued and outstanding common shares are listed and posted for trading on the TSX and the NYSE and the Corporation or is in compliance with the rules, requirements, policies, notices and regulations of the TSX and the NYSE in all material respects; (Bn) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, “reporting issuer” or (C) result equivalent in a violation all Canadian provinces within the meaning of applicable securities legislation and is not in default of any law, rule, regulation, order, judgment or decree requirement of applicable securities legislation in any material respect; and (o) to the Corporation or by which any property or asset knowledge of the Corporation, the Corporation is bound not subject to any cease trading order on its securities or, to the best of the Corporation’s knowledge, by any investigation under the Applicable Securities Laws or affecteda review by a securities authority in connection with its Disclosure Documents, except and has no knowledge of any breach with respect to clauses (B) documents or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have reports filed with the Securities Regulatory Authorities as a material adverse effect on result of which the Corporation would be included in a list of defaulting reporting issuers. The Corporation is not subject to any listing, filing or its businesscontinuing disclosure obligation in any jurisdiction except the Canadian provinces. Moreover, financial condition the Corporation reiterates for the full benefit of CDP the representations and warranties set forth in Section 3.2 and Schedule H of the Acquisition Agreement and same shall be incorporated herein as if recited in full in the Agreement and acknowledges that CDP is entering into the Agreement in reliance on such representations and warranties. Such representations and warranties shall, in their current form and content, remain an integral part of this Agreement notwithstanding any subsequent amendment or results termination of operationsthe Acquisition Agreement.

Representations and Warranties of the Corporation. (a) The Corporation represents and warrants that (i) it is a corporation an entity duly incorporated and is validly existing and in good standing under the laws of the State jurisdiction of Delawareits incorporation, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Corporation is not in violation or default of any of the provisions of its certificate or articles of incorporation, bylaws or other organizational or charter documents. The Corporation is duly qualified to conduct business and is in good standing in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of this Agreement, (ii) it a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Corporation, taken as a whole, or (iii) a material adverse effect on the Corporation’s ability to perform in any material respect on a timely basis its obligations under any this Agreement (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no proceeding has all been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. (b) The Corporation has the requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby by this Subscription Agreement and otherwise to issue the Class A Common Stock in accordance with the terms hereof, (iii) the carry out its obligations hereunder. The execution and delivery of this Subscription Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation and no further action is required by the Corporation, including but not limited to all actions necessary to ensure that the acquisition Board of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of Directors or the Corporation’s Board of Directors’ power stockholders in connection herewith other than in connection with the TSX Approval. This Agreement has been duly executed by the Corporation and, when delivered in accordance with the terms hereof and authority and to thereof, will constitute the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except (i) as enforcement may be limited by general equitable principles or by and applicable bankruptcy, insolvency, reorganization, moratorium, or similar moratorium and other laws relating to or limiting of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (viii) the insofar as indemnification and contribution provisions may be limited by applicable law. (c) The execution, delivery and performance of this Agreement by the Corporation of this Subscription Agreement, the issuance and sale of the Common Shares and the consummation by the Corporation it of the transactions contemplated hereby do not and will not (Ai) result in a violation conflict with or violate any provision of the Certificate Corporation’s certificate or articles of Incorporation of the Corporation incorporation, bylaws or the Bylaws of the Corporation other organizational or charter documents, or (Bii) conflict with, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, result in the creation of any lien upon any of the properties or assets of the Corporation, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, indenture credit facility, debt or other instrument (evidencing a Corporation debt or otherwise) or other understanding to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation party or by which any property or asset of the Corporation is bound or affected, or (iii) subject to the TSX Approval, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Corporation is subject (including applicable Securities Laws), or by which any property or asset of the Corporation is bound or affected; except with respect to in the case of each of clauses (Bii) and (iii), such as could not have or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have result in a Material Adverse Effect. (d) The Corporation is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by the Corporation of this Subscription Agreement, other than application(s) to the TSX for the listing of the Common Shares for trading thereon in the time and manner required thereby and (iv) such filings as are required to be made under applicable Securities Laws. (e) The Common Shares to be issued as part of the Offering are duly authorized and, when issued and paid for in accordance with the Subscription Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Corporation. (f) The Corporation has filed all reports, schedules, forms, statements and other documents required to be filed by the Corporation under applicable Securities Laws, for the two years preceding the date hereof (or such shorter period as the Corporation was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Securities Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such Securities Reports prior to the expiration of any such extension. As of their respective dates, the Securities Reports complied in all material respects with the requirements of applicable Securities Laws, as applicable, and none of the Securities Reports, when filed, contained any untrue statement of a material adverse effect on fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Corporation included in the Securities Reports comply in all material respects with applicable accounting requirements and the rules and regulations of applicable securities regulators with respect thereto as in effect at the time of filing, have been prepared from, and are in accordance with, the books and records of the Corporation. Such financial statements have been prepared in accordance with International Financial Reporting Standards applied on a consistent basis during the periods involved (“IFRS”), except as may be otherwise specified in such financial statements or its the notes thereto and except that unaudited financial statements may not contain all footnotes required by IFRS, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. (g) Since the date of the latest audited financial statements included within the Securities Reports, except as specifically disclosed in the Securities Reports since such time, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) except as disclosed in subsequent Securities Reports, the Corporation has not incurred any liabilities (contingent or otherwise) other than in accordance with the normal course of business, financial condition (iii) the Corporation has not altered its method of accounting, (iv) the Corporation has not declared or results made any dividend or distribution of operationscash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Corporation has not issued any equity securities to any officer, director or affiliate, except pursuant to existing Corporation stock option plans.

Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agents and to the Purchasers, and acknowledges that each of them is relying upon such representations and warranties in purchasing the Offered Securities, that: (i) it each of the Corporation, the Subsidiaries and, to the knowledge of the Corporation, the Corporate Targets is a corporation duly incorporated incorporated, continued or amalgamated and is validly existing in good standing under the laws of the State of Delawarejurisdiction in which it was incorporated, (ii) it continued or amalgamated, as the case may be, and has all requisite corporate power and authority and is duly qualified and holds all necessary material permits, licences and authorizations necessary or required to carry on its business as now conducted and proposed to be conducted to own, lease or operate its properties and assets and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up; (ii) other than the Subsidiaries, the Targets and any entities created for the purposes of effecting the Proposed Acquisitions, upon closing of the Proposed Acquisitions, the Corporation has no direct or indirect material subsidiary or any investment or proposed investment in any Person that is or will be material to the Corporation; (iii) the Corporation has all requisite corporate power, authority and capacity to enter into each of this Agreement, the Subscription Receipt Agreement, the Warrant Indenture, the Subscription Agreements and perform this Agreement the Compensation Option Certificates and to consummate perform the transactions contemplated hereby herein and therein, including, without limitation, to issue the Class A Offered Securities and the Compensation Options; (iv) the Corporation owns all of the issued and outstanding shares of each Subsidiary free and clear of all encumbrances, claims or demands whatsoever and no person has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement, for the purchase from any Person (other than the Corporation) of any interest in any of the shares in the capital of any Subsidiary. All of the issued and outstanding shares of the Subsidiaries are outstanding as fully paid and non-assessable shares; (v) each of the Corporation, the Subsidiaries and, to the knowledge of the Corporation, the Targets has conducted and is conducting its business in material compliance with all applicable laws and regulations of each jurisdiction in which it carries on business, except where the failure to so comply would not have a Material Adverse Effect and each of the Corporation, the Subsidiaries and, to the knowledge of the Corporation, the Targets hold all material requisite licences, registrations, qualifications, permits and consents necessary or appropriate for carrying on its business as currently carried on and all such licences, registrations, qualifications, permits and consents are valid and subsisting and in good standing in all material respects. Without limiting the generality of the foregoing, neither the Corporation, any Subsidiary nor, to the knowledge of the Corporation, any Target has received a written notice of non- compliance, nor does it know of, nor have reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which would have a Material Adverse Effect; (vi) the Corporation is in compliance in all material respects with all of the rules, policies and requirements of the CSE and the OTCQB and the Corporation’s Common Stock Shares are currently listed on the CSE, the OTCQB and the Börse Frankfurt and on no other stock exchange or public market; (vii) the Corporation is currently a “reporting issuer” in the provinces of British Columbia, Alberta and Ontario and is in compliance, in all material respects, with all of its obligations as a reporting issuer and since incorporation has not been the subject of any investigation by any stock exchange or any Securities Regulator, is current with all material filings required to be made by it under Securities Laws and other laws, is not aware of any material deficiencies in the filing of any documents or reports with any Securities Regulators and there is no material change relating to the Corporation which has occurred and with respect to which the requisite news release or material change report has not been filed with the Securities Regulators; (viii) other than the Leased Premises, each of the Corporation and the Subsidiaries is the absolute legal and beneficial owner of, and has good and marketable title to, all of the material properties and assets thereof, and no other property or assets are necessary for the conduct of the business of the Corporation and the Subsidiaries as currently conducted. Any and all of the agreements and other documents and instruments pursuant to which each of the Corporation or any Subsidiary holds the property and assets thereof (including any interest in, or right to earn an interest in, any Intellectual Property) are valid and subsisting agreements, documents and instruments in full force and effect, enforceable in accordance with the terms hereofthereof, and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, and all material leases, licenses and other agreements pursuant to which the Corporation or any Subsidiary derives the interests thereof in such property are in good standing. The Corporation does not know of any claim or the basis for any claim that might or could materially and adversely affect the right of the Corporation or any Subsidiary to use, transfer or otherwise exploit their respective assets, none of the properties (iiior any interest in, or right to earn an interest in, any property) of the Corporation or any Subsidiary is subject to any right of first refusal or purchase or acquisition right, and, other than in connection with the sale of the property located at 00000 Xxxxxxxxx Xxxx, Aurora, Oregon, neither the Corporation nor any Subsidiary has a responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property and assets thereof; (ix) no legal or governmental proceedings or inquiries are pending to which the Corporation, any Subsidiary or, to the knowledge of the Corporation, any Corporate Target is a party or to which the property thereof is subject that would result in the revocation or modification of any certificate, authority, permit or license necessary to conduct the business now owned or operated by the Corporation, any Subsidiary or any Corporate Target which, if the subject of an unfavourable decision, ruling or finding could reasonably be expected to have a Material Adverse Effect and, to the knowledge of the Corporation, no such legal or governmental proceedings or inquiries have been threatened against or are contemplated with respect to the Corporation, any Subsidiary or any Corporate Target or with respect to the properties or assets thereof; (x) other than as disclosed to the Agents, there are no material actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding or, to the best of the Corporation’s knowledge, pending or threatened against or affecting the Corporation, any Subsidiary, any Corporate Target, or the directors, officers or employees of the Corporation or its Subsidiaries, at law or in equity or before or by any commission, board, bureau or agency of any kind whatsoever and, to the best of the Corporation’s knowledge, there is no basis therefore and neither the Corporation, any Subsidiary nor any Corporate Target is subject to any judgment, order, writ, injunction, decree, award, rule, policy or regulation of any governmental authority, which, either separately or in the aggregate, may have a Material Adverse Effect or that would materially adversely affect the ability of the Corporation to perform its obligations under this Agreement, the Subscription Agreements, the Subscription Receipt Agreement or the Warrant Indenture; (xi) neither the Corporation, any Subsidiary nor, to the knowledge of the Corporation, any Corporate Target is in violation of its constating documents or in default in any material respect in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, mortgage, loan agreement, note, lease, licence or other agreement or instrument to which it is a party or by which it or its property or assets may be bound; (xii) to the knowledge of the Corporation, no counterparty to any material obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, mortgage, loan agreement, note, lease or other agreement or instrument to which the Corporation or any Subsidiary is a party is in default in the performance or observance thereof, except where such violation or default in performance would not have a Material Adverse Effect; (xiii) at the Closing Time, all consents, approvals, permits, authorizations or filings as may be required to be made or obtained by the Corporation under Securities Laws necessary for the execution and delivery of this Agreement by Agreement, the Corporation Subscription Receipt Agreement, the Warrant Indenture, the Subscription Agreements, the Compensation Option Certificates, and the creation, issuance and sale, as applicable, of the Offered Securities, the Compensation Options, the Common Shares and Warrants issuable upon the conversion or exercise, as applicable, of the Subscription Receipts and the Compensation Options, the Warrant Shares issuable upon exercise of the Warrants and the consummation by it of the transactions contemplated hereby and thereby will have been made or obtained, as applicable (other than the filing of reports required under applicable Securities Laws within the prescribed time periods, which documents shall be filed as soon as practicable after the applicable Closing Date and, in any event, within such deadline imposed by applicable Securities Laws); (xiv) the Offered Securities, the Common Shares and the Warrants issuable upon the conversion or exercise, as applicable, of the Subscription Receipts and the Compensation Options, the Compensation Options and the Warrant Shares will not be subject to a restricted period or to a statutory hold period under the Securities Laws which extends beyond four months and one day after the Closing Date in accordance with and subject to the conditions set out in NI 45-102; (xv) each of the execution and delivery of this Agreement, the Subscription Receipt Agreement, the Warrant Indenture, the Subscription Agreements and the Compensation Option Certificates, the performance by the Corporation of its obligations hereunder or thereunder, the issue and sale of the Offered Securities hereunder and the consummation of the transactions contemplated in this Agreement, including the issuance and delivery of the Common Shares and Warrants issuable upon conversion of the Subscription Receipts and Compensation Options, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (whether after notice or lapse of time or both): (A) any statute, rule or regulation applicable to the Corporation including, without limitation, the issuance Securities Laws; (B) assuming the filing of articles of amendment, the constating documents, by-laws or resolutions of the Class A Common StockCorporation which are in effect at the date hereof; (C) any mortgage, note, indenture, contract, agreement, instrument, lease or other document to which the Corporation or any Subsidiary is a party or by which it is bound; or (D) any judgment, decree or order binding the Corporation or the property or assets of the Corporation or any Subsidiary; (xvi) at the Closing Time, each of this Agreement, the Subscription Agreements, the Subscription Receipt Agreement, the Warrant Indenture and the Compensation Option Certificates shall have been duly authorized and executed and delivered by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power Corporation and authority upon such execution and to the extent permitted by law, delivery each shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes constitute a legal, valid and binding obligation of the Corporation and each shall be enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar moratorium and other laws relating to or limiting creditors’ affecting the rights generallyof creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law; (vxvii) at the executionClosing Time, delivery and performance of this Agreement all necessary corporate action will have been taken by the Corporation to authorize the issuance of the Offered Securities, the Compensation Options and the consummation by Common Shares and Warrants issuable upon the Corporation conversion or exercise, as applicable, of the transactions contemplated hereby will not (A) result Subscription Receipts and Compensation Options in a violation accordance with the provisions thereof, including full payment therefor and to reserve and allot for issuance the Common Shares partially comprising the Units and to be issued upon the conversion or exercise, as applicable, of the Certificate of Incorporation Subscription Receipts and Compensation Options and the Warrant Shares to be issued on exercise of the Corporation Warrants, which Common Shares or Warrant Shares, as applicable, will be validly issued as fully-paid and non-assessable securities in the Bylaws capital of the Corporation or (B) conflict withCorporation, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which and shall have the Corporation is a party, or (C) result attributes corresponding in a violation of any law, rule, regulation, order, judgment or decree applicable all material respects to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.description thereof set forth in this Agreement;

Representations and Warranties of the Corporation. (1) The Corporation represents and warrants to the Agents (which representations and warranties shall survive the Closing and any closing of the exercise of the Over-Allotment Option in accordance with Section 19), and acknowledges that the Agents are relying on such representations and warranties in entering into this Agreement, that (iit being understood that any certificate signed by any officer of the Corporation and delivered to the Agents shall be deemed a representation and warranty by the Corporation to the Agents as to matters covered thereby): (a) it each of the Corporation, and its Subsidiaries (A) is a corporation duly incorporated incorporated, continued, amalgamated or formed and validly existing under the laws of the jurisdiction in which it was incorporated, continued, amalgamated or formed, as applicable; (B) has all requisite power and authority and is existing duly qualified and holds all necessary permits, licences and authorizations necessary or required to carry on its business as now conducted and proposed to be conducted to own, lease or operate its properties and assets; (C) where required, has been duly qualified as an extra-provincial corporation or foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases property, or conducts business unless, in each case, the State of Delawarefailure to do so would not individually or in the aggregate, have a Material Adverse Effect; and (iiD) it no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up; (b) the Corporation has all requisite corporate power power, authority and authority capacity to enter into and perform this Agreement each of the Transaction Documents and to consummate perform the transactions contemplated hereby herein and therein, including, without limitation, to issue the Class A Common Stock Offered Securities; (c) the Corporation has no direct or indirect subsidiary or any investment or proposed investment in accordance any person that is or will be material to the Corporation, other than the Subsidiaries; (d) the Corporation and certain of the Subsidiaries own all of the issued and outstanding shares of the Subsidiaries, free and clear of all encumbrances, claims or demands whatsoever and no person has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement, for the purchase from the Corporation or any Subsidiary of any interest in any of the shares in the capital of a Subsidiary. All of the issued and outstanding shares of the Subsidiaries are outstanding as fully paid and non- assessable, as applicable; (e) the Prospectus (or a document incorporated by reference therein) contains an accurate organizational chart showing the material ownership structure of the Corporation and each of its direct and indirect subsidiaries as of the date hereof, including, without limitation, the issued and outstanding share capital in each corporate entity shown thereof; (f) neither the Corporation nor any of its directors and officers has distributed and none of them will distribute, prior to each Closing Date, any offering material in connection with the terms hereof, Offering and sale of the Offered Securities other than the Offering Documents and such marketing materials described in Section 9(4)); (iiig) the execution and delivery of this Agreement by the Corporation and the consummation by Subsidiaries have conducted and are conducting their businesses in compliance with all applicable Laws and regulations of each jurisdiction in which it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action carries on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its termsbusiness, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating where the failure to or limiting creditors’ rights generallyso comply would not have a Material Adverse Effect, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by Subsidiaries hold all material requisite licences, registrations, qualifications, permits (including Environmental Permits) and consents necessary or appropriate for carrying on business as currently carried on and all such licences, registrations, qualifications, permits and consents are valid and subsisting and in good standing in all material respects. Without limiting the Corporation generality of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation foregoing, none of the Corporation or the Bylaws its Subsidiaries has received a written notice of the Corporation or (B) conflict withnon- compliance, or constitute a default (or an event which with notice or lapse of time or both would become a default) undernor does it know of, or give nor have reasonable grounds to others any rights of termination, amendment, acceleration or cancellation know of, any agreementfacts that could give rise to a notice of non-compliance with any such Laws, indenture regulations or instrument permits which would have a Material Adverse Effect; (h) no legal or governmental proceedings or inquiries are pending to which the Corporation or any Subsidiary is a party, party or (C) to which the property thereof is subject that would result in a violation the revocation or modification of any lawcertificate, ruleauthority, regulation, order, judgment permit or decree applicable license necessary to conduct the business now owned or operated by the Corporation or by which any property Subsidiary which, if the subject of an unfavourable decision, ruling or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not finding could reasonably be expected to have a material adverse effect on Material Adverse Effect and, to the knowledge of the Corporation, no such legal or governmental proceedings or inquiries have been threatened against or are contemplated with respect to the Corporation or any Subsidiary or with respect to the properties or assets thereof; (i) the Corporation is in compliance in all material respects with all of the rules, policies and requirements of the TSX-V, and OTCQX and the Common Shares are currently listed or quoted on the TSX-V and OTCQX and on no other stock exchange or public market; (j) the Corporation is currently a “reporting issuer” in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Xxxxxx Xxxxxx Island and Newfoundland and is in compliance, in all material respects, with all of its businessobligations as a reporting issuer and since incorporation has not been the subject of any investigation by any stock exchange or any Securities Commission, financial condition is current with all material filings required to be made by it under Canadian Securities Laws and other laws, is not aware of any material deficiencies in the filing of any documents or results reports with any Securities Commissions and there is no material change relating to the Corporation which has occurred and with respect to which the requisite news release or material change report has not been filed with the Securities Commission. The Corporation will not, at the Closing Time on the Closing Date or the Option Closing Time on the Option Closing Date, as the case may be, be on the list of operations.defaulting issuers maintained by any Securities Commission in any of the Qualifying Provinces;

Representations and Warranties of the Corporation. 4.1 The Corporation represents and warrants to the Agent (on its own behalf and on behalf of the Purchasers), and acknowledges that the Agent is relying upon such representations and warranties in entering into this Agreement, that: (a) the Corporation has no material subsidiaries other than (i) it Fronteer de Mexico S.A. de C.V.; (ii) Fronteer Eurasia Madencilik Limited Sirketi; (iii) Fronteer Holdings Inc.; and (iv) Fronteer Investment Inc. (the "Subsidiaries") (b) the Corporation is a valid and subsisting corporation duly incorporated and is existing in good standing under the laws Business Corporations Act (Ontario) with respect to the filing of annual reports with the Registrar of Companies (Ontario); (c) the Corporation is a reporting issuer only in the Provinces of British Columbia, Alberta and Ontario and the Corporation, to the best of its knowledge, is not in default of any of the State requirements of Delawarethe Canadian Applicable Securities Laws; (d) the authorized capital of the Corporation consists of an unlimited number of common shares without par value of which 45,213,734 common shares (the "Issued Shares") are issued and outstanding as of the date hereof as fully paid and non-assessable; (e) the common shares of the Corporation are listed and posted for trading on the Exchange and, to the best of its knowledge, the Corporation is not in default of any of the listing requirements of the Exchange; (iif) except for the Subscription Agreements, Issued Shares, any Shares issued at Closing and the securities issuable to the Agent hereunder, and any options, warrants, agreements and convertible notes disclosed in Schedule "A" to this Agreement, there are no, nor will there be immediately prior to the Time of Closing, documents, instruments or other writings of any kind whatsoever which constitute a "security" (as that term is defined under Canadian Applicable Securities Laws) of the Corporation; (g) subject to due exercise (including payment in full of the applicable subscription price, if any) of the instruments pursuant to which they are issued, if any, upon their issuance, the Shares, the Commission Shares and the Agent's Option Shares will be validly issued and outstanding as fully paid and non-assessable common shares of the Corporation; (h) upon their issuance, the Agent's Options will have been validly created and issued and will be outstanding, registered in the names of the holders thereof; (i) all of the material transactions of the Corporation have been promptly and properly recorded or filed in or with the books or records of the Corporation and the minute books of the Corporation contain all records of the meetings and proceedings of the Corporation's directors, shareholders and other committees, if any; (j) with respect to the two years preceding the date hereof, all prospectuses, annual information forms, material change reports, shareholder communications, press releases, publicly filed financial statements, and other disclosure documents of the Corporation (collectively the "Disclosure Documents") contain no untrue statement of a Material Fact relating to the Corporation as at the date on which such documents were filed on SEDAR nor do they omit to state a Material Fact relating to the Corporation which, at the date on which such documents were filed on SEDAR, was required to have been stated or was necessary to prevent a statement that was made from being false or misleading in the circumstances in which it was made and were prepared in accordance with and complied with Applicable Securities Laws; (k) the Corporation holds all material licences and permits that are required for carrying on its business in the manner in which such business has been carried on and each of the foregoing is in full force and effect; (l) the Corporation has the corporate power and capacity to own the assets owned by it and to carry on the business carried on by it and the Corporation is duly qualified to carry on business in all jurisdictions in which it carries on business; (m) the Corporation has good and marketable title to its assets free and clear of all liens, charges and encumbrances of any kind whatsoever except as detailed in the agreements with respect to the acquisition of such assets as set forth in Schedule "B" or in any relevant title opinions previously obtained by it with respect to any such assets (copies of which have been provided to the Agent) or set out in the Corporation's Disclosure Documents; (n) the Corporation holds either exploration or exploitation concessions or claims or other conventional property, proprietary or contractual interests or rights, recognized in the jurisdiction in which a particular mineral property is located, in respect of the minerals located in properties in which it has, or has a right to acquire, an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit it to explore the minerals relating thereto, all such property, leases or claims and all property, leases or claims in which it has any interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting, it has all necessary surface rights, access rights and other necessary rights and interests relating to the mineral properties in which it has an interest granting it the right and ability to explore for minerals for development purposes as are appropriate in view of the rights and interest therein of it, with only such exceptions as do not materially interfere with the use made by it of the rights or interests so held, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in its name; (o) the Corporation is current with all material filings required to be made in all jurisdictions in which it exists or carries on any material business and the Corporation is not in default of any filings required to be made under Applicable Securities Laws; (p) the audited consolidated financial statements of the Corporation for its fiscal year ended December 31, 2004 and the unaudited interim consolidated financial statements of the Corporation for the interim three month period ended March 31, 2005 (collectively, the "Financial Statements") are true and correct in every material respect and present fairly and accurately the consolidated financial position and results of the operations of the Corporation for the periods then ended and the Financial Statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis; (q) there are no material liabilities of the Corporation, whether direct, indirect, absolute or, to the best of the Corporation's knowledge, contingent or otherwise which are not disclosed or reflected in the Corporation's Financial Statements except those incurred in the ordinary course of business of the Corporation since March 31, 2005 and which are recorded in the books and records of the Corporation; (r) since March 31, 2005 there has not been any adverse Material Change of any kind whatsoever in the financial position or condition of the Corporation, or any damage, loss or other change of any kind whatsoever in circumstances materially affecting the business or assets of the Corporation, or the right or capacity of the Corporation to carry on its business; (s) the contracts and agreements set out in Schedule "B" hereto constitute all of the material contracts and agreements of the Corporation under which the Corporation is obligated to pay or expend more than $50,000 per year presently in (a) force, and all such contracts and agreements are in good standing in all material respects and not in default in any respect; (t) all tax returns and reports of the Corporation required by law to have been filed have been filed and are substantially true, complete and correct and all taxes and other government charges of any kind whatsoever of it have been paid or accrued in the Financial Statements; (u) except as disclosed in Schedule "C" hereto, to the best of its knowledge, there are no actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding, pending or threatened against or affecting the Corporation or its directors (in their capacity as directors of the Corporation), officers (in their capacity as officers of the Corporation) or promoters (in their capacity as promoters of the Corporation) at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency of any kind whatsoever which would result in an adverse Material Change in the financial position, business or prospects of the Corporation and, to the best of its knowledge, there is no basis therefor; (v) neither the Corporation nor, to the best of the Corporation's knowledge, any of its directors, officers and promoters are in breach of any law, ordinance, statute, regulation, by-law, order or decree of any kind whatsoever which breach would have a material adverse effect on the financial position, business or prospects of the Corporation; (w) the Corporation has all requisite corporate power and capacity and good and sufficient right and authority to enter into into, deliver and perform carry out its obligations under this Agreement and the Subscription Agreements and to consummate complete the transactions contemplated hereby and to issue the Class A Common Stock in accordance with under this Agreement on the terms hereof, and conditions set forth herein; (iiix) the execution and delivery of this Agreement has been authorized, executed and delivered by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its termsthe terms thereof and, except as enforcement may be limited by equitable upon being executed and delivered, each of the Subscription Agreements and the certificates representing the Agent's Options will constitute a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with the terms thereof, subject to laws of general application with respect to bankruptcy and creditors' rights and the principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and of equity; (vy) the execution, execution and delivery and performance of this Agreement by the Corporation and the consummation by Subscription Agreements, the Corporation performance of its obligations under this Agreement and the completion of the transactions contemplated hereby under this Agreement will not (A) conflict with, or result in a violation the breach of or the Certificate acceleration of Incorporation any indebtedness under, or constitute default under, the Articles or By-Laws of the Corporation or the Bylaws of the Corporation or (B) conflict withany indenture, or constitute a default (or an event which with notice or lapse of time or both would become a default) undermortgage, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture lease, licence or other instrument of any kind whatsoever to which the Corporation is a partyparty or by which it or any of its properties or assets is bound, or, to the best of its knowledge, any statute or (C) result in a violation of any lawjudgment, decree, order, rule, regulationpolicy or regulation of any court, order, judgment governmental authority or decree administrative body of any kind whatsoever applicable to the Corporation or by any of its properties or assets, which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to could have a material adverse effect on the Corporation or its condition, business, financial condition properties or results of operationsoperations of the Corporation; and (z) except as disclosed herein and in the Disclosure Documents, to the best of its knowledge, no action has been taken by any persons which would in any way limit, restrict or cause interference with any mineral exploration and development work which either the Corporation or any of the Subsidiaries currently proposes to carry out on its mineral properties using the proceeds of this Private Placement. 4.2 The representations and warranties of the Corporation contained in this Section 4 of this Agreement shall be true at the applicable Time of Closing and the applicable Closing Date as though they were made at the applicable Time of Closing and the applicable Closing Date and they shall survive the completion of the transactions contemplated under this Agreement for a period of two years from the applicable Closing Date.

Representations and Warranties of the Corporation. The Corporation represents and warrants to the Investor and acknowledges that the Investor is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement: (ia) it The Corporation is a corporation duly incorporated and is existing in good standing under the laws of the State of DelawareNevada, and has the requisite corporate power and authority to conduct its business as it is currently being conducted. (iib) it The Corporation has all the requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue by the Class A Common Stock in accordance with the terms hereof, Transaction Documents. (iiic) the The execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) Transaction Documents have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that and no further consent or action is required by the acquisition Corporation, its Board of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent Directors or its stockholders. (d) Each of the Corporation’s Board of Directors’ power Transaction Documents constitutes, or will when duly authorized, executed and authority and to delivered by all parties thereto other than the extent permitted by lawCorporation constitute, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation Corporation, enforceable against the Corporation in accordance with its termsthe terms thereof, except as that (i) the enforcement thereof may be limited by equitable principles or by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws relating to affecting the rights of creditors generally, (ii) equitable remedies, including, without limitation, specific performance and injunction, may be granted only in the discretion of a court of competent jurisdiction, (iii) rights of indemnity, contribution and the waiver of contribution provided for herein, and any provisions exculpating a party from a liability or limiting creditors’ rights generallyduty otherwise owed by it, may be limited under applicable law, and (iv) the enforceability of provisions in any Transaction Document which purport to sever any provision which is prohibited or unenforceable under applicable law without affecting the enforceability or validity of the remainder of such Transaction Document would be determined only in the discretion of the court. (e) The authorized capital of the Corporation consists of 100,000,000 shares of common stock, par value $0.001 per share, of which there were 28,065,800 shares issued and outstanding as of the date of this Agreement, and 5,000,000 shares of preferred stock, par value $0.001 per share, of which no shares have been issued as of the date of this Agreement. The outstanding shares of common stock have been issued for the following consideration: (i) 500,000 shares at a price of $0.001 per share; (ii) 4,500,000 shares at a price of $0.01 per share; (iii) 12,000,000 shares in consideration of the acquisition of all of the issued capital of Infrablue Limited (iv) 705,800 shares at a price of $0.05 per share (v) 360,000 shares at a price of $0.25 per share and (vi) 10,000,000 shares on the executiontransfer of certain intellectual property assets; (f) There are no agreements or other obligations (contingent or otherwise) which may require the Company to repurchase or otherwise acquire any shares of its capital stock. (g) the Investor hereby consents, delivery no person, firm or corporation has any agreement or option or right or privilege (whether preemptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of any unissued shares, securities or warrants of the Corporation. (h) The issuance of the Convertible Note and performance the issuance of this Agreement the Shares and Warrants upon conversion of the Convertible Notes and the issuance of the Warrant Shares upon the exercise of the Warrants have each been duly authorized. The Shares have been authorized and validly reserved for issuance, and when issued upon conversion of the Convertible Notes in accordance with the terms thereof, will be validly issued, fully paid and non-assessable shares of the Corporation’s common stock. The Warrant Shares have been authorized and validly reserved for issuance, and when issued upon exercise of the Warrant in accordance with the terms thereof (and upon payment of the exercise price therefor), will be validly issued, fully paid and non-assessable shares of the Corporation’s common stock. The stockholders of the Company have no preemptive or similar rights to purchase shares of Common Stock from the Company. (i) The issue and sale of the Securities by the Corporation does not and the consummation by the Corporation of the transactions contemplated hereby will not (A) conflict with, and does not and will not result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation breach of, any agreement, indenture of the terms of its incorporating documents or any agreement or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Subscriber (and acknowledges that the Subscriber is relying thereon) that: (ia) it is a corporation duly incorporated and is existing in good standing under the laws of Corporation has the State of Delawarefull corporate right, (ii) it has all requisite corporate power and authority to enter into execute and perform deliver this Subscription Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock FT Units to the Subscriber and to incur and renounce to the Subscriber Qualifying Expenditures in accordance an amount equal to the Commitment Amount; (b) the Corporation is duly incorporated and validly subsisting, and is qualified to carry on business in each jurisdiction in respect of which the carrying out of the activities contemplated hereby make such qualification necessary; (c) the Corporation has complied or will comply with all applicable corporate and securities laws in connection with the terms hereof, (iii) the execution offer and delivery of this Agreement by the Corporation and the consummation by it sale of the transactions contemplated hereby FT Units; (including without limitation, the issuance of the Class A Common Stockd) have been duly authorized upon acceptance by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, this Subscription Agreement shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes constitute a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by terms subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar reorganization and other laws relating of general application limiting the enforcement of creditors' rights generally and to or limiting creditors’ rights generally, and the general principles of equity including the fact that specific performance is available only in the discretion of the court; (ve) the execution, delivery and performance of this Subscription Agreement by the Corporation Corporation, the issue of the FT Units and the consummation by incurring of Qualifying Expenditures and the Corporation renunciation of Qualifying Expenditures to the Subscriber pursuant hereto does not and will not constitute a breach of or default under the constating documents of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict withCorporation, or constitute a default (any law, regulation, order or an event which with notice or lapse of time or both would become a default) underruling applicable to the Corporation, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument agreement to which the Corporation is a partyparty or by which it is bound; (f) the Corporation is, and at all material times will be, a "principal-business corporation"; (g) upon issuance pursuant to the provisions hereof, the FT Units will be "flow-through shares" as defined in subsection 66(15) of the Act and the FT Units will not be "prescribed shares" for the purpose of section 6202.1 of the Regulations to the Act, assuming that there are no agreements, arrangements, obligations or undertakings as contemplated by such provisions in respect of the FT Units, other than any agreements, arrangements, obligations or undertakings to, or (C) result in a violation respect of any lawwhich, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset a specified person in respect of the Corporation is bound a party or affectedhas knowledge; and (h) other than subscription agreements entered into with subscribers for FT Units (as defined in subsection 66(15) of the Act) of the Corporation on the date hereof, except with respect the Corporation is not a party to clauses any agreements for the issuance of FT Units (Bas defined in subsection 66(15) of the Act) pursuant to which (i) the required expenditures have not been incurred; or (Cii) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would the required amounts have not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operationsbeen renounced.

Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agent and the Subscribers, and acknowledges that the Agent and the Subscribers are relying upon such representations and warranties in connection with the purchase and sale of the Special Warrants, as of the Closing Date or each Additional Closing Dates, as follows: (ia) it the Corporation is a corporation duly incorporated organized and is validly existing in good standing under the laws of the State of Delawarejurisdiction in which it was incorporated, (ii) it has all requisite corporate power and authority and is duly qualified and holds all necessary material permits, licences and authorizations necessary or required to carry on its business as now conducted and to own, lease or operate its properties and assets and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up, and the Corporation has all requisite power and authority to enter into each of this Agreement, the Subscription Agreements, the Special Warrant Indenture, the Warrant Indenture and perform this Agreement the Compensation Option Certificate (collectively, the "Transaction Documents") and to consummate carry out its obligations hereunder and thereunder;‌ (b) each of the execution and delivery of the Transaction Documents, the performance by the Corporation of its obligations hereunder and thereunder, the issue and sale of the Special Warrants, the performance by the Corporation of its obligations thereunder and the consummation of the transactions contemplated hereby by the Transaction Documents, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both) (A) any statute, rule or regulation applicable to the Corporation or the Subsidiary including, without limitation, Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation or the Subsidiary which are in effect at the date hereof; (C) any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or other document to which the Corporation or the Subsidiary is a party or by which the Corporation or the Subsidiary is bound; or (D) any judgment, decree or order binding the Corporation or the Subsidiary or any of their respective properties or assets, except, in the case of clauses (A), (C) and (D), where such conflict, breach or default is not material; (c) the Corporation does not beneficially own or exercise control or direction over 10% or more of the outstanding voting shares of any company other than the Subsidiary, and all of the issued and outstanding shares of the Subsidiary are issued as fully paid and non- assessable shares, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever and no person, firm or corporation has any agreement, option, right or privilege (whether present or future, contingent or absolute, pre-emptive or contractual) capable of becoming an agreement, for the purchase from the Corporation or the Subsidiary of any interest in any of the shares of the Subsidiary or for the issue or allotment of any unissued shares in the capital of the Subsidiary or any other security convertible into or exchangeable for any such shares of the Subsidiary; (d) each Subsidiary is a corporation duly organized and validly existing under the laws of the jurisdiction in which it was incorporated, has all requisite corporate power and authority and is duly qualified and holds all necessary permits, licences and authorizations necessary or required to carry on its business as now conducted and to issue own, lease or operate its properties and assets and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up; (e) none of the Class A Common Stock Corporation or the Subsidiary is (A) in accordance default or in breach of the constating documents or resolutions of its directors or shareholders or (B) in default of any material obligations under any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or other document to which the Corporation or the Subsidiary is a party or by which the Corporation or the Subsidiary is bound; (f) except where no Material Adverse Effect would result, each of the Corporation and the Subsidiary is licensed, registered or qualified as an extra-provincial, foreign corporation or an extra-provincial partnership, as the case may be, in all jurisdictions where the character of the property or assets thereof owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and is carrying on the business thereof in compliance with the terms hereofall applicable laws, rules and regulations of each such jurisdiction; (iiig) all consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for (i) the execution and delivery of this Agreement the Transaction Documents, (ii) the issuance of the Special Warrants, the Unit Shares, the Unit Warrants, the Unit Warrant Shares, the Compensation Options and the Compensation Shares, and (iii) the completion of the transactions contemplated hereby, have been made or obtained, as applicable, subject to the Corporation filing with the Securities Commissions in the Selling Jurisdictions in Canada, within 10 days from the date of the sale of the Special Warrants, a Form 45-106F1 prepared and executed in accordance with Applicable Securities Laws and accompanied by the prescribed fees; (h) none of the Corporation or the Subsidiary has approved, is contemplating, or has entered into any agreement in respect of, and none of the Corporation or the Subsidiary has any knowledge of: (A) the purchase of any property material to the Corporation or the Subsidiary or assets or any interest therein or the sale, transfer or other disposition of any property of the Corporation or the Subsidiary or assets or any interest therein currently owned, directly or indirectly, by the Corporation or the Subsidiary whether by asset sale, transfer or sale of shares or otherwise; or (B) the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of the Corporation or the Subsidiary) of the Corporation or the Subsidiary; (i) the Financial Statements have been prepared in accordance with accounting principles generally accepted in Canada and consistently applied throughout the period referred to therein, contain no misrepresentation and present fully, fairly and correctly, in all material respects, the financial condition of the Corporation as at the dates thereof and the results of the operations and the changes in the financial position of the Corporation for the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation and there has been no change in accounting policies or practices of the Corporation since March 31, 2021, other than as required by Canadian generally accepted accounting principles or as disclosed in the Financial Statements; (j) each of the Corporation and the Subsidiary maintains a system of internal controls sufficient to provide reasonable assurance that access to assets is permitted only in accordance with management's general or specific authorization; (k) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, "Taxes") due and payable by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) Subsidiary have been duly authorized paid, except where the failure to pay Taxes would not have a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation and the Subsidiary have been filed with all necessary corporate action on appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate in all material respects and no material fact or facts have been omitted therefrom which would make any of them misleading, except where the part failure to file such documents would not have a Material Adverse Effect. To the knowledge of the Corporation, including but no examination of any tax return of the Corporation or the Subsidiary is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable, by the Corporation or the Subsidiary, except where such examinations, issues or disputes would not limited have a Material Adverse Effect;‌ (l) other than as set out in Schedule A to all actions necessary this Agreement, there are no rights, warrants or options to ensure that acquire, or instruments convertible into or exchangeable for, any shares in the acquisition capital of the Corporation or the Subsidiary are outstanding and no person is entitled to any pre-emptive or any similar rights to subscribe for any Common Shares or other securities of the Corporation; (m) the Corporation has not declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of its shares Class A Common Stock pursuant and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its securities or agreed to do so or otherwise effected any return of capital with respect to such securities; (n) there are no legal or governmental actions, suits, judgments, investigations, charges or proceedings are pending to which the transactions contemplated herebyCorporation, the Subsidiary or, to the fullest extent knowledge of the Corporation’s Board , any of Directors’ power and authority and the directors, officers or employees of the Corporation or the Subsidiary is a party or to which the Corporation's or the Subsidiary's property or assets are subject which if finally determined adversely to the extent permitted by lawCorporation or the Subsidiary would be expected to result in a Material Adverse Effect and, shall not be to the knowledge of the Corporation, no such proceedings have been threatened against or are contemplated with respect to the Corporation, the Subsidiary and/or any of their respective directors, officers or employees, or with respect to the property and assets of the Corporation taken as a whole and none of the Corporation or the Subsidiary is subject to any “moratorium,” “control share acquisition,” “judgment, order, writ, injunction, decree or award of any Governmental Authority, which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (o) each of the Corporation and the Subsidiary has conducted and is conducting its business combination,” “fair price” in compliance in all material respects with all applicable laws and regulations of each jurisdiction in which it carries on business or other form of holds assets (including all applicable federal, provincial, municipal and local environmental anti-takeover pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, including all Governmental Authorities), holds all Permits under all such laws and regulations” is in compliance in all material respects with all terms of such Permits, and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or Permits, which would have a Material Adverse Effect; (p) each of the Corporation and the Subsidiary, as applicable, owns or has the right to use under license, sub-license or otherwise all Intellectual Property used by the Corporation or the Subsidiary in their respective businesses; (q) any and all of the agreements and other documents and instruments pursuant to which the Corporation or the Subsidiary holds the property and assets thereof (including any interest in, or right to earn an interest in, any property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with terms thereof. None of the Corporation or the Subsidiary is in default of any jurisdiction that may purport of the material provisions of any such agreements, documents or instruments nor has any such default been alleged and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all leases, licences and claims pursuant to be applicable to this Agreement which the Corporation or the transactions contemplated hereby Subsidiary derives the interests thereof in such property and assets are in good standing in all material respects and there has been no material default under any such lease, licence or claim. The properties (or any interest in, or right to earn an interest in, any property) of each of the Corporation and the Subsidiary are not subject to any right of first refusal or purchase or acquisition right; (r) each of the Corporation and the Subsidiary holds all of the permits, licenses and like authorizations necessary for it to carry on its business in each jurisdiction where such business is carried on that are material to the conduct of the business of each of the Corporation and the Subsidiary (collectively, “Takeover Laws”the "Permits"), ; all such Permits are valid and subsisting and in good standing and each of the Corporation and the Subsidiary are in material compliance with each such Permit;‌ (ivs) this Agreement constitutes a legal, the Transaction Documents have been or will be duly authorized and executed and delivered by the Corporation and constitute or will constitute valid and binding obligation obligations of the Corporation enforceable against the Corporation in accordance with its their respective terms, except as enforcement thereof may be limited by equitable principles or the Enforceability Qualifications; (t) at the Closing Time, all necessary corporate action will have been taken by bankruptcythe Corporation to validly issue the Special Warrants pursuant to the terms of the Special Warrant Indenture, insolvencyto allot and reserve the Underlying Securities, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generallyvalidly create and issue the Compensation Options, and to allot and reserve the securities underlying the Compensation Options, which upon issuance in accordance with the terms of such securities shall be validly issued as fully paid and non-assessable securities in the capital of the Corporation; (u) the authorized capital of the Corporation consists only of an unlimited number of Common Shares, and as at the close of business on the Business Day immediately preceding the date hereof, 7,200,000 Common Shares were issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation. There is sufficient authorized capital for the issuance of all Common Shares issuable on conversion of all Securities contemplated hereby and all outstanding convertible securities of the Corporation; (v) other than the executionloan agreements and promissory notes disclosed in the Data Room, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation none of the Corporation or the Bylaws Subsidiary has made any loans to or guaranteed the obligations of any person; (w) each of the Corporation and the Subsidiary is in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages and none of the Corporation or the Subsidiary has or is engaged in any unfair labour practice; (Bx) conflict withother than as disclosed to the Agent in writing or in the Data Room, none of the directors, officers or constitute a default (or an event which with notice or lapse employees of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which the Subsidiary or any property associate or asset affiliate of any of the foregoing had or has any interest, direct or indirect, in any transaction or any proposed transaction with the Corporation or the Subsidiary; (y) there have not been and there are not currently any labour disruption or conflict, or material disagreements with any employee or employees of the Corporation is bound or affected, except with respect to clauses (B) the Subsidiary which are adversely affecting or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on could adversely affect the business of the Corporation or the Subsidiary; (z) the minute books and records of each of the Corporation and the Subsidiary made available in the Data Room to counsel for the Agent in connection with its businessdue diligence investigation of the Corporation and the Subsidiary for the periods from each of the Corporation's and the Subsidiary's date of incorporation to the date hereof are all of the minute books and records of the Corporation and the Subsidiary, financial condition or results of operations.resp

Representations and Warranties of the Corporation. 7.1 The Corporation represents and warrants to the Underwriters as at the date hereof and as at the Closing Date and each Over-Allotment Closing Date (if any) as follows and acknowledge that the Underwriters are relying upon the following representations and warranties in entering into this Agreement and purchasing the Underwritten Securities and the Over-Allotment Securities (iif any): (a) it the Corporation has been duly amalgamated and organized and is a valid and subsisting corporation duly incorporated and is existing in good standing under the laws of the State of Delaware, (ii) it Alberta and has all requisite corporate power power, authority and authority capacity to own and lease its properties and to conduct its business as described in the Prospectus, any Supplementary Material, the Disclosure Package and the U.S. Final Prospectus, to enter into and perform this Agreement and to consummate perform its obligations hereunder; (b) the transactions contemplated hereby Corporation has no material subsidiaries other than the Material Subsidiaries, and each of the Material Subsidiaries has been duly incorporated, formed and organized, as applicable, and is a valid and subsisting corporation, general partnership, co-partnership or limited partnership under the laws of its jurisdiction of incorporation or formation, as applicable, and has all requisite power, authority and capacity to carry on its business and to issue the Class A Common Stock in accordance with the terms hereofown, lease and operate its properties and assets; (iiic) the execution and delivery of this Agreement by the Corporation and the consummation by it all of the transactions contemplated hereby (including without limitationownership interests in the Material Subsidiaries are, the issuance of the Class A Common Stock) have been duly authorized directly or indirectly, legally and beneficially owned by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition in each case free and clear of shares Class A Common Stock pursuant to the transactions contemplated herebyany liens, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by lawpledges, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” charges, encumbrances, security interests or other form of anti-takeover laws adverse claims whatsoever; (d) the Corporation has duly authorized, executed and regulations” of any jurisdiction that may purport to be applicable to delivered this Agreement or and the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Subscription Receipt Agreement and each such agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation it in accordance with its terms, except as enforcement thereof may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar moratorium and other laws relating to or limiting creditors’ affecting the rights of creditors generally, and except as limited by the application of equitable principles when equitable remedies are sought and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law; (ve) the executionPurchase and Sale Agreement has been duly authorized, delivery executed and performance delivered by the Corporation, in compliance with the laws of this the jurisdiction of its incorporation and with the provisions of its articles and by-laws, and constitutes a legal, valid and binding agreement of the Corporation enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally, and except as limited by the application of equitable principles when equitable remedies are sought and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law; (f) the Subscription Receipt Agreement and the Purchase and Sale Agreement conform in all material respects to the respective statements relating thereto described in the Prospectus, any Supplementary Material, the Disclosure Package and the U.S. Final Prospectus; (g) all authorizations, approvals and consents to be obtained by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict withunder applicable laws, or constitute a default (under any agreements or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to documents by which the Corporation is a partybound, or (C) result in a violation for the execution and delivery of any lawthis Agreement, rulethe Purchase and Sale Agreement and the Subscription Receipt Agreement, regulation, order, judgment or decree applicable and the failure of which to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that obtain would not reasonably be expected to have a material adverse effect impact on the Corporation, have been obtained and are in full force, and each of this Agreement, the Purchase and Sale Agreement, are, and, when executed and delivered the Subscription Receipt Agreement will be, a legal, valid and binding agreement of the Corporation enforceable in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (h) the Corporation has full power and authority to create, authorize, issue and sell the Offered Securities and full power and authority to issue the Underlying Common Shares and to grant the Over-Allotment Option and, at the Closing Date, the Underwritten Securities, and at the applicable Over-Allotment Closing Date, the Over-Allotment Securities will be duly and validly authorized for issuance and will be, upon issuance thereof in accordance with the Subscription Receipt Agreement, duly and validly created and issued pursuant to the provisions of the Subscription Receipt Agreement and will be enforceable in accordance with their terms and the terms of the Subscription Receipt Agreement; (i) the Underlying Common Shares have been duly and validly authorized, allotted and reserved for issuance and, upon issuance in accordance with the terms of the Offered Securities and the Subscription Receipt Agreement, will be duly and validly issued as fully paid and non-assessable Common Shares; (j) the Corporation had or has, as applicable, the necessary corporate power and authority to deliver, execute, and/or file, as applicable, the Final Base Shelf Prospectus, the Canadian Preliminary Prospectus Supplement, the Prospectus Supplement, the Registration Statement, the U.S. Preliminary Prospectus Supplement and the U.S. Final Prospectus, and, if applicable, will have the necessary corporate power and authority to execute, deliver and/or file any Prospectus Amendment and any amendment to the Registration Statement prior to the filing thereof, and all necessary corporate action has been taken by the Corporation to authorize the delivery, execution, and/or filing, as applicable, by it of the Final Base Shelf Prospectus, the Canadian Preliminary Prospectus Supplement, the Prospectus Supplement, the Registration Statement, the U.S. Preliminary Prospectus Supplement and the U.S. Final Prospectus, any Marketing Documents and all ancillary documentation and the filing thereof, as applicable, in each of the Provinces under Canadian Securities Laws or with the SEC under the U.S. Securities Act, as applicable; (k) the attributes and characteristics of the Offered Securities to be issued at the Closing Time and, if applicable, the Over-Allotment Closing Time and the Underlying Common Shares will conform in all material respects to the attributes and characteristics thereof described in the Prospectus, any Supplementary Material, the Disclosure Package and the U.S. Final Prospectus; (l) the Corporation (either directly or through its businesssubsidiaries): (i) holds all material licences, financial condition registrations, qualifications, permits and consents necessary or results appropriate for owning and operating its assets and otherwise carrying on its business as now conducted; and (ii) is conducting its business in all material respects in compliance with all applicable laws, rules and regulations of operations.each jurisdiction in which its business is carried on; (m) the authorized capital of the Corporation consists of: (i) an unlimited number of Common Shares; (ii) a number of Class A Preferred Shares, issuable in series, not to exceed 254,850,850 Class A Preferred Shares; and (iii) an unlimited number of Class B Preferred Shares, each having the rights, privileges, restrictions and conditions set forth in the articles of amendment of the Corporation dated October 2, 2017 and as further amended December 1, 2017, June, 25, 2019, December 16, 2019, January 22, 2021 and January 25, 2021; (n) the issued and outstanding capital of the Corporation at the date of this Agreement consists of not more than 549,369,624 Common Shares, 10,000,000 Series 1 Shares, 6,000,000 Series 3 Shares, 10,000,000 Series 5 Shares, 10,000,000 Series 7 Shares, 9,000,000 Series 9 Shares, 8,000,000 Series 15 Shares, 6,000,000 Series 17 Shares, 8,000,000 Series 19 Shares, 14,971,870 Series 21 Shares, 1,028,130 Series 22 Shares, 10,000,000 Series 25 Shares and 600,000 Series 2021-A Shares, all of which shares are validly issued as fully paid and non-assessable shares; (o) no person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase of any unissued securities of the Corporation, other than as listed below as at the date of this Agreement: (i) not more than 10,828,295 Common Shares issuable pursuant to the exercise of options issued pursuant to the Corporation’s Option Plan; (ii) Common Shares issuable pursuant to the Corporation’s Shareholder Rights Plan; (iii) the Series 2 Shares issuable on conversion of the Series 1 Shares; (iv) the Series 4 Shares issuable on conversion of the Series 3 Shares;

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants and covenants to the Corporation, and acknowledges that the Purchaser is relying on such representations and warranties in agreeing to purchase the Purchased Units, that: (ia) it is a corporation the Corporation has been duly incorporated and is existing in good standing organized and validly subsists under the laws of the State jurisdiction of Delawareits incorporation, (ii) it and has all requisite corporate power and authority, as the case may be, to, and is qualified to, carry on its business as now conducted and to own or lease its properties and assets in all jurisdictions in which it currently carries on business and/or owns or leases its properties and assets and the Corporation has all requisite power and authority to enter into execute and perform this deliver the Subscription Agreement, the Registration Rights Agreement and to consummate perform its obligations hereunder and thereunder; (b) the transactions contemplated hereby Corporation has conducted and is conducting its business in compliance in all material respects, with all applicable laws, statutes, by-laws, rules and regulations of each jurisdiction in which its business is carried on and holds all material licenses, registrations, permits, consents or qualifications required in order to issue enable its business to be carried on as now conducted, and all such licenses, registrations, permits, consents and qualifications are valid and subsisting and in good standing in all respects; (c) the Class A Corporation has not committed an act of bankruptcy or is insolvent, has proposed a compromise or arrangement to its creditors generally, has had a petition for a receiving order in bankruptcy filed against it, has made a voluntary assignment in bankruptcy, has taken any proceedings with respect to a compromise or arrangement, has taken any proceedings to have itself declared bankrupt, wound-up or dissolved, has taken any proceedings to have a receiver appointed to any of its property or has had any execution or distress become enforceable or become levied upon any of its properties; (d) the authorized capital of the Corporation consists of an unlimited number of Common Shares and, as at the date of the hereof the number of shares of Common Stock reflected in accordance with the terms hereofCorporation's most recent SEC filings reflects the number of shares of Common Stock currently issued and outstanding as fully paid and non-assessable; (e) there is not any other instrument or document to which the Corporation is a party or by which it is bound, and which imposes restriction upon, or impediment to, the declaration or payment of dividends by the Corporation; (iiif) the execution and delivery of this Subscription Agreement by the Corporation and the consummation by it Registration Rights Agreement and the performance of the transactions transaction contemplated hereby (including without limitationhereunder and thereunder, the issuance of the Class A Common StockFirst Units at the Closing Time, and compliance by the Corporation with the other provisions of this Subscription Agreement to be complied with by it, will not at the Closing Time: (i) have been duly authorized by all necessary corporate action on the part create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and will not conflict with: (A) any of the Corporationterms, including but not limited conditions or provisions of the articles, by-laws or resolutions of the shareholders, directors or any committee of directors of the Corporation or any indenture, agreement or instrument to all actions necessary to ensure that which the acquisition of shares Class A Common Stock pursuant Corporation is a party or by which it or they are contractually bound; or (B) any statute, rule, regulation, by-law or law applicable to the transactions contemplated herebyCorporation , including, without limitation, Canadian Securities Laws, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Corporation ; or (ii) give rise to any lien, charge or claim in or with respect to the fullest extent properties or assets now owned or hereafter acquired by the Corporation or the acceleration of or the Corporation’s Board maturity of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” debt or other form obligation under any indenture, mortgage, lease, agreement or instrument binding or affecting any of anti-takeover laws them or any of their properties; (g) Each of this Subscription Agreement and regulations” of any jurisdiction that may purport to the Registration Rights Agreement has been or will be applicable to this Agreement upon the execution thereof, duly authorized, executed and delivered by the Corporation and constitutes or the transactions contemplated hereby (collectivelywill constitute when executed, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation it in accordance with its respective terms, except as that: (i) the enforcement thereof may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar insolvency and other laws relating to or limiting affecting the enforcement of creditors’ ' rights generally; (ii) rights of indemnity, contribution and waiver of contribution thereunder may be limited under applicable law; and (viii) equitable remedies, including, without limitation, specific performance and injunctive relief, may be granted only in the execution, delivery and performance discretion of this Agreement by the Corporation and the consummation by the Corporation a court of competent jurisdiction; (h) upon completion of all of the transactions contemplated hereby in this Agreement: (i) the Common Shares and Warrants comprising the First Units, and the Warrant Shares upon exercise of the Warrants, will not have been validly authorized and issued by the Corporation; (Aii) result the Common Shares, and the Warrant Shares upon exercise of the Warrants, will be duly issued as fully paid and non-assessable and none of such securities will have been issued in a violation of or subject to any pre-emptive rights or other contractual rights to purchase securities issued by the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or Corporation; and (Bi) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a partythe legal and beneficial owner of, or (C) result in a violation has good and marketable title to, and possesses all of the assets material to its business free and clear of any law, rule, regulation, order, judgment or decree applicable to encumbrances (other than leased equipment used in the Corporation or by which any property or asset ordinary course of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations).

Representations and Warranties of the Corporation. By execution of this Subscription Agreement, the Corporation hereby agrees with the Subscriber that the Subscriber shall have the benefit of the representations and warranties made by the Corporation below and to the Agent to be set forth in the Agency Agreement. Such representations and warranties shall form an integral part of this Subscription Agreement and shall continue in full force and effect for the benefit of the Subscriber in accordance with the Agency Agreement. The Corporation hereby represents and warrants to the Subscriber (and acknowledges that the Subscriber is relying thereon) that: (ia) it The Corporation is a corporation duly incorporated and is validly existing in good standing under the laws of Delaware. The Corporation is duly qualified to transact its business, except where failure to be so qualified would not have a material adverse effect on the State of DelawareCorporation’s financial condition, prospects, business, operations or property. (iib) it The Corporation has all requisite required corporate power power, authority and authority capacity to enter into and perform carry out the provisions of this Subscription Agreement and to consummate the transactions contemplated hereby and all necessary corporate action has been taken or will have been taken prior to issue the Class A Common Stock in accordance with Closing Time by the terms hereof, (iii) Corporation to duly authorize the execution and delivery of this Subscription Agreement so as to validly create, issue and deliver the securities comprising the Subscribed Units. (c) The Corporation is not in default or in breach of, and execution and delivery of this Subscription Agreement by the Corporation, the performance and compliance with the terms of this Subscription Agreement and the issue and sale of the Subscribed Units will not result in any breach of, or be in conflict with or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default either directly or indirectly under any term or provision of the constating documents, articles or resolutions of the Corporation. (d) The Unit Securities will be validly issued and outstanding (and in respect of the Common Stock comprised therein, as fully paid and non-assessable). Upon the exercise of the Warrants in accordance with the terms set out in the certificates representing the Warrants (including payment of the applicable exercise price), the Warrant Stock will be duly issued as fully paid and non-assessable. (e) This Subscription Agreement has been or will be, at or prior to the Closing Time, duly authorized, executed and delivered by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not will be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, terms (except as enforcement the enforceability thereof may be limited by equitable principles or by (i) bankruptcy, insolvency, reorganization, moratorium, insolvency or similar laws relating to or limiting affecting creditors’ rights generally, and or (vii) general equitable principles). (f) Other than the executionAgent, delivery and performance of this Agreement by there is no Person acting or purporting to act for the Corporation and entitled to any brokerage or finders' fee in connection with the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operationsOffering.

Representations and Warranties of the Corporation. The Corporation represents and warrants that to the Underwriters that: (i) it the Corporation is a corporation duly amalgamated and existing under the laws of Ontario and has all requisite power and authority to carry on its activities as now conducted and as currently proposed to be conducted and to own and lease its properties and assets and to carry out the provisions of this Agreement, the Trust Indenture and the Pledge Agreement, if any; (ii) each of the Material Subsidiaries is incorporated and is existing in good standing under the laws of the State its jurisdiction of Delaware, (ii) it incorporation or organization and each has all requisite corporate power and authority to enter into carry on its activities as now conducted and perform this Agreement as currently proposed to be conducted and to consummate the transactions contemplated hereby own and to issue the Class A Common Stock in accordance with the terms hereof, lease it properties and assets; (iii) the execution and delivery of this Agreement by Agreement, the Corporation Trust Indenture and the consummation by it Pledge Agreement, if any, the grant of the transactions contemplated hereby (including without limitationUnderwriters' Option, the issuance fulfillment of the Class A Common Stock) have been duly authorized terms hereof by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that and the acquisition issue, sale and delivery of shares Class A Common Stock pursuant the Purchased Securities to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions Underwriters as contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid do not and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation breach of, and do not and will not create a state of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict withfacts which, or constitute a default (or an event which with after notice or lapse of time or both would become both, will result in a defaultbreach by the Corporation of: (A) underany statute, rule or give regulation applicable to others the Corporation or any rights of terminationthe Material Subsidiaries including, amendmentwithout limitation, acceleration the Canadian Securities Laws and the by-laws, rules and regulations of the TSX; (B) the Articles or cancellation ofby-laws of any of the Corporation and the Material Subsidiaries or any resolutions of the directors or shareholders thereof which are in effect at the date hereof, (C) any agreementmortgage, indenture note, indenture, agreement or other instrument to which the Corporation or any Material Subsidiary is a party, party or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to by which the Corporation or by which any Material Subsidiary is bound; (D) any judgment, decree or order binding upon the Corporation or any of the Material Subsidiaries or the property or asset assets of the Corporation is bound or affectedany of the Material Subsidiaries, except with respect to clauses (B) where such conflict or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that breach would not reasonably be expected to have a material adverse effect on the Corporation or such Material Subsidiary, as the case may be and will not give rise to any lien, charge or encumbrance of any kind whatsoever, in or with respect to the properties or assets now owned or acquired at or prior to the Closing Time by the Corporation or any of its businesssubsidiaries or the acceleration of or the maturity of any debt under any material indenture, financial condition mortgage, lease, agreement or results instrument binding or affecting any of operations.them or any of their properties, in any case, other than those which terminate on the Closing Date or in respect of which waivers or consents have been received or will be received prior to the Closing Time or those which would not result in a material adverse change to the Corporation;

Representations and Warranties of the Corporation. The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing and in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” regulations of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate certificate of Incorporation incorporation of the Corporation or the Bylaws bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) based on the representations to be made by each Company Unitholder pursuant to the written election in the form of Exhibit A attached hereto in connection with Exchanges made pursuant to the terms of the Agreement, result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses clause (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, violations that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. The Corporation represents hereby represents, warrants and warrants covenants to the Investor that as of the Closing Date, the following is true and correct: (ia) it The Corporation is duly organized and validly existing as a corporation duly incorporated and is existing in good standing under the laws of the State of Delaware, (ii) it has all requisite Florida with full corporate power and authority to enter into own, lease and perform this Agreement operate its properties and to consummate conduct its business as presently conducted, and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the transactions contemplated hereby nature of its properties or the conduct of its business requires such registration or qualification, except where the failure to so register or qualify will not have a material adverse effect on the financial condition, business, properties, net worth, results of operations or prospects of the Corporation (a “Material Adverse Effect”). (b) All the outstanding shares of capital stock of the Corporation have been duly authorized and to issue the Class A Common Stock validly issued, fully paid and non-assessable and are free of any preemptive or similar rights. (c) The Corporation is (i) in accordance with the terms hereofnot in violation of (A) its articles of incorporation or bylaws, (iiiB) any law, statute, ordinance, rules or regulations of any governmental authority applicable to the Corporation the violation of which has had or would have a Material Adverse Effect. (d) The execution and delivery of this Agreement and the performance by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) its obligations under this Agreement have been duly and validly authorized by all necessary corporate action on the part Corporation, and have been duly executed and delivered by the Corporation. This Agreement constitutes a valid and legally binding agreement of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement to the extent enforceability may be limited by equitable principles or by (i) the application of bankruptcy, insolvencyreceivership, conservatorship, reorganization, moratorium, or insolvency and similar laws relating to or limiting affecting creditors’ rights generallygenerally and (ii) equitable principles being applied at the discretion of a court before which any proceeding may be brought (the “Bankruptcy and Equity Exception”), and to limitations on the rights to indemnity and contribution hereunder that exist by virtue of public policy under federal and state securities laws. (ve) Neither the redemption of the Series B Preferred Stock or the issuance of the Series C Preferred Stock by the Corporation contemplated hereby or the execution, delivery and or performance of this Agreement by (i) requires any consent, approval, authorization or other order of or registration or filing with, any governmental authority in the Corporation and United States (ii) conflicts with, or will conflict with, or constitutes, or will constitute, a breach of, or a default under, the consummation by the Corporation articles of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation incorporation or bylaws of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument contract to which the Corporation is a partyparty or by which any of its properties may be subject or bound, or (Ciii) result in a violation of violates any law, rule, regulation, order, judgment or decree law applicable to the Corporation or by which any of its properties, or (iv) results in a breach of, default, event of default or results in the creation or imposition of any lien upon any property or asset assets of the Corporation is bound or affectedrequires the consent of any other party to, any existing instrument, except with respect to clauses (B) or (C) for any such conflicts, defaultsbreaches, accelerations, terminations, cancellations defaults or violationsliens, that would not reasonably be expected to have will not, individually or in the aggregate, result in a material adverse effect on the Corporation or its business, financial condition or results of operationsMaterial Adverse Effect.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants that (i) it to the Subscriber that: the Corporation is a valid and subsisting corporation duly incorporated and is existing in good standing under the laws of the State of Delawarejurisdiction in which it is incorporated; this Subscription Agreement, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement upon acceptance by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitationCorporation, the issuance of the Class A Common Stock) will have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes will constitute a legal, valid and binding obligation of the Corporation Corporation, enforceable against the Corporation in accordance with its terms; this Subscription Agreement has been duly executed and delivered by, except as enforcement may be limited by equitable principles or by and constitutes a legal, valid and binding obligation of, the Corporation, enforceable against the Corporation in accordance with its terms subject only to any limitation under applicable laws relating to (i) bankruptcy, winding-up, insolvency, reorganization, moratorium, or arrangement and other similar laws relating to or limiting of general application affecting the enforcement of creditors’ rights generally, and (vii) the discretion that a court may exercise in interpreting enforceability of a provision or in the granting of extraordinary remedies such as specific performance and injunction; the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of this Subscription Agreement will not result in any violation of any law; at the Closing Date, every consent, approval, authorization or order that is required for the transactions herein contemplated hereby to occur at the Closing Date will not (A) result have been obtained and will be in a violation effect; the Subscriber’s Securities will, at the time of issue, be duly allotted, reserved, validly issued, fully paid and non-assessable; the authorized capital of the Certificate Corporation consists of Incorporation an unlimited number of Common Shares of which, 15,000,000 Common Shares are issued and outstanding as at September 26, 2017, and upon the conversion of certain SAFE instruments of the Corporation (the “SAFEs”) and the exercise of certain options pursuant to the SAFEs and the closing of the offering pursuant to this Subscription Agreement 20,585,589 Common Shares will be issued and outstanding, and of which no preferred shares are issued and outstanding; each of the Corporation and Coinsquare Ltd. (“Coinsquare”) has the power and authority to own, lease and operate its properties and assets (including licenses and other similar rights) and to conduct its business and is registered to transact business and is in good standing under the laws of all jurisdictions in which its business is carried on or in which it owns or leases properties; the Corporation has no direct or indirect material subsidiaries or any material investment or proposed material investment in any person other than Coinsquare, the Corporation’s wholly-owned subsidiary. The Corporation beneficially owns, directly or indirectly, all of the issued and outstanding shares, or other equity interests in, the capital of Coinsquare, and all of such shares or other equity interests have been duly and validly authorized and issued, are fully paid and non-assessable, and are owned directly or indirectly by the Corporation free and clear of any Lien; at the Closing Date, other than provided for in the Corporation’s shareholders’ agreement dated February 1, 2017 (the “Shareholders’ Agreement”), no person, firm or corporation has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Corporation or Coinsquare of any unissued shares of the Corporation or Coinsquare, except for (i) 812,690 stock options of the Bylaws Corporation, each exercisable to acquire one common share of the Corporation; (ii) 1,125,278 common shares of the Corporation to be issued upon the completion of this offering, pursuant to certain SAFE agreements issued by the Corporation on or about March 15, 2017 and May 17, 2017; (iii) 912,408 common share purchase warrants to be issued pursuant to the completion of this offering; and (iv) certain common share purchase warrants to be issued to Wildlaw Capital Markets Inc. other than the Permitted Indebtedness (as defined in the Shareholders’ Agreement) and certain short term loans (the “Operational Loans”) used in the operati on of the business, the principal and interest accrued in respect thereof are repaid to the shareholder within fifteen (15) days of the end of the month in which the Operational Loans are advanced to the Corporation from time to time, neither the Corporation nor Coinsquare has outstanding any debentures, notes, mortgages or other indebtedness, other than customary trade payables; other than the Permitted Indebtedness, the Operational Loans and certain existing arrangements between shareholder owned corporations, as previously disclosed to the Subscriber, the there are no business relationships, related-party transactions or off-balance sheet transactions involving the Corporation or Coinsquare, or any other person; all material agreements of the Corporation and Coinsquare have been made available to the Subscribers in the Corporation’s data room, and all material agreements are valid, binding and enforceable obligations of the Corporation or Coinsquare, as applicable, and are in good standing; and (Bi) conflict with, no event of default or constitute a default (or an event which with after the giving of notice or the lapse of time or both would become a constitute an event of default, has occurred and is outstanding under any material agreement; (ii) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation has no knowledge of any lawdefault by the other parties to each material agreement; and (iii) neither of the Corporation nor Coinsquare has waived any material rights under any material agreement; there is no requirement to obtain a consent, ruleapproval or waiver of a party under any material agreement in respect of any of the transactions contemplated by this Agreement, regulationother than such consents, order, judgment or decree applicable to approvals and waivers as have been obtained by the Corporation or by which any property or asset Coinsquare as at the date hereof; the form and terms of the certificates representing the common shares of the Corporation have been duly approved by the Corporation and comply with the provisions of the articles and by-laws of the Corporation and the requirements of the Business Corporations Act (Ontario); there is bound no litigation, arbitration or affectedgovernmental or other proceeding, except with respect suit or investigation at law or in equity before any court or arbitrator or before or by any federal, provincial, state, municipal or other governmental or public department, commission, board, agency or body, domestic or foreign, in progress, pending or, to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Knowledge of the Corporation or Coinsquare, threatened against, or involving the assets, properties or business of, the Corporation or Coinsquare which is material or which would adversely affect the consummation of the transactions contemplated by this Agreement in any material respect or the performance by the Corporation or Coinsquare of its businessobligations hereunder; each of the Corporation and Coinsquare has security measures and safeguards in place to protect Personally Identifiable Information that it may collect from customers and other parties from illegal or unauthorized access or use by its personnel or third parties or access or use by its personnel or third parties in a manner that violates the privacy rights of third parties. Each of the Corporation and Coinsquare has complied in all material respects with all applicable privacy and consumer protection laws and neither has collected, financial condition received, stored, disclosed, transferred, used, misused or results permitted unauthorized access to any information protected by privacy laws, whether collected directly or from third parties, in an unlawful manner. Each of operations.the Corporation and Coinsquare has taken all reasonable steps to protect Personally Identifiable Information against loss or theft and against unauthorized access, copying, use, modification, disclosure or other misuse; there are no bonuses, distributions or salary payments which will be payable, outside the ordinary course of business by the Corporation, to any officer, director, employee or consultant of the Corporation or Coinsquare after the Closing Date relating to their employment with, or services rendered to, the Corporation or Coinsquare prior to the Closing Date;

Representations and Warranties of the Corporation. The Corporation represents and warrants that to the Auction Agent that: (ia) it the Corporation is a corporation duly incorporated organized and is existing business Corporation in good standing under the laws of the State of Delaware, (ii) it its incorporation and has full corporate power or all requisite corporate power to execute and authority to enter into and perform this deliver the Agreement and to consummate the transactions contemplated hereby authorize, create and to issue the Class A Common Stock Preferred Shares, and the Preferred Shares when issued, will be duly authorized, validly issued, fully paid and nonassessable; (b) the Agreement has been duly and validly authorized, executed and delivered by the Corporation and constitutes the legal, valid and binding obligation of the Corporation; (c) the form of the certificate evidencing the Preferred Shares complies or will comply with all applicable laws of the State of its incorporation; (d) when issued, the Preferred Shares will have been duly registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in accordance connection with the terms hereof, execution and delivery of this Agreement or will have been required in connection with the issuance of Preferred Shares; (iiie) the execution and delivery of this Agreement by the Corporation and the consummation by it issuance and delivery of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but Preferred Shares do not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) conflict with, violate or result in a violation of breach of, the Certificate of Incorporation of the Corporation terms, conditions or the Bylaws of the Corporation or (B) conflict withprovisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, the Articles of Amendment and Restatement (as amended) or give to others any rights the By-Laws of termination, amendment, acceleration or cancellation ofthe Corporation, any agreementlaw or regulation, indenture any order or instrument decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Corporation is a partyparty or by which it is bound the effect of which conflict, violation, default or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable breach would be material to the Corporation or by which any property the Corporation and its subsidiaries taken as a whole; and (f) no taxes are payable upon or asset in respect of the Corporation is bound execution of this Agreement or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results issuance of operationsthe Preferred Shares.

Representations and Warranties of the Corporation. The Corporation represents and warrants to the Investor and acknowledges that the Investor is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement: (ia) it The Corporation is a corporation duly incorporated and is existing in good standing under the laws of the State of DelawareNevada, and has the requisite corporate power and authority to conduct its business as it is currently being conducted. (iib) it The Corporation has all the requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue by the Class A Common Stock in accordance with the terms hereof, Transaction Documents. (iiic) the The execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) Transaction Documents have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that and no further consent or action is required by the acquisition Corporation, its Board of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent Directors or its stockholders. (d) Each of the Corporation’s Board of Directors’ power Transaction Documents constitutes, or will when duly authorized, executed and authority and to delivered by all parties thereto other than the extent permitted by lawCorporation constitute, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation Corporation, enforceable against the Corporation in accordance with its termsthe terms thereof, except as that (i) the enforcement thereof may be limited by equitable principles or by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws relating to affecting the rights of creditors generally, (ii) equitable remedies, including, without limitation, specific performance and injunction, may be granted only in the discretion of a court of competent jurisdiction, (iii) rights of indemnity, contribution and the waiver of contribution provided for herein, and any provisions exculpating a party from a liability or limiting creditors’ rights generallyduty otherwise owed by it, may be limited under applicable law, and (iv) the enforceability of provisions in any Transaction Document which purport to sever any provision which is prohibited or unenforceable under applicable law without affecting the enforceability or validity of the remainder of such Transaction Document would be determined only in the discretion of the court. (e) The authorized capital of the Corporation consists of 100,000,000 shares of common stock, par value $0.001 per share, of which there were 28,273,600 shares issued and outstanding as of the date of this Agreement, and 5,000,000 shares of preferred stock, par value $0.001 per share, of which no shares have been issued as of the date of this Agreement. The outstanding shares of common stock have been issued for the following consideration: (i) 500,000 shares at a price of $0.001 per share; (ii) 4,500,000 shares at a price of $0.01 per share; (iii) 12,000,000 shares in consideration of the acquisition of all of the issued capital of Mobilemail Limited (iv) 900,000 shares at a price of $0.05 per share (v) 320,000 shares at a price of $0.05 per share and (vi) 10,000,000 shares on the executiontransfer of certain intellectual property assets; (f) There are no agreements or other obligations (contingent or otherwise) which may require the Company to repurchase or otherwise acquire any shares of its capital stock. (g) the Investor hereby consents, delivery no person, firm or corporation has any agreement or option or right or privilege (whether preemptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of any unissued shares, securities or warrants of the Corporation. (h) The issuance of the Convertible Note and performance the issuance of this Agreement the Shares and Warrants upon conversion of the Convertible Notes and the issuance of the Warrant Shares upon the exercise of the Warrants have each been duly authorized. The Shares have been authorized and validly reserved for issuance, and when issued upon conversion of the Convertible Notes in accordance with the terms thereof, will be validly issued, fully paid and non-assessable shares of the Corporation’s common stock. The Warrant Shares have been authorized and validly reserved for issuance, and when issued upon exercise of the Warrant in accordance with the terms thereof (and upon payment of the exercise price therefor), will be validly issued, fully paid and non-assessable shares of the Corporation’s common stock. The stockholders of the Company have no preemptive or similar rights to purchase shares of Common Stock from the Company. (i) The issue and sale of the Securities by the Corporation does not and the consummation by the Corporation of the transactions contemplated hereby will not (A) conflict with, and does not and will not result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation breach of, any agreement, indenture of the terms of its incorporating documents or any agreement or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. (a) The Corporation represents and warrants to the Agents and to the Purchasers, and acknowledges that each of them is relying upon such representations and warranties in entering into this Agreement and purchasing the Subscription Receipts, that: (i) it each of the Corporation and its Subsidiaries is a corporation an entity duly incorporated organized and is validly existing in good standing under the laws of the State of Delaware, (ii) it its governing jurisdiction and has all requisite corporate power and authority and is duly qualified and holds all Permits, licenses and authorizations required to carry on its business as now conducted and proposed to be conducted, to own, lease or operate its properties and assets and to carry out its obligations under the Material Agreements to which it is a party, and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution, liquidation or winding up; (ii) the Corporation has no direct or indirect subsidiary or any investment or proposed investment in any person that is material to the business of the Corporation, other than the Material Subsidiaries; (iii) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which (prior to the completion of the Offering) 57,108,446 Common Shares are issued and outstanding as fully paid and non-assessable shares of the Corporation. Other than the Convertible Debentures, 2019 Compensation Options, 2,245,000 stock options of the Corporation and 1,607,448 restricted share units, there are no outstanding rights, warrants, options, convertible debt or any other securities or rights capable of being converted into, or exchanged or exercised for, any shares or securities of the Corporation; (iv) the Corporation has all requisite corporate power, authority and capacity to enter into and perform each of this Agreement, the Warrant Indenture, the Subscription Agreements, the Transaction Agreement, the Subscription Receipt Agreement and the Compensation Option Certificates and to consummate perform the transactions contemplated hereby herein and therein, including to issue the Class A Common Stock Subscription Receipts and the Compensation Options and, subject to receipt of the approval of Corporation’s shareholders for the Business Combination, to issue the Underlying Shares and the Underlying Warrants, and the Compensation Shares and Compensation Warrant Shares issuable upon conversion of the Subscription Receipts and exercise of the Compensation Options, as applicable and in accordance with the respective provisions thereof; (v) each of the Corporation and its Subsidiaries has conducted and is conducting its business in compliance in all material respects with all applicable Laws of each jurisdiction in which it carries on business or holds assets (including all applicable federal, state, municipal and local Laws, regulations and other lawful requirements of any governmental or regulatory body, including all Governmental Authorities), holds all permits, licenses, certificates, consents and like authorizations necessary for it to carry on its business in each jurisdiction where such business is carried on that are material to the conduct its business (collectively, the “Permits”) under all such Laws and is in compliance in all material respects with all terms of such Permits, all such Permits are valid and in good standing, and each of the Corporation and its Subsidiaries has not received a notice of non-compliance, and does not know of, any facts that would be reasonably likely to give rise to a notice of non-compliance with any such Laws, in each case, except as would not reasonably be expected to result in a Material Adverse Effect in respect of the Corporation; (vi) other than the Leased Premises and any Intellectual Property that the Corporation or any of the Subsidiaries licensed from third parties, the Corporation and its Subsidiaries are the absolute legal and beneficial owners of, and have good and marketable title to, all of the material properties and assets of the Corporation and its Subsidiaries, and no other property or assets are necessary for the conduct of the business of the Corporation and its Subsidiaries as currently conducted. Any and all of the agreements and other documents and instruments pursuant to which the Corporation and each of its Subsidiaries holds any material property and assets thereof (including any interest in, or right to earn an interest in, any Intellectual Property) are valid and subsisting agreements, documents and instruments in full force and effect, enforceable in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by thereof against the Corporation and each of its Subsidiaries, as applicable, and to the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part knowledge of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated herebyother party or parties thereto, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, the terms thereof except as enforcement thereof may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws moratorium and other Laws relating to or limiting creditors’ affecting the rights generallyof creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable Law, and all material leases, licenses and other agreements pursuant to which the Corporation or any of its Subsidiaries derive the interests in such property are in good standing. Neither the Corporation nor any of its Subsidiaries know of any claim or the basis for any claim that would reasonably be expected to materially and adversely affect the right of the Corporation or any of its Subsidiaries to use, transfer or otherwise exploit its assets, none of the material properties (vor any interest in, or right to earn an interest in, any property) of the executionCorporation or any of its Subsidiaries is subject to any right of first refusal or purchase or acquisition right, delivery and neither Corporation nor any of its Subsidiaries has any responsibility or obligation to pay any material commission, royalty, licence fee or similar payment to any person with respect to the material property and assets thereof other than in the ordinary course of business; (vii) there are no suits, actions, investigations, or litigation or arbitration proceedings or governmental proceedings in progress, pending or, to the knowledge of the Corporation, contemplated or threatened, to which the Corporation or any of its Subsidiaries is a party or to which the property (including any Permits) of the Corporation is subject, except where such suit, action, investigation or litigation or arbitration proceeding or governmental proceeding would not, individually or in the aggregate, have a Material Adverse Effect in respect of the Corporation. There is not presently outstanding against the Corporation or any of its Subsidiaries any material judgment, injunction, decree, rule or order of any court, governmental department, including Governmental Authority, commission, agency or arbitrator; (viii) neither the Corporation nor or any of its Subsidiaries is in violation of its constating documents (including the Shareholder Agreement) or in default in any material respect in the performance or observance of this any obligation, agreement, covenant or condition contained in any Material Agreement; (ix) all of the Material Agreements are valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof in all material respects, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable Law. Each of the Corporation and its Subsidiaries has performed in all material respects all obligations (including payment obligations) in a timely manner under, and is in material compliance with all terms, conditions and covenants contained in each Material Agreement and, to the knowledge of the Corporation, no other party is in material breach, violation or default of any Material Agreement. To the knowledge of the Corporation, there exists no threatened termination, cancellation or limitation of, or any material adverse modification or material change in, the business relationship of the Issuer, with any supplier or customer, or any group of suppliers or customers whose business with or whose purchases or inventories/components provided to the business of each of the Corporation and its Subsidiaries is individually or in the aggregate material to the assets, business, properties, operations or financial condition of the Corporation; (x) at each Closing Time, all Permits and filings as may be required to be made or obtained by the Corporation under applicable Laws necessary for the execution and delivery of this Agreement, the Warrant Indenture, the Subscription Receipt Agreement, the Subscription Agreements, the Compensation Option Certificates and the creation, issuance and sale, as applicable, of the Subscription Receipts and the Compensation Options and the consummation of the Offering, will have been made or obtained, as applicable, (other than the filing of post-Closing reports and other documents required under Canadian Securities Laws, which documents shall be filed as soon as practicable after each Closing Date and, in any event, within the deadline imposed by Canadian Securities Laws); (xi) the Subscription Receipts, the Underlying Shares, the Underlying Warrants, the Warrant Shares, the Compensation Options, the Compensation Shares, the Compensation Warrants and the Compensation Warrant Shares will not be subject to a statutory hold period under Canadian Securities Laws which extends beyond four months and one day after the day the Corporation becomes a reporting issuer in a jurisdiction of Canada in accordance with and subject to the conditions set out in NI 45-102; (xii) the Corporation has provided to the Agents copies of (including all material correspondence relating to) all material licenses and Permits held by it and any renewals thereof as of the date hereof. Each of the Corporation and its Subsidiaries has all material Permits necessary for the conduct of its business as presently conducted, and as its business will be conducted immediately following the Transactions substantially as described in the Corporate Presentation; (xiii) each of the execution and delivery of this Agreement, the Warrant Indenture, the Transaction Agreement, the Subscription Receipt Agreement, the Subscription Agreements and the Compensation Option Certificates, the performance by the Corporation of its obligations hereunder or thereunder, the issue and sale of the Subscription Receipts and Compensation Options, the issuance of the Underlying Shares and Underlying Warrants on conversion of the Subscription Receipts, the issuance of the Warrant Shares on valid exercise of the Underlying Warrants, the issuance of the Compensation Shares and the Compensation Warrants on valid exercise of the Compensation Options and the issuance of the Compensation Warrant Shares on valid exercise of the Compensation Warrants and the consummation of the transactions contemplated hereby in this Agreement, do not and will not (A) conflict with or result in a breach or violation of the Certificate of Incorporation any of the Corporation terms or the Bylaws of the Corporation or (B) conflict withprovisions of, or constitute a default under, (or an event which with whether after notice or lapse of time or both would become a defaultboth): (A) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree Law applicable to the Corporation or by which any property of its Subsidiaries; (B) the constating documents, by-laws or asset resolutions of the Corporation is bound or affectedany of its Subsidiaries, except with respect to clauses (B) or including the Shareholder Agreement which are in effect at the date hereof; (C) for any conflictsMaterial Agreement, defaultsmortgage, accelerationsnote, terminationsindenture, cancellations contract, agreement, instrument, lease or violations, that would not reasonably be expected other document to have a material adverse effect on which the Corporation or any of its business, financial condition Subsidiaries is a party or results of operations.by which it is bound; and

Representations and Warranties of the Corporation. The Corporation represents and warrants to the LLC Unitholders that (i) it is a corporation duly incorporated and is existing in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereofExchange Shares, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common StockExchange Shares) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, (v) the Exchange Shares will, upon issuance, be validly issued, fully paid and non-assessable, and (vvi) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. a) The Corporation represents and warrants that (i) it to the Subscriber as of the date hereof as set forth below: i. The Corporation is a corporation duly incorporated organized, validly existing and is existing in good standing under the laws of the State of DelawareNevada, (ii) it and has all requisite corporate power and authority to enter into own, lease and perform operate its properties and assets and to carry on its business as presently being conducted. The Corporation is qualified or licensed to do business and is in good standing in every jurisdiction in which the failure to so qualify, be licensed or be in good standing, individually or in the aggregate, could have a material adverse effect on the Corporation. ii. The Corporation has all requisite power and authority to execute and deliver this Agreement and any and all instruments necessary or appropriate in order to consummate effectuate fully the terms and conditions of this Agreement, and the transactions contemplated hereby hereby. This Agreement has been duly authorized by all necessary action (corporate or otherwise) on the part of the Corporation and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement has been duly executed and delivered by the Corporation and constitutes the consummation by it valid and legally binding obligation of the transactions contemplated hereby (including without limitationCorporation, the issuance enforceable in accordance with its terms and conditions, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. iii. The authorization, issuance, sale and delivery of the Class A Common Stock) Shares have been duly authorized by all necessary corporate requisite action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board board of Directors’ power directors. The Shares will be validly issued and authority outstanding, fully paid and nonassessable, with no personal liability attaching to the extent permitted by lawownership thereof, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws free and regulations” clear of any jurisdiction that may purport to be applicable to this Liens whatsoever and with no restrictions on the voting rights thereof and other incidents of record and beneficial ownership pertaining thereto, in each case, created by the Corporation, other than as contemplated by the Shareholders’ Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (Charter. iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the . The execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will shall not (Aa) result in a violation of the Certificate of Incorporation of violate any Law applicable to the Corporation or the Bylaws any of the Corporation its assets or (Bb) conflict with, or result in any breach of, any of the terms, conditions or provisions of, or constitute a default (or an event which with due notice or lapse of time or both would become a default) undertime, or both) a default or give rise to others any rights right of termination, amendmentcancellation or acceleration, acceleration or cancellation ofresult in the creation of any Lien (x) upon any of the Corporation’s assets or (y) under any provision of (i) the Charter or the Corporation’s Bylaws, (ii) any agreement, indenture permit or instrument (iii) any other Contract to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation party or by which any property its assets are or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably may be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operationsbound.

Representations and Warranties of the Corporation. The Corporation represents and warrants as follows to the Subscriber at the date of this Agreement and at the Time of Closing and acknowledges and confirms that the Subscriber is relying upon such representations and warranties in connection with the offer, sale and issuance of the Securities to the Subscriber: (ia) it is a corporation duly The Corporation and its wholly-owned subsidiaries are incorporated or organized and is existing in good standing under the laws of their respective jurisdictions in which they are existing as of the State of Delawaredate hereof; (b) The execution, (ii) it has all requisite corporate power delivery and authority to enter into and perform this Agreement and to consummate performance by the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery Corporation of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent ; (c) Each of the Corporation’s Board of Directors’ power Documents has been duly executed and authority delivered by the Corporation and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation agreement of the Corporation enforceable against the Corporation it in accordance with its terms, except as provided that enforcement thereof may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction; (vd) The Corporation has complied with all Applicable Securities Laws in connection with the executionoffer, delivery sale and performance issuance of the Securities; (e) All material information concerning the Corporation filed by or on behalf of the Corporation under its profile on SEDAR+ (including, without limitation, annual reports, annual information forms, quarterly reports, annual and interim financial information, proxy statement and information circulars, current reports and material change reports, technical reports, press releases and all other documents filed by or on behalf of the Corporation under the Corporation’s profile on SEDAR+) (the “Public Record”): (i) is true, correct and complete in all material respects; (ii) does not exclude any information that has been filed on a confidential basis and which remains confidential as at the date hereof; and (iii) does not contain any misrepresentations (as such term is defined under Applicable Securities Laws in British Columbia), as at the respective dates on which such information was prepared. The Corporation is not in possession of any undisclosed material information regarding the Corporation, its assets or the Securities, which it would be required to disclose under Applicable Securities Laws; (f) The Corporation is the holder of the royalty and stream interests (the “Royalty and Stream Interests”) disclosed in the Public Record, and each of the agreements under which the Corporation has acquired the Royalty and Stream Interests (the “Royalty and Stream Interest Agreements”) is valid, subsisting, in good standing and in full force and effect, in accordance with the terms thereof. The Corporation has performed all material obligations in a timely manner under, and is in material compliance with, all terms, conditions and covenants contained in the Royalty and Stream Interest Agreements, and has not received any notification from any party claiming that the Corporation is in breach, violation or default of any material term, condition or covenant contained in the Royalty and Stream Interest Agreements and, to the knowledge of the Corporation, no other party to the Royalty and Stream Interest Agreements is in breach, violation or default of any material term, condition or covenant contained therein, except, in each instance with respect to each representation and warranty provided in this Agreement by paragraph (f), as would not be expected to result in a material adverse effect on the business of the Corporation and its subsidiaries, taken as a whole, or as otherwise disclosed in the consummation by Public Record. (g) To the Corporation knowledge of the transactions contemplated hereby will not (A) result Corporation, including based on its due diligence review in a violation connection with entering into the Royalty and Stream Interest Agreements and in respect of the Certificate of Incorporation of the Corporation Royalty and Stream Interests, there is no material fact or the Bylaws of the Corporation or (B) conflict withcircumstance, or constitute a default (any suit, action or an event which with notice proceeding pending or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable threatened relating to the Corporation Royalty and Stream Interests or by which any property relating to the mineral properties or asset of assets underlying the Corporation is bound Royalty and Steam Interests that, individually or affectedin the aggregate, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not could reasonably be expected to have a material adverse effect on the Corporation and its subsidiaries, taken as a whole. (h) To the knowledge of the Corporation, there is no agreement, option or any other right or obligation binding upon, or which at any time in the future may become binding upon, the Corporation requiring it to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Royalty and Stream Interests, other than pursuant to its existing senior credit facility. (i) To the knowledge of the Corporation, in respect of the mineral properties or assets underlying its Royalty and Stream Interests: (i) all exploration, development and other actions and operations in respect of the mineral properties or assets underlying the Royalty and Stream Interests have been conducted in compliance with all applicable laws in all material respects and there have been no material claims of, complaints of, notices of, or prosecutions for an offence alleging, non-compliance with any applicable laws in respect of the mineral properties or assets underlying the Royalty and Stream Interests; (ii) no part of the mineral properties or assets underlying the Royalty and Stream Interests have been taken, revoked, condemned or expropriated by any Regulator nor has any written notice or proceeding in respect thereof been given, commenced or threatened or is pending, nor does the Corporation have any knowledge of the intent or proposal to give any such notice or commence any such proceeding; and (iii) there are no actions, proceedings, inquiries, disruptions, protests, blockades or initiatives by non-governmental organizations or activist groups that are ongoing or threatened which could reasonably be expected to materially and adversely affect the ability to explore, develop or otherwise operate the mineral properties or assets underlying the Royalty and Stream Interests. (j) The Corporation is in material compliance with the provisions of NI 43-101, has filed all technical reports required thereby and, to the extent required by NI 43-101, there is a current technical report in respect of each mineral property in respect of which the Corporation holds material Royalty and Stream Interests. The scientific and technical information set forth in the documents disclosed in the Public Record has been reviewed and verified by a “qualified person” as required under NI 43-101. (k) The financial statements of the Corporation included in the Public Record present fairly in all material respects the financial condition, results of operations and cash flows of the Corporation and its wholly-owned subsidiaries on a consolidated basis as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of Applicable Securities Laws and have been prepared in conformity with Canadian generally accepted accounting principles or international financial reporting standards, as the case may be, in each case applied on a consistent basis throughout the periods involved; and (l) No action, suit or proceeding by or before any Regulator or any arbitrator, involving the Corporation or any of its wholly-owned subsidiaries, its property or property of its wholly-owned subsidiaries is pending or, to the knowledge of the Corporation, threatened that could reasonably be expected to result in any material adverse change in the assets, properties, operations, business, liabilities (actual or contingent) or condition (financial condition or results otherwise) of operationsthe Corporation and its wholly-owned subsidiaries, taken as a whole.

Representations and Warranties of the Corporation. 5.1. The Corporation represents and warrants that and covenants to the Subscriber that, as at the date of this Agreement and at the Closing Time that: (ia) it the Corporation is a valid and subsisting corporation duly incorporated and is existing in good standing under the laws of the State of Delawarejurisdiction in which it is incorporated, continued or amalgamated; (iib) it the Corporation has complied, or will comply, with all requisite applicable corporate power and authority to enter into securities laws and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock regulations in accordance connection with the terms hereofoffer, (iii) the execution sale and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common StockPurchased Securities; (c) have this Agreement when accepted has been duly authorized by all necessary corporate action on the part of the Corporation and, subject to acceptance by the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation legally binding upon it and enforceable against the Corporation in accordance with its terms, ; (d) except as enforcement may qualified by the disclosure in all prospectuses, forms, reports, documents and information required to be limited filed by equitable principles it, whether pursuant to Applicable Securities Laws or otherwise, with the Exchange (or one of its predecessors) or the Regulatory Authorities (the “Disclosure Record”), the Corporation is the beneficial owner of the properties, business and assets or the interests in the properties, business or assets referred to in the Disclosure Record, all agreements by bankruptcywhich the Corporation holds an interest in a property, insolvency, reorganization, moratorium, business or similar laws relating assets are in good standing according to or limiting creditors’ rights generallytheir terms, and the properties are in good standing under the applicable laws of the jurisdictions in which they are situated; (ve) the executionfinancial statements comprised in the Disclosure Record accurately reflect the financial position of the Corporation as at the date thereof, delivery and performance no adverse material changes in the financial position of this Agreement the Corporation have taken place since the date of the Corporation’s last financial statements except as filed in the Disclosure Record; (f) the creation, issuance and sale of the Purchased Securities by the Corporation does not and the consummation by the Corporation of the transactions contemplated hereby will not (A) conflict with, and does not and will not result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation breach of, any agreementof the terms, indenture conditions or provisions of its constating documents or any material agreement or instrument to which the Corporation is a party; (g) the Purchased Securities will, at the time of issue, be duly allotted, validly issued, fully paid and non-assessable; (h) the Corporation is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the best of the Corporation’s knowledge no such actions, suits or proceedings have been threatened as at the date hereof, except as disclosed in the Disclosure Record; (Ci) result as of the date hereof, no order ceasing or suspending trading in a violation the securities of any law, rule, regulation, order, judgment or decree applicable the Corporation nor prohibiting sale of such securities that has been issued to the Corporation or by which its directors, officers or promoters is currently outstanding and to the best of the Corporation’s knowledge no investigations or proceedings for such purposes are pending or threatened; and (j) except as set out in the Disclosure Record or herein, no person has any property right, agreement or asset option, present or future, contingent or absolute, or any right capable of becoming an agreement or option for the issue or allotment of any unissued common shares of the Corporation is bound or affected, except with respect to clauses (B) any other security convertible or (C) exchangeable for any conflicts, defaults, accelerations, terminations, cancellations such shares or violations, that would not reasonably be expected to have a material adverse effect on require the Corporation to purchase, redeem or its business, financial condition otherwise acquire any of the issued or results outstanding shares of operationsthe Corporation.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants that (i) it is a corporation duly incorporated to the Corporation on the date hereof and is existing in good standing under the laws as of the State of Delaware, Closing: (iia) it The Corporation has all requisite full corporate power and authority to enter into and perform this Agreement and the other Transaction Documents to which the Corporation is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the thereby. The execution and delivery by the Corporation of this Agreement and any other Transaction Document to which the Corporation is a party, the performance by the Corporation of its obligations hereunder and thereunder, and the consummation by it the Corporation of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) and thereby have been duly authorized by all necessary requisite corporate action on the part of the Corporation, including but . The performance by the Corporation of its obligations under this Agreement and any other Transaction Documents to which the Corporation is a party do not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall will not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” result in a material conflict with or other form of anti-takeover laws and regulations” material violation of any jurisdiction that may purport applicable law or any provision of any material agreement or instrument to be applicable to this which Purchaser is a party or by which the Corporation is bound. (b) This Agreement or and the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a Transaction Documents are the legal, valid and binding obligation of the Corporation Corporation, enforceable against the Corporation in accordance with its terms, except as enforcement such enforceability may be limited by equitable principles or by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or other similar laws relating to or limiting affecting the enforcement of creditors’ rights generallygenerally and by general equitable principles. (c) The Corporation (i) is the sole beneficial and record owner of the Shares holding good and valid title thereto and has full power, legal capacity and corporate authority to transfer and sell the Shares to Purchaser, (ii) possesses all right, title and interest in and to the Shares, free and clear of all Encumbrances, and (viii) there are no options, warrants, agreements, rights or other commitments of, or granted by, the executionCorporation, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation which entitles or, if exercised, could entitle, any Person to purchase or otherwise acquire any or all of the transactions contemplated hereby will not Shares being sold hereunder. (Ad) result All of the Shares were issued in a material compliance with applicable laws. No Shares were issued in violation of the Certificate of Incorporation of the Corporation any agreement or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument commitment to which the Corporation is a party, party or (C) result is subject to or in a violation of any lawpreemptive or similar right of any individual, rulecorporation, regulationpartnership, orderjoint venture, judgment limited liability company, governmental authority, unincorporated organization, trust, association or decree applicable other entity. (e) The representations and warranties of Forest set forth in Section 3.08 (Financial Statements) of the Preferred Subscription Agreement are true and correct as of the date hereof and as of the Closing. (f) Upon the transfer, assignment and delivery of the Shares and payment therefor in accordance with the terms of this Agreement, Purchaser shall own the Shares, free and clear of all Encumbrances, which such shares shall constitute 20% of the issued and outstanding shares of Common Stock. Immediately following the Closing, the Corporation shall hold 80 shares of Common Stock, which such shares shall constitute the remaining 80% of the issued and outstanding shares of Common Stock. (g) Except for the representations and warranties expressly made by Purchaser and set forth in Section 2.01, the Corporation acknowledges that none of Purchaser or any other Person on behalf of Purchaser makes any other representation or warranty, express or implied, at law or in equity, to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) Purchaser, the transactions contemplated by this Agreement, the Preferred Subscription Agreement or (C) for the Transaction Documents or any conflictsother matter whatsoever, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on and the Corporation (on behalf of itself and its Affiliates and its and their respective representatives) hereby expressly disclaims any other representations or its businesswarranties, financial condition whether implied or results made by Purchaser or any other Person on behalf of operationsPurchaser.

Representations and Warranties of the Corporation. The Corporation hereby acknowledges, represents and warrants that to the Stockholders as follows: (ia) it The Corporation is a corporation duly incorporated organized, validly existing and is existing in good standing under the laws of the State of Delaware, (ii) it has all requisite Delaware with full corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby hereby. The Corporation's authorized capital stock consists of One Thousand Five Hundred (1,500) shares of Common Stock, of which 210.08259 shares are issued and outstanding. True and correct copies of the Certificate of Incorporation and the Restated By-laws of the Corporation are annexed hereto as SCHEDULES B and C, respectively. (b) The Corporation has full power and authority (corporate or otherwise) to issue execute, deliver and perform this Agreement, and the Class A Common Stock execution, delivery and performance of this Agreement will not result in accordance (i) the breach of or default under, with or without the terms hereofgiving of notice or passage of time, or both, its Certificate of Incorporation, By-Laws, any mortgage, indenture, contract, agreement or other arrangement to which it is a party or by which it or its properties may be bound, (ii) the violation of any law, statute, rule, decree, order, judgment or regulation binding upon it, or (iii) (except as contemplated by this Agreement) the execution creation or imposition of any lien or encumbrance on any of its properties or assets. (c) This Agreement and delivery of this Agreement by the Corporation and the consummation by it of the all transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power Corporation and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes constitute a legal, valid and binding obligation of the Corporation enforceable against the Corporation it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance . The Board of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation Directors of the Corporation or the Bylaws of has adopted appropriate resolutions authorizing the Corporation or to enter into this Agreement and undertaking to fulfill all the terms of this Agreement. (Bd) conflict withThe Corporation owns of record the patent applications listed on SCHEDULE D annexed hereto; provided, or constitute a default (or an event which with notice or lapse of time or both would become a default) underhowever, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which that the Corporation is a party, makes no representation or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except warranty with respect to clauses (B) the patentability of any invention claimed on such SCHEDULE D or (C) for the validity or enforceability of any conflicts, defaults, accelerations, terminations, cancellations or violations, patent that would not reasonably may be expected issued to have a material adverse effect on the Corporation or its business, financial condition or results of operationsCorporation.

Representations and Warranties of the Corporation. The Corporation represents and warrants to each of the Underwriters, and acknowledges that the Underwriters are relying upon such representations and warranties in entering into this Agreement and purchasing the Offered Securities, that: (ia) it the Corporation and each of its subsidiaries is a corporation duly incorporated and is organized and validly existing in good standing under the laws of its jurisdiction of incorporation, is duly qualified to carry on its business and is in good standing in each jurisdiction in which the State conduct of Delawareits business or the ownership, (ii) it leasing or operation of its property and assets requires such qualification, except where such failure to qualify would not have a material adverse effect, and has all requisite corporate power and authority to enter into carry on its business, to own, lease and perform this Agreement operate its property and to consummate assets and, in the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part case of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated herebyexecute, to the fullest extent of the Corporation’s Board of Directors’ power deliver and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to perform its obligations under this Agreement or the transactions contemplated hereby Agreement; (collectively, “Takeover Laws”), (ivb) this Agreement constitutes a has been duly authorized, executed and delivered by the Corporation; the Subscription Receipt Agreement will have been duly authorized, executed and delivered by the Corporation at the Offering Closing Date; the Trust Indenture will have been duly authorized, executed and delivered by the Corporation at the Offering Closing Date; and this Agreement, the Subscription Receipt Agreement and the Trust Indenture when so executed shall constitute legal, valid and binding obligation obligations of the Corporation enforceable against the Corporation in accordance with its their terms, except as enforcement subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally, the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction and that rights to indemnity and waiver of contribution may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any applicable law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.;

Representations and Warranties of the Corporation. The Corporation represents and warrants that to the Auction Agent that: (ia) it the Corporation is a corporation duly incorporated organized and is existing business Corporation in good standing under the laws of the State of Delaware, (ii) it its incorporation and has full corporate power or all requisite corporate power to execute and authority to enter into and perform this deliver the Agreement and to consummate the transactions contemplated hereby authorize, create and to issue the Class A Common Stock Preferred Shares, and the Preferred Shares when issued, will be duly authorized, validly issued, fully paid and nonassessable; (b) the Agreement has been duly and validly authorized, executed and delivered by the Corporation and constitutes the legal, valid and binding obligation of the Corporation; (c) the form of the certificate evidencing the Preferred Shares complies or will comply with all applicable laws of the State of its incorporation; (d) when issued, the Preferred Shares will have been duly registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in accordance connection with the terms hereof, execution and delivery of this Agreement or will have been required in connection with the issuance of Preferred Shares; (iiie) the execution and delivery of this Agreement by the Corporation and the consummation by it issuance and delivery of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but Preferred Shares do not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) conflict with, violate or result in a violation of breach of, the Certificate of Incorporation of the Corporation terms, conditions or the Bylaws of the Corporation or (B) conflict withprovisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, the Articles of Amendment and Restatement (as amended) or give to others any rights the By- Laws of termination, amendment, acceleration or cancellation ofthe Corporation, any agreementlaw or regulation, indenture any order or instrument decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Corporation is a partyparty or by which it is bound the effect of which conflict, violation, default or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable breach would be material to the Corporation or by which any property the Corporation and its subsidiaries taken as a whole; and (f) no taxes are payable upon or asset in respect of the Corporation is bound execution of this Agreement or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results issuance of operationsthe Preferred Shares.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Agent and acknowledges that (i) it the Agent is a corporation relying thereon, that: 6.1 The Corporation has been duly incorporated and organized and is existing valid and subsisting and in good standing under the laws of the State its jurisdiction of Delaware, (ii) it incorporation and has all the requisite corporate power and authority capacity to enter into carry on its business as now conducted. 6.2 The Corporation does not own or have any interest in any asset or property of any kind whatsoever, other than cash or deposits with financial institutions, and, without limiting the generality of the foregoing, the Corporation does not have an Agreement in Principle (as "Agreement in Principle" is defined in the CPC Policy). 6.3 The Corporation has undertaken no business since the date of its incorporation, except as permitted by the CPC Policy. 6.4 The authorized capital of the Corporation consists of the share capital as disclosed in the Prospectus, and perform this Agreement such number of Common Shares is issued and to consummate outstanding as is disclosed in the transactions contemplated hereby Prospectus, and to issue all of the Class A issued and outstanding Common Stock Shares have been duly authorized and issued and are fully paid and non-assessable. No person, firm or corporation has any agreement, option, or right or privilege, whether pre-emptive or contractual, capable of becoming an agreement, including convertible securities, for the purchase, subscription or issuance of any unissued Common Shares or other securities of the Corporation except as disclosed in the Prospectus. 6.5 The financial statements of the Corporation contained in the Prospectus, including the notes thereto, fairly present the financial position and condition of the Corporation, as at the date thereof, reflect all liabilities (absolute, accrued, contingent or otherwise) of the Corporation as at the date thereof, and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis, and there has not been any material change in such position from the terms hereofdate of such financial statements. 6.6 The information and statements contained in the Preliminary Prospectus and the Prospectus (except any such information and statements relating solely to the Agent) constitute full, true and plain disclosure of all material facts relating to the Corporation and the Preliminary Prospectus and the Prospectus fully complies with Securities Legislation, including without limitation the CPC Policy. 6.7 The Preliminary Prospectus and the Prospectus do not contain a Misrepresentation (iiiexcept a Misrepresentation which is based upon information relating solely to the Agent and furnished to the Corporation by the Agent expressly for inclusion in the Preliminary Prospectus and Prospectus). 6.8 Except as disclosed in the Prospectus, there is no action, proceeding or investigation (whether or not purportedly on behalf of the Corporation) pending or, to the knowledge of the Corporation and its directors or officers, threatened against or affecting the Corporation, at law or in equity or before or by any court or federal, provincial, municipal or other government department, board or agency, domestic or foreign, including without limitation the Commissions, the Exchange, or any other securities commission, stock exchange or similar regulatory authority, which in any way materially adversely affects the Corporation, or the condition (financial or other) of the Corporation or which questions the validity of the issuance, as fully paid and non-assessable, of the Offered Shares or any action taken or to be taken by the Corporation pursuant to or in connection with this Agreement. 6.9 The Corporation is not in default or breach of, and the execution and delivery of this Agreement, and all other material contracts (as disclosed in the Prospectus), the performance and compliance with the terms of this Agreement and all other material contracts, and the sale of the Offered Shares by the Corporation does not and the consummation by it will not result in any breach of, or be in conflict with or constitute a default under, or create a state of facts which after notice or lapse of time, or both, would constitute a default under any term or provision of the transactions contemplated hereby (including without limitationconstating documents, the issuance or resolutions of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part directors or shareholders of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated herebyor any mortgage, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by lawnote, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” indenture, contract, agreement (written or oral), instrument, lease or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument document to which the Corporation is a party, or (C) result in a violation of any lawjudgment, rule, regulationdecree, order, judgment statute, rule or decree regulation applicable to the Corporation and any term or by which provision or condition (financial or otherwise) applicable to the Corporation. 6.10 There is no person, firm or corporation acting or purporting to act for the Corporation entitled to any property brokerage or asset finder's fee in connection with this Agreement or any of the Corporation is bound or affectedtransactions contemplated hereunder, except with respect as provided herein and as referred to clauses in the Prospectus. 6.11 To the knowledge of management of the Corporation, none of the directors or officers of the Corporation, any holder of more than 10% of its outstanding Common Shares, any Promoters of the Corporation, or any Associates or Affiliates of any of the foregoing persons or companies (Bas "Promoters", "Associates" or "Affiliates" are defined in the Securities Legislation) has had any material interest, direct or indirect, in any material transaction within the three (C3) for years prior to the date of the Preliminary Prospectus, has any conflictsmaterial interest, defaultsdirect or indirect, accelerationsin any material transaction which, terminationsas the case may be, cancellations materially affects, is material to or violationswill materially affect the Corporation, that would not reasonably be expected to have a material adverse effect on except as stated in the Corporation or its businessProspectus, financial condition or results of operationsin which are fully set forth all relevant particulars required by the Securities Legislation.

Representations and Warranties of the Corporation. The As of ------------ ------------------------------------------------- the date hereof, the Corporation hereby represents and warrants that as follows: (ia) it The Corporation is a corporation duly incorporated organized and is existing in good standing under the laws of the State of DelawareCalifornia, (ii) it has all requisite corporate full legal right, power and authority to enter into and perform this Agreement and to carry out and consummate the all transactions contemplated hereby by this Agreement and to issue the Class A Common Stock in accordance with the terms hereof, (iii) by proper action has duly authorized the execution and delivery of this Agreement. (b) This Agreement has been duly executed and delivered by the Corporation and, assuming due execution and assignment by the consummation by it of Issuer to the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock Trustee pursuant to the transactions contemplated herebyIndenture, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or will constitute the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation agreement of the Corporation enforceable against the Corporation in accordance with its termsterms for the benefit of the Owners of the Bonds and the Bank, except as enforcement such enforceability may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, moratorium or similar other laws or equitable principles relating to or limiting creditors’ ' rights generally. (c) Except as disclosed in the official statement relating to the Bonds (the "Official Statement") or any opinion or written disclosure delivered in connection with this Agreement or the Reimbursement Agreement, the execution and (v) the execution, delivery and performance of this Agreement by the Corporation and Agreement, the consummation by the Corporation of the transactions contemplated hereby herein and the fulfillment of or compliance with the terms and conditions hereof, will not (A) result in conflict with or constitute a violation or breach of or default (with due notice or the Certificate passage of time or both) under the Articles of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict withany applicable law or administrative rule or regulation, or constitute a default (any applicable court or an event which with notice administrative decree or lapse of time or both would become a default) underorder, or give to others any rights indenture, mortgage, deed of terminationtrust, amendment, acceleration or cancellation of, any loan agreement, indenture lease, contract or other agreement or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation party or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its businessproperties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Corporation, which conflict, violation, breach, default, lien, charge or encumbrance would have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Agreement or the financial condition condition, assets or results operations of operationsthe Corporation or its properties. (d) Except as disclosed in the Official Statement or any opinion or written disclosure delivered in connection with this Agreement or the Reimbursement Agreement, no consent or approval of any trustee or holder of any indebtedness of the Corporation and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Agreement or the consummation of any transaction contemplated herein, except such as are required in connection or compliance with the provisions of the securities or "Blue Sky" laws of any jurisdiction, as are required for issuance of the Bonds, as are necessary in the ordinary course of the acquisition, construction and equipping of the Project, and as have been obtained or made and are in full force and effect. (e) Except as described in the Official Statement, there is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state, municipal or other governmental authority pending or, to the knowledge of the Corporation after reasonable investigation, threatened against or affecting the Corporation, the Project or the assets, properties or operations of the Corporation which, if determined adversely to the Corporation, would have a material and adverse effect upon the consummation of the transactions contemplated by or the validity of this Agreement or the Project, or upon the financial condition, assets, properties or operations of the Corporation or the Project, and the Corporation is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Agreement, or the financial conditions, assets or operations of the Project or the Corporation or its properties. All tax returns (federal, state and local) required to be filed by or on behalf of the Corporation have been filed, and all taxes shown thereon to be due, including interest and penalties, except such, if any, as are being actively contested by the Corporation in good faith, have been paid or adequate reserves have been made for the payment thereof. (f) No written information, exhibit or report furnished to the Issuer by the Corporation in connection with the negotiation of this Agreement contains any untrue statement of a material fact.

Representations and Warranties of the Corporation. The Corporation represents and warrants that as follows to the Investor as at the date of this Agreement and at each Closing Time: (ia) it the Corporation is a valid and subsisting corporation duly incorporated and is existing in good standing under the laws of the State Province of DelawareBritish Columbia; (b) the authorized capital of the Corporation consists of an unlimited number of common shares without par value, of which 95,580,210 are issued and outstanding as of July 21, 2016. The aforementioned outstanding common shares of the Corporation are fully paid and non-assessable; (iic) it upon payment of the First Tranche Price and Second Tranche Price therefor and their issuance, the First Tranche Shares and Second Tranche Shares will be duly and validly issued as fully paid and non-assessable; (d) the financial statements of the Corporation filed on SEDAR have all been prepared in compliance with International Financial Reporting Standards accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Corporation as of the date thereof; (e) the Corporation has all requisite corporate power complied and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance will comply fully with the terms hereofmaterial requirements of all applicable corporate and securities laws and administrative policies and directions, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including including, without limitation, the issuance Acts and the Business Corporations Act (British Columbia), in relation to all matters relating to the Investment; (f) the issue and sale of the Class A Common StockSecurities by the Corporation does not and will not conflict with, and does not and will not result in a breach of (i) have any of the terms of the Corporation’s incorporating documents or any agreement or instrument to which the Corporation is a party or by which it is bound or (ii) any applicable laws including, without limitation, any applicable securities laws; (g) there are no judgments against the Corporation or its subsidiaries which are unsatisfied, nor is the Corporation or its subsidiaries subject to any consent decrees or injunctions; (h) each of this Agreement, the CVR, the Notes and the GSA has been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that and the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ Corporation has full corporate power and authority to execute and deliver each of this Agreement, the CVR, the Notes and the GSA and to observe and perform its obligations hereunder and, upon acceptance by the extent permitted by lawCorporation, shall not each of this Agreement, the CVR, the Notes and the GSA will be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement subject to the general qualifications that: (i) enforceability may be limited by equitable principles or by applicable bankruptcy, insolvency, reorganizationwinding-up, arrangement, moratorium, organization or similar other laws relating to or limiting affecting creditors’ rights generally; and (ii) equitable remedies, including the remedies of specific performance and injunctive relief, are available only in the discretion of the court and therefore may not be available in any particular instance; (i) no order ceasing or suspending trading in securities of the Corporation nor prohibiting the sale of such securities has been issued to and is outstanding against the Corporation or its directors, officers or promoters or against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened; (j) except for as provided in Schedule “G” (including warrants and options granted pursuant to the Corporation’s stock option plan), no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for the issue or allotment of any unissued shares in the capital of the Corporation or its subsidiaries, or any other security convertible into or exchangeable for any such shares, or to require the Corporation or its subsidiaries to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital; (k) the Corporation and its subsidiaries, if any, have filed all federal, provincial, local and foreign tax returns which are required to be filed, or have requested extensions thereof, and have paid all taxes required to be paid by them and any other assessment, fine or penalty levied against them, to the extent that any of the foregoing is due and payable, except for such assessments, fines and penalties which are currently being contested in good faith; (l) the Corporation is a reporting issuer not in default under the securities laws of each of British Columbia, Alberta, Ontario and Nova Scotia; (m) the Corporation is duly qualified to carry on business in the Province of British Columbia and in each other jurisdiction, if any, wherein the carrying out of the activities contemplated makes such qualifications necessary; (n) except for as provided in the disclosure in all prospectuses, financial statements, management’s discussion and analyses, information circulars, annual information forms, press releases and material change reports filed with the applicable securities regulators and on SEDAR (the “Disclosure Documents”), the Corporation is not a party to any actions, suits or proceedings which could materially affect its respective business or financial condition, and to the best of the Corporation’s knowledge no such actions, suits or proceedings are contemplated or have been threatened; (o) as of the time the Disclosure Documents were filed with the applicable securities regulators and on SEDAR (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Disclosure Documents complied in all material respects with the requirements of the applicable securities laws; and (ii) none of the Disclosure Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (p) all of the representations and warranties made by the Corporation in the CVR and the Notes are true and correct in all material respects; (q) the Investor has not been provided with any information that constitutes a “material fact” or “material change” (as those terms are defined in Applicable Securities Laws) in the affairs of the Corporation by the Corporation or any of its representatives that has not been generally disclosed to the public; (r) there are (a) no Liens (whether created by contract, operation of law or as a result of any court order or similar order or decree issued by any governmental authority whether pursuant to insolvency proceedings or otherwise) on the Claim Proceeding Rights and (b) with respect to any Collateral other than the Claim Proceeding Rights, there are no Liens (whether created by contract, operation of law or as a result of any court order or similar order or decree issued by any governmental authority whether pursuant to insolvency proceedings or otherwise) other than Permitted Liens; (s) with respect to the Claim Proceedings: (i) it is the sole legal and beneficial owner of, and has good title to, the Claim Proceedings, free and clear of any adverse liens or claims from third parties; (ii) other than pursuant to the Investment it has not disposed of, transferred, encumbered or assigned all or any portion of such Claim Proceedings (or any interest therein) or any proceeds thereof, whether by way of security or otherwise (including any set off or agreement to set off any amounts related to the Claim Proceedings); (iii) it has not taken any steps or executed any documents, nor is it aware of any asserted or unasserted claim, lien or judgment against it, which could reasonably be expected, either individually or in the aggregate, to have a material impact on the Claim Proceedings, and it is not aware of anyone else doing or purporting to do so; (iv) it has not received any notice, and is not otherwise aware, that the Claim Proceedings or any portion thereof is invalid or void; it has disclosed to the Investor all documentation and other information (in any and all media) that the Investor has requested and which is in its possession or control relevant to the Claim Proceedings (including the enforcement and collection of any related settlement, award or judgment); (v) there is no information in the knowledge, possession, or control of the Corporation or any of its representatives that is or is likely to be material to the Investor’s assessment of the Claim Proceedings that has not been disclosed to the Investor; and the Corporation believes (and does not have, and has not been informed by any of its representatives of, any belief to the contrary), based on the information available to it at this time, that the Claim Proceedings are meritorious and likely to prevail; and (vi) it has full power and authority to bring the Claim Proceedings and has obtained all necessary corporate and other authorizations to do so; (t) neither the Corporation nor any director, officer, employee, affiliate, agent or other person associated with or duly acting on behalf of the Corporation or its affiliates is, or is directly or indirectly owned or controlled by, a person that is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Departments of State or Commerce and including, without limitation, the designation as a "specially designated national" or "blocked person"), the United Nations Security Council, the European Union, Her Majesty's Treasury or any other relevant sanctions authority (collectively, "Sanctions"), nor is the Company located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan and Syria (each, a "Sanctioned Country"); no action of the Corporation in connection with (i) the execution, delivery and performance of this Agreement by Agreement, the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation Notes or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.CVR,

Representations and Warranties of the Corporation. The Corporation represents and warrants that that: (ia) it It is a duly organized and existing corporation duly incorporated and is existing in good standing under the laws of the State of DelawareDelaware and is duly qualified as a foreign corporation to transact business and is in good standing under the laws of the State. The Corporation is not in violation of any provision of its Certificate of Incorporation, as amended, or its By-laws. (iib) it It has all requisite the corporate power and authority to enter into this Loan Agreement and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, its agreements hereunder. (iiic) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been It has duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Loan Agreement. (d) Neither the execution or delivery of this Loan Agreement by the Corporation and or the consummation by the Corporation of the transactions contemplated hereby herein, nor the fulfillment of or compliance with the terms hereof will not (A) conflict with or result in a violation breach of any of the Certificate of Incorporation of the Corporation terms or the Bylaws of the Corporation or (B) conflict withprovisions of, or constitute a material default (or an event which with notice or lapse of time or both would become a default) under, the Corporation's Certificate of Incorporation, its By-laws, or give to others any rights material indenture, mortgage, deed of termination, amendment, acceleration trust or cancellation of, any agreement, indenture other agreement or instrument to which the Corporation is now a partyparty or by which it is bound. (e) The Corporation has complete and lawful authority to acquire and to operate the Project and has received all governmental permits necessary therefor, required as of this date, and will obtain, if and when required, all necessary governmental and administrative approvals and permits required in the future in connection with the construction and operation of the Project. (i) Ninety percent or more of the proceeds of the Notes (after deducting amounts used to pay expenses of issuing such Notes) have been used to pay those items of the Cost of the Project, or portions thereof, which constitute costs of acquisition or improvement of land or costs of acquisition, construction, reconstruction or improvement of property of a character subject to the allowance for depreciation within the meaning of Section 103(b)(6)(A) of the Code and the Tax Regulations and (Cii) result ninety percent or more of the proceeds of the Bonds (after deducting amounts used to pay expenses of issuing such Bonds) will be used to pay or provide for the payment of the principal of and premium, if any, and interest on the Notes. (g) As of the date of issuance of the Bonds, the sum of (i) the face amount of all bonds issued under Section 103(b)(6) of the Code, other than the Bonds and the Notes, theretofore issued and presently outstanding with respect to facilities located in a violation the City, or with respect to facilities integrated with or continguous to such facilities, the principal user of any law, rule, regulation, order, judgment which is or decree applicable to will be the Corporation or by which any property one or asset more related persons (as defined in Section 103(b)(6)(C) of the Code), (ii) the aggregate amount of "capital expenditures" (within the meaning of Section 103(b)(6)(D) of the Code) with regard to such facilities paid or incurred during the period beginning three years before the date of the issuance of the Notes (and financed otherwise than out of the proceeds of the Bonds described in clauses (i) and (iii) of this paragraph (g)), and (iii) the aggregate authorized face amount of the Bonds, is less than $10,000,000. (h) It presently intends to operate the Project, or cause the Project to be operated, as a warehousing and manufacturing facility, or as otherwise permitted by the Act through the expiration of the term of this Loan Agreement. (i) The Project is of the type authorized and permitted by the Act and the estimated Cost of the Project determined in accordance with generally accepted accounting principles exceeds $9,500,000. Subsequent to issuance of the Bonds and the application of the proceeds thereof pursuant to the provisions of the Trust Indenture, the Corporation shall have sufficient funds available to deposit with the Notes Trustee the amounts required to pay the outstanding principal of and premium, if any, and interest on the Notes. (j) The Project will be located at all times during the time the loan hereunder is bound outstanding within the Issuer's corporate boundaries as in existence on the date hereof and the Project has been acquired and constructed by the Corporation as an industrial development facility in accordance with the provisions of the Act. (k) All necessary authorizations, approvals, consents and other orders of any governmental authority or affectedagency for the execution and delivery by the Corporation of this Loan Agreement have been obtained and are in full force and effect. (1) Construction of the Project began after February 1980, except the date on which official action was taken by the Issuer with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results issuance of operationsthe Notes.

Representations and Warranties of the Corporation. The Corporation represents and warrants to the Investor, and acknowledges that the Investor is relying on such representations and warranties in completing the transactions contemplated by this Agreement, that: (ia) it the Corporation is a corporation duly incorporated organized, validly existing and is existing in good standing under the laws of the State its jurisdiction of Delaware, (ii) it organization and has all requisite corporate power and authority to enter into execute and perform deliver this Agreement; (b) this Agreement has been duly executed and to consummate delivered by the transactions contemplated hereby Corporation; (c) this Agreement constitutes the valid and to issue binding agreement of the Class A Common Stock Corporation, enforceable against the Corporation in accordance with the terms hereofits terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors' rights generally and general equitable principles (iiiwhether considered in a proceeding in equity or at law), in each case now or hereafter in effect; and (d) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby its obligations hereunder do not and will not (A) conflict with, result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict withbreach of, or constitute a default or require any consent (or an event which with notice or lapse of time or both would become a defaultother than such as has already been obtained) to be obtained under, or give rise to others any termination rights or payment obligation under, any provision of: (i) any judgment, decree, order or award of termination, amendment, acceleration any governmental authority having jurisdiction over it; (ii) any applicable law; (iii) any provision of its constating documents or cancellation of, resolutions of its Board (or any committee thereof) or shareholders; or (iv) any license or registration or any agreement, indenture contract or instrument to commitment, written or oral which the Corporation is a party, party or (C) result in a violation of any law, rule, regulation, order, judgment subject to or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operationsby.

Representations and Warranties of the Corporation. The Corporation represents and warrants that to the Auction Agent that: (ia) it the Corporation is a corporation duly incorporated organized and is existing business Corporation in good standing under the laws of the State of Delaware, (ii) it its incorporation and has full corporate power or all requisite corporate power to execute and authority to enter into and perform this deliver the Agreement and to consummate the transactions contemplated hereby authorize, create and to issue the Class A Common Stock in accordance with Preferred Shares, and the terms hereofPreferred Shares when issued, will be duly authorized, validly issued, fully paid and nonassessable; (iiib) the execution Agreement has been duly and delivery of this Agreement validly authorized, executed and delivered by the Corporation and constitutes the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against Corporation; (c) the Corporation in accordance form of the certificate evidencing the Preferred Shares complies or will comply with all applicable laws of the State of its termsincorporation; (d) when issued, except the Preferred Shares will have been duly registered under the Securities Act of 1933, as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generallyamended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the Agreement or will have been required in connection with the issuance of Preferred Shares; (ve) the execution, execution and delivery and performance of this the Agreement by the Corporation and the consummation by the Corporation issuance and delivery of the transactions contemplated hereby Preferred Shares do not and will not (A) conflict with, violate or result in a violation of breach of, the Certificate of Incorporation of the Corporation terms, conditions or the Bylaws of the Corporation or (B) conflict withprovisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, the Articles of Incorporation (as amended by the Articles Supplementary) or give to others any rights the By-Laws of termination, amendment, acceleration or cancellation ofthe Corporation, any agreementlaw or regulation, indenture any order or instrument decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Corporation is a partyparty or by which it is bound the effect of which conflict, violation, default or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable breach would be material to the Corporation or by which any property the Corporation and its subsidiaries taken as a whole; and (f) no taxes are payable upon or asset in respect of the Corporation is bound execution of the Agreement or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results issuance of operationsthe Preferred Shares.

Representations and Warranties of the Corporation. The Corporation represents and warrants that (1) Except as disclosed in (i) it is a corporation duly incorporated and is existing in good standing under the laws of the State of Delaware, Corporation Disclosure Letter or (ii) it has other than with respect to Sections 1 [Corporate Existence and Power], 2 [Corporate Authorization], 3 [Execution and Binding Obligation], 4 [Governmental Authorization], 5 [Non-Contravention], 6 [Capitalization], 8 [Shareholders’ and Similar Agreements], 9 [Canadian Securities Laws Matters], 10 [U.S. Securities Laws Matters] and 11 [Financial Statements] of Schedule C, the Corporation’s Public Disclosure Record (excluding from the Corporation’s Public Disclosure Record all requisite corporate power risk factor disclosures, disclosures about market risk, or other cautionary, predictive or forward-looking disclosures contained therein that do not relate to specific historical events or circumstances affecting the Corporation), the Corporation hereby makes the representations and authority warranties to enter the Purchaser as set forth on Schedule C hereto, as of the date of this Agreement, and acknowledges and agrees that the Purchaser is relying upon such representations and warranties in connection with the entering into and perform of this Agreement and to consummate the transactions contemplated hereby consummation of the Arrangement. (2) Except for the representations and to issue warranties set forth in this Agreement including the Class A Common Stock related disclosures in the Corporation Disclosure Letter, neither the Corporation nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Corporation. (3) The representations and warranties of the Corporation contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with the terms hereof, its terms. (iii4) Contemporaneously with the execution and delivery of this Agreement by Agreement, the Corporation is delivering to the Purchaser the Corporation Disclosure Letter required to be delivered pursuant to this Agreement, which sets out the disclosures, exceptions and the consummation exclusions contemplated or permitted by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporationthis Agreement, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant certain exceptions and exclusions to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power representations and authority warranties and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation covenants of the Corporation enforceable against the Corporation contained in accordance with its termsthis Agreement. If a matter is said to be set out, except as enforcement may be limited by equitable principles disclosed, listed, described or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result reflected in a violation of the Certificate of Incorporation particular section of the Corporation or Disclosure Letter, it is deemed to have been sufficiently disclosed to the Bylaws Parties if (i) such matter is described in that particular section of the Corporation or Disclosure Letter, (Bii) conflict withthere is, or constitute in that particular section, a default (or an event which with notice or lapse specific cross-reference to another section of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a partyDisclosure Letter, or (Ciii) result such matter is disclosed in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset another section of the Corporation Disclosure Letter, provided that the relevance of such matter to items that are the subject of the representation or warranty in this Agreement corresponding to that particular section is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect apparent on the Corporation or its business, financial condition or results face of operationssuch disclosure.

Representations and Warranties of the Corporation. 7.1 Each certificate required to be provided in accordance with the terms of this Agreement, signed by the designated officers of the Corporation acting on behalf of the Corporation (namely any of the President and Chief Executive Officer of the Corporation or the Chief Financial Officer of the Corporation, hereinafter collectively referred to as the “Designated Signatories”) and delivered to the Agent or the Agent’s counsel, will constitute a representation and warranty by the Corporation to the Agent that the facts and statements therein are true and correct and contain no misrepresentations. 7.2 The Corporation represents and warrants to the Agent and acknowledges that the Agent is relying upon the following representations and warranties in entering into this Agreement: 7.2.1 The Corporation is, and will be at the Closing Time, a reporting issuer or the equivalent, eligible to file a short form prospectus under NI 44-101 and not in default of any requirement under the Securities Laws. In particular, without limiting the foregoing, no material change relating to the Corporation has occurred (iexcept the offering contemplated hereby to the extent it constitutes a material change) it with respect to which the requisite material change report has not been publicly filed. 7.2.2 The Corporation is a valid and subsisting corporation duly incorporated incorporated, established, continued or amalgamated and is existing in good standing under the laws of its jurisdiction of incorporation, establishment, continuation or amalgamation and has all requisite corporate power and authority to carry on its business as now conducted or proposed to be conducted and to own or lease and operate the State of Delaware, (ii) it property and assets thereof and the Corporation has all requisite corporate power and authority to enter into into, execute and perform deliver this Agreement and to consummate the transactions contemplated hereby Warrant Indenture and to issue carry out its obligations thereunder. 7.2.3 The Corporation is authorized to issue, among other things, an unlimited number of Common Shares, of which, as at the Class A close of business on November 4, 2014, 170,522,574 Common Stock Shares were issued and outstanding as fully paid shares. 7.2.4 As of June 30, 2014, the Corporation has no direct or indirect subsidiaries nor any equity or joint venture interest nor any investment or proposed investment in accordance any Person which, as of the date hereof, accounted for, or which is expected to account for more than 5% of the assets or revenues of the Corporation or would otherwise be material to the business and affairs of the Corporation. 7.2.5 The Common Shares are listed on the Exchange and the Corporation is not in default in any of the continued listing requirements of the Exchange applicable to the Common Shares. 7.2.6 The Corporation is a reporting issuer or the equivalent in the Qualifying Jurisdictions and is not included in any list of issuers in default maintained by the Securities Authorities. 7.2.7 All information and statements (except information and statements furnished by or relating solely to the Agent) contained in the Prospectus and any Prospectus Amendment, as of the applicable filing date, (i) do and will constitute full, true and plain disclosure of all material facts relating to the Corporation and the Units, as the case may be, and (ii) do not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or which is necessary to make any statements or information contained therein not misleading in light of the circumstances in which they were made; with respect to purchasers of Units resident in the Province of Québec, such documents do not and will not contain any misrepresentation within the meaning of the Securities Act (Québec) and the regulations respecting securities adopted pursuant thereto likely to affect the value or the market price of the Units; except where adequate relief has been obtained or will be obtained from the competent regulatory authorities, the Prospectus and any Prospectus Amendment will as of their respective dates, comply fully with the terms hereofrequirements of the Securities Laws including NI 44-101 and NI 44-102; and the delivery or deliveries of such documents shall constitute the consent of the Corporation to the Agent and the other investment dealers and brokers (which are part of any banking, selling or other group formed by the Agent) to the use of the Prospectus and any Prospectus Amendment in connection with the distribution of the Units, in compliance with the provisions of this Agreement. 7.2.8 The Base Shelf Prospectus has been filed with each of the Securities Authorities, and receipts therefore have been issued or deemed to be issued by or on behalf of each of the Securities Authorities, which receipts continue to be effective, and no securities commission or other regulatory authority has issued any order preventing or suspending the use of the Prospectus or instituted proceedings for that purpose. 7.2.9 Assuming that the resale of Units does not constitute a distribution by a control person, the Units to be issued at the Closing Time will not be subject to any statutory hold period under Securities Laws of the Qualifying Jurisdictions, no prospectus or other document will be required to be filed, any proceeding taken or any approval, permit, consent or authorization obtained by the holders of such securities under such Securities Laws in connection with the resale of same in the Qualifying Jurisdictions through registered dealers or brokers. 7.2.10 Except as disclosed in the Prospectus, no Person has any agreement, option, right or privilege (iiiwhether pre-emptive, contractual or otherwise) capable of becoming an agreement for the purchase, acquisition, subscription for or issue of any of the unissued shares or other securities of the Corporation, except that, as at the close of business on November 4, 2014, an aggregate of 30,393,250 Common Shares were reserved for issuance pursuant to outstanding options, warrants, share incentive plans, convertible, exercisable and exchangeable securities and other rights to acquire Common Shares. 7.2.11 Except as disclosed in the Prospectus, the issuance of the Units will not be subject to any pre-emptive right or other contractual right to purchase securities granted by the Corporation or to which the Corporation is subject. 7.2.12 The Shares comprised in the Units have been duly authorized for issuance and will, when issued against payment in full of the purchase price thereof, be duly and validly issued as fully-paid and non-assessable Common Shares. 7.2.13 The Warrants will be validly created, authorized and issued, the Warrant Shares will be validly allotted and reserved for issuance, and upon the valid exercise of the Warrants, against payment of the full consideration therefor set forth herein, the Warrant Shares will be validly issued as fully-paid and non-assessable Common Shares and shall have the attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Warrant Indenture, as applicable. 7.2.14 Except as disclosed in the Prospectus, the Corporation is not a party to, or is not in discussion to enter into, any material transaction or any proposed material transaction (other than transactions entered into in the ordinary course of business) which, as the case may be, materially affects, is material to or will materially affect the Corporation. 7.2.15 If the Common Shares, the Warrants and the Warrant Shares are not delivered in an uncertificated form, the form of the certificates representing the Common Shares, the Warrants and the Warrant Shares have been duly approved by the Corporation and comply with the provisions of the laws of its jurisdiction of incorporation, Securities Laws and, only with respect to the certificates representing the Offered Shares, comply with the regulations of the Exchange. 7.2.16 The Exchange has or will have prior to the Closing Time conditionally approved the listing of the Common Shares and the Warrant Shares and has or will have conditionally approved for trading of all such shares at the opening of trading on the Closing Date, as the case may be. 7.2.17 Computershare Investor Services Inc. at its principal transfer office in the City of Montréal, Québec, has been duly appointed as registrar and transfer agent of the Corporation in respect of the Common Shares and Computershare Trust Company of Canada will, by no later than the Closing Date, be duly appointed as warrant agent in respect of the Warrants. 7.2.18 None of the offering and sale of the Units, the execution and delivery of this Agreement and the Warrant Indenture, the compliance by the Corporation and with the provisions of this Agreement or the consummation by it of the transactions contemplated hereby herein do or will (including without limitationi) require the consent, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporationapproval, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated herebyor authorization, to the fullest extent of the Corporation’s Board of Directors’ power and order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its termsPerson, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation such as have been obtained, or (B) conflict with, or constitute a default such as may be required under Securities Laws and the policies and rules of the Exchange and will be obtained by the Closing Time on the Closing Date (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such later date as may be permitted under Securities Laws and the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset policies of the Corporation is bound or affectedExchange), except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.or

Representations and Warranties of the Corporation. The Corporation represents and warrants that to the other Parties that: (ia) it is a corporation duly incorporated organized and is existing in good standing under the laws Applicable Laws of the State jurisdiction in which it is incorporated and is duly licensed or qualified to do business and is in good standing in each of Delawarethe jurisdictions in which the failure to be so licensed or qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (b) the authorized capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of Preference Shares; (c) the Corporation has the full power, (ii) it has all requisite corporate power authority and authority capacity to enter into and perform its obligations under this Agreement and to consummate the all transactions contemplated hereby herein, and all corporate and other actions, consents and authorizations required to issue authorize it to enter into and perform its obligations under this Agreement have been properly taken; (d) the Class A Common Stock execution, delivery and performance of its obligations under this Agreement will not conflict with, accelerate the performance required by, result in accordance with any breach or contravention of, constitute a default under or result in the terms hereofcreation of any Encumbrance under or pursuant to the provisions of: (i) the Corporation’s constating documents or any resolutions of its shareholders, directors or members; (ii) any agreement or other instrument to which the Corporation is a party or by which it is bound; or (iii) any Applicable Laws in respect of which the Corporation must comply; and (e) upon its execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitationAgreement, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes will constitute a legal, valid and binding obligation of the Corporation Corporation, enforceable against the Corporation in accordance with its terms, except as enforcement that: (i) enforceability may be limited by an Insolvency Event; (ii) equitable principles or by bankruptcyremedies, insolvencyincluding the remedies of specific performance and injunctive relief, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) are available only in the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation discretion of the transactions contemplated hereby will not applicable court; (Aiii) result in a violation court may stay proceedings before it by virtue of the Certificate of Incorporation of the Corporation equitable or the Bylaws of the Corporation or statutory powers; and (Biv) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably indemnity thereunder may be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operationslimited under Applicable Laws.

Representations and Warranties of the Corporation. The Corporation hereby acknowledges, represents and warrants that to the Stockholders as follows: (ia) it The Corporation is a corporation duly incorporated validly existing and is existing in good standing under the laws of the State of Delaware, (ii) it has all requisite Delaware with full corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby hereby. The Corporation's authorized capital stock consists of 2,500,000 shares of Common Stock, par value $.001 per share of which 1,970,288 shares are issued and outstanding and 500,000 shares of Preferred Stock, par value $.001 per share, of which none are issued and outstanding. True and correct copies of the Certificate of Incorporation and the By-laws of the Corporation are available to issue the Class A Common Stock Other Stockholder upon request. (b) The Corporation has full power and authority (corporate or otherwise) to execute, deliver and perform this Agreement, and the execution, delivery and performance of this Agreement will not result in accordance (i) the breach of or default under, with or without the terms hereofgiving of notice or passage of time, or both, its Certificate of Incorporation, By-Laws, any mortgage, indenture, contract, agreement or other arrangement to which it is a party or by which it or its properties may be bound, (ii) the violation of any law, statute, rule, decree, order, judgment or regulation binding upon it, or (iii) (except as contemplated by this Agreement) the execution creation or imposition of any lien or encumbrance on any of its properties or assets. (c) This Agreement and delivery of this Agreement by the Corporation and the consummation by it of the all transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power Corporation and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes constitute a legal, valid and binding obligation of the Corporation enforceable against the Corporation it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance . The Board of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation Directors of the Corporation or the Bylaws of has adopted appropriate resolutions authorizing the Corporation or to enter into this Agreement and undertaking to fulfill all the terms of this Agreement. (Bd) conflict withThe Corporation owns of record the patent application listed on SCHEDULE B annexed hereto; provided, or constitute a default (or an event which with notice or lapse of time or both would become a default) underhowever, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which that the Corporation is a party, makes no representation or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except warranty with respect to clauses (B) the patentability of any invention claimed on such SCHEDULE D or (C) for the validity or enforceability of any conflicts, defaults, accelerations, terminations, cancellations or violations, patent that would not reasonably may be expected issued to have a material adverse effect on the Corporation or its business, financial condition or results of operationsCorporation.

Representations and Warranties of the Corporation. The Corporation hereby acknowledges, represents and warrants that to the Stockholders as follows: (ia) it The Corporation is a corporation duly incorporated organized, validly existing and is existing in good standing under the laws of the State of Delaware, (ii) it has all requisite Delaware with full corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby hereby. The Corporation's authorized capital stock consists of One Thousand Five Hundred (1,500) shares of Common Stock, of which 202.1147 shares are issued and outstanding. True and correct copies of the Certificate of Incorporation and the Restated By-laws of the Corporation are annexed hereto as SCHEDULES B and C, respectively. (b) The Corporation has full power and authority (corporate or otherwise) to issue execute, deliver and perform this Agreement, and the Class A Common Stock execution, delivery and performance of this Agreement will not result in accordance (i) the breach of or default under, with or without the terms hereofgiving of notice or passage of time, or both, its Certificate of Incorporation, By-Laws, any mortgage, indenture, contract, agreement or other arrangement to which it is a party or by which it or its properties may be bound, (ii) the violation of any law, statute, rule, decree, order, judgment or regulation binding upon it, or (iii) (except as contemplated by this Agreement) the execution creation or imposition of any lien or encumbrance on any of its properties or assets. (c) This Agreement and delivery of this Agreement by the Corporation and the consummation by it of the all transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power Corporation and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes constitute a legal, valid and binding obligation of the Corporation enforceable against the Corporation it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance . The Board of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation Directors of the Corporation or the Bylaws of has adopted appropriate resolutions authorizing the Corporation or to enter into this Agreement and undertaking to fulfill all the terms of this Agreement. (Bd) conflict withThe Corporation owns of record the patent applications listed on SCHEDULE D annexed hereto; provided, or constitute a default (or an event which with notice or lapse of time or both would become a default) underhowever, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which that the Corporation is a party, makes no representation or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except warranty with respect to clauses (B) the patentability of any invention claimed on such SCHEDULE D or (C) for the validity or enforceability of any conflicts, defaults, accelerations, terminations, cancellations or violations, patent that would not reasonably may be expected issued to have a material adverse effect on the Corporation or its business, financial condition or results of operationsCorporation.

Representations and Warranties of the Corporation. The Corporation hereby acknowledges, represents and warrants that to the Stockholders as follows: (ia) it The Corporation is a corporation duly incorporated organized, validly existing and is existing in good standing under the laws of the State of Delaware, (ii) it has all requisite Delaware with full corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby hereby. The Corporation's authorized capital stock consists of One Thousand Five Hundred (1,500) shares of Common Stock, of which 203.9273 shares are issued and outstanding. True and correct copies of the Certificate of Incorporation and the Restated By-laws of the Corporation are annexed hereto as SCHEDULES B and C, respectively. (b) The Corporation has full power and authority (corporate or otherwise) to issue execute, deliver and perform this Agreement, and the Class A Common Stock execution, delivery and performance of this Agreement will not result in accordance (i) the breach of or default under, with or without the terms hereofgiving of notice or passage of time, or both, its Certificate of Incorporation, By-Laws, any mortgage, indenture, contract, agreement or other arrangement to which it is a party or by which it or its properties may be bound, (ii) the violation of any law, statute, rule, decree, order, judgment or regulation binding upon it, or (iii) (except as contemplated by this Agreement) the execution creation or imposition of any lien or encumbrance on any of its properties or assets. (c) This Agreement and delivery of this Agreement by the Corporation and the consummation by it of the all transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power Corporation and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes constitute a legal, valid and binding obligation of the Corporation enforceable against the Corporation it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance . The Board of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation Directors of the Corporation or the Bylaws of has adopted appropriate resolutions authorizing the Corporation or to enter into this Agreement and undertaking to fulfill all the terms of this Agreement. (Bd) conflict withThe Corporation owns of record the patent applications listed on SCHEDULE D annexed hereto; provided, or constitute a default (or an event which with notice or lapse of time or both would become a default) underhowever, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which that the Corporation is a party, makes no representation or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except warranty with respect to clauses (B) the patentability of any invention claimed on such SCHEDULE D or (C) for the validity or enforceability of any conflicts, defaults, accelerations, terminations, cancellations or violations, patent that would not reasonably may be expected issued to have a material adverse effect on the Corporation or its business, financial condition or results of operationsCorporation.

Representations and Warranties of the Corporation. (a) The Corporation represents and warrants that (i) it is a corporation duly incorporated organized, validly existing and is existing in good standing under the laws of the State of Delaware, Delaware and has all requisite corporate power and authority to carry out its obligations under this Warrant. (iib) it The Corporation has all requisite corporate power and authority to enter into this Warrant; and carry out and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with its obligations under the terms hereof, (iii) the execution and delivery of this Agreement Warrant. The execution, delivery and performance by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have this Warrant has been duly authorized by all necessary requisite corporate action on action. The Corporation has duly authorized, executed and delivered this Warrant, and this Warrant constitutes the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation Corporation, enforceable against the Corporation in accordance with its terms, except as enforcement enforceability may be limited by equitable principles or by applicable bankruptcy, insolvency, reorganizationmoratorium and other laws of general application affecting the rights and remedies of creditors generally, moratoriumthe exercise of judicial or administrative discretion in accordance with general equitable principles, or similar laws relating to or limiting creditors’ rights generallypublic policy. All Warrant Stock that may be issued upon the exercise of this Warrant and all securities, if any, issuable upon conversion of the Warrant Stock, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws. (vc) the The execution, delivery and performance of this Agreement Warrant, the issuance, sale and delivery of the Warrant Stock, and compliance with the provisions hereof and thereof by the Corporation do not and will not, with or without the consummation by passage of time or the Corporation giving of notice or both, violate, conflict with or result in any breach of any of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation terms, conditions or the Bylaws of the Corporation or (B) conflict withprovisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to others any rights right of termination, amendmentcancellation or acceleration), acceleration or cancellation ofresult in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation, under: (a) the provisions of any note, bond, mortgage, indenture, loan, license, agreement, indenture lease or other instrument to which or obligation that is binding on the Corporation is a partyor any of its assets, (b) the Certificate of Incorporation or the By-Laws of the Corporation, or (Cc) result in a violation any provision of any law, rulestatute, regulationrule or regulation or any ruling, writ, injunction, order, judgment or decree applicable of any court, administrative agency or other governmental body. The issuance of neither the Warrant nor the Warrant Stock is subject to preemptive or other similar statutory or contractual rights, which have not been duly and effectively waived. (d) No authorization, consent, approval or other order of, declaration to, or filing with, any governmental agency or body is required to be made or obtained by the Corporation for or in connection with the valid and lawful authorization, execution and delivery by the Corporation of this Warrant or for or in connection with the valid and lawful authorization, issuance, sale and delivery of the Warrant Stock. (e) Subject to the accuracy of the representations and warranties of the original holder of this Warrant set forth herein, the provisions of Section 5 of the Act are inapplicable to the offering, issuance, sale and delivery of this Warrant, and no consent, approval, qualification or registration or filing under any state securities laws is required in connection therewith, except such exemptive filings which are not required to be made until after the issuance hereof. (f) The Corporation is acquiring the Warrants or Warrant Stock for its own account, for investment and not for, with a view to, or in connection with, any distribution or public offering thereof within the meaning of the Act. (g) The Corporation understands that the Warrants and Warrant Stock have not been, and will not be, registered under the Act or any state securities law, by reason of their issuance in a transaction exempt from the registration requirements of the Act and such laws, that the Warrants and Warrant Stock must be held indefinitely unless they are subsequently registered under the Act and such laws or a subsequent disposition thereof is exempt from registration, that the Warrants and Warrant Stock shall bear a legend to such effect, and that appropriate transfer instructions may be issued. The Corporation further understands that such exemption depends upon, among other things, the bona fide nature of the Corporation’s investment intent expressed herein. (h) The Corporation has not been formed for the specific purpose of acquiring the Warrants or the Warrant Stock. The Corporation understands the term “accredited investor” as used in Regulation D promulgated under the Act and represents and warrants to the Corporation that the Corporation is an “accredited investor” for purposes of acquiring the Warrants or Warrant Stock being acquired by which any property or asset it hereunder. (i) The Corporation has sufficient knowledge and experience in business and financial matters and with respect to investment in securities of privately held companies so as to enable it to analyze and evaluate the merits and risks of the investment contemplated hereby and is capable of protecting its interest in connection with this transaction. The Corporation is able to bear the economic risk of such investment, including a complete loss of the investment. (j) The Corporation acknowledges that the Corporation and its representatives have had the opportunity to ask questions and receive answers from officers and representatives of the Corporation concerning the transactions contemplated by this Warrant, and to obtain any additional information which the Corporation possesses or can acquire that is bound necessary to verify the accuracy of the information regarding the Corporation herein set forth or affectedotherwise desired in connection with its purchase of the Warrants or Warrant Stock being acquired by it hereunder; provided, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violationshowever, that would not reasonably be expected to no investigation made heretofore or hereafter by or on behalf of such Corporation shall have a material adverse any effect on the representations and warranties of the Corporation or its businesshereunder, financial condition or results each of operationswhich will survive any such investigation. (k) The Corporation understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to Corporation) promulgated by the Securities and Exchange Commission under the Act depends upon the satisfaction of various conditions and that such exemption is not currently available.

Representations and Warranties of the Corporation. The Corporation represents and warrants to the LLC Unitholders that (i) it is a corporation duly incorporated and is existing in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereofExchange Shares, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common StockExchange Shares) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, (v) the Exchange Shares will, upon issuance, be validly issued, fully paid and non-assessable, and (vvi) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Amended and Restated Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

Representations and Warranties of the Corporation. The Corporation hereby acknowledges, represents and warrants that to the Stockholders as follows: (ia) it The Corporation is a corporation duly incorporated organized, validly existing and is existing in good standing under the laws of the State of Delaware, (ii) it has all requisite Delaware with full corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby hereby. The Corporation's authorized capital stock consists of One Thousand Five Hundred (1,500) shares of Common Stock, of which 209.02524 shares are issued and outstanding. True and correct copies of the Certificate of Incorporation and the Restated By-laws of the Corporation are annexed hereto as SCHEDULES B and C, respectively. (b) The Corporation has full power and authority (corporate or otherwise) to issue execute, deliver and perform this Agreement, and the Class A Common Stock execution, delivery and performance of this Agreement will not result in accordance (i) the breach of or default under, with or without the terms hereofgiving of notice or passage of time, or both, its Certificate of Incorporation, By-Laws, any mortgage, indenture, contract, agreement or other arrangement to which it is a party or by which it or its properties may be bound, (ii) the violation of any law, statute, rule, decree, order, judgment or regulation binding upon it, or (iii) (except as contemplated by this Agreement) the execution creation or imposition of any lien or encumbrance on any of its properties or assets. (c) This Agreement and delivery of this Agreement by the Corporation and the consummation by it of the all transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power Corporation and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes constitute a legal, valid and binding obligation of the Corporation enforceable against the Corporation it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance . The Board of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation Directors of the Corporation or the Bylaws of has adopted appropriate resolutions authorizing the Corporation or to enter into this Agreement and undertaking to fulfill all the terms of this Agreement. (Bd) conflict withThe Corporation owns of record the patent applications listed on SCHEDULE D annexed hereto; provided, or constitute a default (or an event which with notice or lapse of time or both would become a default) underhowever, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which that the Corporation is a party, makes no representation or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except warranty with respect to clauses (B) the patentability of any invention claimed on such SCHEDULE D or (C) for the validity or enforceability of any conflicts, defaults, accelerations, terminations, cancellations or violations, patent that would not reasonably may be expected issued to have a material adverse effect on the Corporation or its business, financial condition or results of operationsCorporation.

Representations and Warranties of the Corporation. The Corporation represents and warrants that to, and agrees with, the Agent that: (ia) it each of the Corporation and the Subsidiaries: (A) is a corporation or entity duly incorporated incorporated, formed, continued or amalgamated, as applicable, and is validly existing in good standing under the laws of the State of Delawarejurisdiction in which it was incorporated, formed, continued or amalgamated, as the case may be; (iiB) it has all requisite corporate power and authority and is duly qualified and holds all necessary permits, licences and authorizations necessary or required to carry on its business as now conducted and to own, lease or operate its properties and assets; (C) where required, has been duly qualified as an extra-provincial entity or foreign entity for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases property, or conducts business; and (D) no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up; (b) the Corporation does not have any subsidiaries or interests in other entities other than the Subsidiaries; (c) the Corporation has all requisite corporate, power and authority to enter into and perform this the Agreement and to consummate perform its obligations thereunder, including the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereofexecution, (iii) the execution filing and delivery of this Agreement by the Corporation Prospectus and the consummation by it issue of the transactions Placement Shares as contemplated hereby by this Agreement; (including without limitation, the issuance of the Class A Common Stockd) have been duly authorized all actions required to be taken by all necessary corporate action or on the part behalf of the Corporation, including but not limited the passing of all requisite resolutions of its directors, have occurred so as to duly, punctually and faithfully perform all actions necessary the obligations to ensure that be performed by it under this Agreement; including to validly authorize the acquisition of shares Class A Common Stock pursuant to the transactions contemplated herebyexecution, to the fullest extent filing and delivery of the Corporation’s Board of Directors’ power and authority Prospectus; and to validly authorize and issue the extent permitted Placement Shares as contemplated by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby Agreement; (collectively, “Takeover Laws”), (ive) this Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation Corporation, enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, reorganization or similar laws relating to or limiting affecting creditors’ rights generallygenerally and general principles of equity and subject to the qualifications that equitable remedies may only be granted in the discretion of a court of competent jurisdiction and that rights of indemnity, contribution and waiver of contribution may be limited under applicable Law; (vf) the executionPlacement Shares have been duly and validly authorized and when issued and delivered in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable, will have been issued and sold in the Qualifying Jurisdictions in compliance with all Canadian Securities Laws and other applicable Laws and will not have been issued in violation of or subject to any pre-emptive or similar rights that entitles any person to acquire any securities from the Corporation. The Placement Shares will conform to the descriptions thereof contained in the Prospectus. Except as disclosed in the Prospectus, the Corporation has no outstanding warrants, options to purchase or other securities convertible or exercisable for Shares or any other securities of the Corporation, or any pre-emptive rights or other rights to subscribe for or to purchase, or any contracts or commitments to issue or sell, any security of the Corporation. No holder of any security of the Corporation has any rights to require the Corporation to qualify such security for distribution under Canadian Securities Laws or to require registration under the U.S. Securities Act in connection with the offer and sale of the Placement Shares contemplated by this Agreement; (g) the execution and delivery of this Agreement and performance the fulfillment of the terms of this Agreement by the Corporation and the issue, sale and delivery of the Placement Shares, (i) do not require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any Governmental Authority or other Person, except (A) such as have been obtained, or (B) such as may be required under applicable securities Laws and will be obtained at each Applicable Time and associated Settlement Date; and (ii) do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach or default under, and do not and will not conflict with: (x) any of the terms, conditions or provisions of the articles, notice of articles, bylaws, constating documents or resolutions of the shareholders or directors (or any committee thereof) of the Corporation or any Subsidiary; (y) any licence, permit, approval, consent, certificate, registration or authorization (whether governmental, regulatory or otherwise) issued to the Corporation or any Subsidiary or any agreement, mortgage, deed of trust, indenture, lease, document or instrument to which the Corporation or any Subsidiary is a party or by which it is contractually bound or by which any of the properties or assets thereof is bound; or (z) any statute, regulation or rule applicable to the Corporation or any Subsidiary, or any judgment, order or decree of any Governmental Authority having jurisdiction over the Corporation or any Subsidiary; (h) since December 31, 2020, except as disclosed in the Prospectus (i) there has not been any Material Adverse Change and there has been no event or occurrence that would result in a Material Adverse Change, (ii) the Corporation has not declared or paid any dividends, or made any other distribution of any kind, on or in respect of its share capital, (iii) there has not been any material change in the share capital or long-term or short-term debt of the Corporation or any of the Subsidiaries, (iv) neither the Corporation nor any Subsidiary has sustained any material loss or interference with its business, properties or assets from any cyber attack or virus, fire, explosion, flood, hurricane, epidemic, accident or other calamity, whether or not covered by insurance or from any labour dispute or any legal or governmental proceeding, and (v) neither the Corporation nor any Subsidiary has incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any transactions, including any acquisition or disposition of any business or asset, which are material to the Corporation and the Subsidiaries, individually or taken as a whole; (i) the authorized capital of the Corporation consists of an unlimited number of Shares, of which, as of the date of this Agreement, 80,630,056 Shares were issued and outstanding as fully paid and non-assessable; (j) all of the issued shares of authorized capital of each Subsidiary are validly authorized, issued and outstanding, are fully paid and non-assessable and are owned directly or indirectly by the Corporation in accordance with the percentages disclosed in the Prospectus, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, and no Person has any agreement, option, right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement for the purchase, acquisition, subscription for or issue of any of the unissued shares or other securities of any of the Subsidiaries or for the purchase or acquisition of any of the outstanding shares or other securities of any of the Subsidiaries; (k) Odyssey Trust Company at its principal office in the City of Calgary is the duly appointed registrar and transfer agent of the Corporation with respect to the Shares; (l) the Corporation (i) is a reporting issuer within the meaning of the Securities Act (British Columbia) and the comparable provisions of Canadian Securities Laws in each of the other Qualifying Jurisdictions, and (ii) is not in default under any requirement of applicable Canadian Securities Laws; (m) the Corporation has not filed any confidential material change report with any of the Qualifying Authorities, the Exchange or any other self-regulatory authority which remains confidential. The Corporation is qualified to file a short form base shelf prospectus in Canada pursuant to the qualification criteria described in NI 44-101 and NI 44-102 for the distribution of the Placement Shares; (n) the issued and outstanding Shares are listed and posted for trading on the Exchange; (o) except as shall have been made or obtained on or before each Applicable Time and associated Settlement Date from the Exchange and as required by Canadian Securities Laws, no consent or authorization of any relevant Governmental Authority or any other Person is required in connection with the issuance and sale of the Placement Shares or the consummation by the Corporation of the transactions contemplated hereby will not by this Agreement; (Ap) result no order, ruling or determination having the effect of suspending the sale or ceasing the trading in a violation of the Certificate of Incorporation any securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for that purpose have been instituted or, to the knowledge of the Corporation, are pending, contemplated or threatened by any Governmental Authority and any request made to the Bylaws Corporation on the part of any Governmental Authority for additional information has been complied with and is not material to the Corporation; (q) the financial statements of the Corporation or (B) conflict withand its Subsidiaries included in the Prospectus, or constitute a default (or an event which together with notice or lapse of time or both would become a default) underthe related notes, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which present fairly the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset consolidated financial position of the Corporation is bound or affectedand its Subsidiaries at the dates indicated and the consolidated results of operation and the consolidated changes in financial position of the Corporation and its Subsidiaries for the periods specified; and such consolidated financial statements, together with the related notes, have been prepared in accordance with IFRS, consistently applied throughout the periods involved, except as approved by such accountants or as disclosed therein. No other financial statements are required to be included in the Prospectus under Canadian Securities Laws. The other financial information included or incorporated by reference in the Prospectus that is derived from such financial statements present fairly the information included therein and have been prepared on a basis consistent with respect to clauses that of such financial statements; (Br) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation and its Subsidiaries maintain a system of internal accounting and other controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or its businessspecific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial condition or results of operations.statements in conformity with IFRS and to maintain accountability for assets, and

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants that to the Purchaser as follows: (ia) it The Corporation is a corporation duly incorporated validly existing and is existing in good standing under the laws of the State Republic of Delawarethe Xxxxxxxx Islands. The Corporation has the legal capacity, (ii) it has all requisite corporate power and authority to enter into and perform all of its obligations under this Agreement and to consummate the transactions contemplated hereby Statement of Designation. (b) This Agreement has been duly and to issue the Class A Common Stock in accordance with the terms hereofvalidly authorized, (iii) the execution executed and delivery of this Agreement delivered by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation Corporation, enforceable against the Corporation in accordance with its terms. (c) The execution, delivery and performance by the Corporation of this Agreement, including the filing of the Statement of Designation and issuance of the Series B Preferred Stock, will not (with or without notice or lapse of time, or both) (i) result in any violation of any provision of its articles of incorporation or bylaws, (ii) conflict with or constitute breach of, or default under, or result in the creation or imposition of any lien, encumbrance, security interest, pledge, mortgage, charge, other claim, contract, lease, license, indenture, agreement, commitment or other legally binding arrangement to which it is a party or by which any material amount of its assets may be bound or (iii) result in any violation of any applicable law, statute, rule or regulation or order of any governmental authority, except as enforcement may be limited by equitable principles or by bankruptcywould not have a material adverse effect on the Corporation and its subsidiaries, insolvency, reorganization, moratoriumtaken as a whole, or similar laws relating its ability to consummate the transactions contemplated hereby. (d) No material consent, approval, license, permit, order or limiting creditors’ rights generallyauthorization of, and (v) or registration, declaration or filing with, any federal, state, local or foreign governmental authority is required in connection with the Corporation’s execution, delivery and performance of this Agreement by the Corporation and the or its consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation hereby, except such as have been obtained and the filing of the Certificate Statement of Incorporation Designation with the Xxxxxxxx Islands Registrar of Corporations. (e) Upon the filing of the Corporation or Statement of Designation with the Bylaws Xxxxxxxx Islands Registrar of Corporations, the Shares will have been duly authorized and, upon issuance against payment therefore hereunder, will be validly issued, fully paid and non-assessable. (f) The issuance, sale and delivery of the Corporation or (B) conflict withshares of Series B Preferred Stock being purchased hereunder are not subject to any preemptive rights, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of terminationfirst refusal or other similar right in favor or any person or entity. (g) Except as specifically provided in this Article IV, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, does not make any representation or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable warranty to the Corporation Purchaser, express or by which any property or asset of the Corporation is bound or affectedimplied, except with respect to clauses (B) the Corporation, including with respect to any projections, forecasts, estimates or (C) for any conflictsbudgets of future revenues, defaultsfuture results of operations, accelerationsfuture cash flows, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, future financial condition or results future business or operations of operationsthe company or the business.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Subscriber as follows and acknowledges that the Subscriber is relying on such representations and warranties in connection with the transactions contemplated herein: (ia) it is a corporation the Corporation and any subsidiaries are valid and subsisting corporations duly incorporated and is existing in good standing under the laws of the State jurisdictions in which they are incorporated, continued or amalgamated; (b) the creation, issuance and sale of Delawarethe Securities by the Corporation does not and will not conflict with and does not and will not result in a breach of any of the terms, conditions or provisions of its constating documents or any agreement or instrument to which the Corporation is a party, other than as may have been waived or consented to; (iic) the Securities will, at the time of issue, be duly allotted, validly issued, fully paid and non-assessable and will be free of all liens, charges and encumbrances and the Corporation will reserve sufficient shares in the treasury of the Corporation to enable it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, Securities; (iiid) the execution and delivery of this Subscription Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have when accepted has been duly authorized by all necessary corporate action on the part of the Corporation and, subject to acceptance by the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation legally binding upon it and enforceable against the Corporation in accordance with its terms; (e) neither the Corporation nor any of its subsidiaries is a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the best of the Corporation’s knowledge no such actions, suits or proceedings have been threatened as at the date hereof, except as enforcement may disclosed or if and when required shall be limited by equitable principles disclosed in the Information; and (f) no order ceasing or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) suspending trading in the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation securities of the Corporation or the Bylaws nor prohibiting sale of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable such securities has been issued to the Corporation or by which any property its directors, officers or asset promoters and to the best of the Corporation is bound Corporation’s knowledge no investigations or affected, except with respect to clauses (B) proceedings for such purposes are pending or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operationsthreatened.

Representations and Warranties of the Corporation. The (1) Except as disclosed in (a) the Corporation represents Disclosure Letter or (b) other than with respect to Sections 1 [Corporate Existence and warrants Power], 2 [Corporate Authorization], 3 [Execution and Binding Obligation], 4 [Governmental Authorization], 5 [Non-Contravention], 6 [Capitalization], 8 [Shareholders’ and Similar Agreements], 9 [Canadian Securities Laws Matters], 10 [U.S. Securities Laws Matters], 11 [Financial Statements] and 43 [Financial Advisors], the Corporation’s Public Disclosure Record (excluding from the Corporation’s Public Disclosure Record all risk factor disclosures, disclosures about market risk, or other cautionary, predictive or forward-looking disclosures contained therein that (i) it is a corporation duly incorporated do not merely state specific historical events or circumstances affecting the Corporation), the Corporation makes the representations and is existing warranties to the Parent and the Purchaser as set forth on Schedule C hereto and acknowledges and agrees that the Parent and the Purchaser are relying upon such representations and warranties in good standing under connection with the laws entering into of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the consummation of the Arrangement. (2) Except for the representations and warranties set forth in this Agreement including the related disclosures in the Corporation Disclosure Letter, neither the Corporation nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Corporation in connection with the transactions contemplated hereby by this Agreement. (3) The representations and to issue warranties of the Class A Common Stock Corporation contained in accordance this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated at the Effective Time. (4) Contemporaneously with the terms hereof, (iii) the execution and delivery of this Agreement by Agreement, the Corporation is delivering to the Parent and the consummation Purchaser the Corporation Disclosure Letter required to be delivered pursuant to this Agreement, which sets out the disclosures, exceptions and exclusions contemplated or permitted by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporationthis Agreement, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant certain exceptions and exclusions to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power representations and authority warranties and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation covenants of the Corporation enforceable against the Corporation contained in accordance with its termsthis Agreement. If a matter is set out, except as enforcement may be limited by equitable principles disclosed, listed, described or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result reflected in a violation of the Certificate of Incorporation particular section of the Corporation or Disclosure Letter, it is deemed to have been sufficiently disclosed to the Bylaws Parties if (i) such matter is described in that particular section of the Corporation or Disclosure Letter, (Bii) conflict withthere is, or constitute in that particular section, a default (or an event which with notice or lapse specific cross-reference to another section of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a partyDisclosure Letter, or (Ciii) result such matter is disclosed in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset another section of the Corporation Disclosure Letter, provided that the relevance of such matter to items that are the subject of the representation or warranty in this Agreement corresponding to that particular section is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect apparent on the Corporation or its business, financial condition or results face of operationssuch disclosure.

Representations and Warranties of the Corporation. The Corporation represents and warrants that to the Remarketing Agent[s], (i) it is on and as of each date any Remarketing Materials are first distributed in connection with the Remarketing (each, a corporation duly incorporated and is existing in good standing under the laws of the State of Delaware“Commencement Date”), (ii) it has all requisite corporate power on and authority as of each date any amendment to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereofany Remarketing Materials is first distributed, (iii) on and as of each Remarketing Date and (iv) on and as of the Remarketing Settlement Date (in each case of clauses (i) through (iv), a “Representation Date”), that: (a) This Agreement has been duly authorized, executed and delivered by the Corporation and, assuming due authorization, execution and delivery of this Agreement by the Corporation Remarketing Agent[s] and the consummation by it of the transactions contemplated hereby (including without limitationother parties hereto, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part constitutes a valid and binding agreement of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, or moratorium and similar laws of general applicability relating to or limiting affecting creditors’ rights generallyand to general equity principles. (b) Each of the representations and warranties of the Corporation as set forth in Section 6.1 of the Underwriting Agreement (other than those made in subsections [(b), (c) and (vh)]) is true and correct as if made on each Representation Date; provided that for purposes of this Section 3(b), any reference in such sections of the Underwriting Agreement to (a) the execution“Registration Statement” shall be deemed to refer to such terms as defined herein, delivery except that in the case of a Private Remarketing each such term shall, mutatis mutandis, be deemed to refer to the Private Placement Marketing Materials, (b) either the “Units Agreement” or “this Agreement” shall refer to this Agreement, (c) the “Offered Securities” shall refer to the Remarketed Notes and performance of this Agreement by (d) either “Underwriters” or “Underwriter” shall refer to the Remarketing Agent[s]. (c) If the Remarketing is a Public Remarketing, then: (i) The Corporation and the consummation by the Corporation of the transactions contemplated hereby will not has (A) result in filed with the Commission a violation Registration Statement, including a related prospectus or prospectuses relating to the Remarketed Notes, covering the registration of the Certificate Remarketed Notes under the Securities Act, which has become effective and (B) in the case of Incorporation a Public Remarketing in which the Corporation elects, in its absolute and sole discretion, to use an MJDS Prospectus, filed the MJDS Prospectus and all such other documents as are required under applicable Canadian Securities Laws with applicable Canadian Securities Regulators. (ii) (A) [(I) At the time the Registration Statement initially became effective, (II) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment, incorporated report or form of prospectus), (III) at the time of the first contract of sale for the Remarketed Notes and (IV) on each Remarketing Settlement Date, the Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the respective date in clauses (I)-(IV) set forth above; the Corporation is not an “ineligible issuer” and is a well-known seasoned issuer, in each case as defined in Rule 405 under the Securities Act; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Corporation.]3 No order suspending the effectiveness of the Registration Statement has been issued by the Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Corporation or related to the Bylaws offering of the Corporation Remarketed Notes has been initiated or, to the Corporation’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act and the TIA, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and (B) conflict with(I) on its date, (II) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (III) on each Remarketing Settlement Date, the Final Prospectus will not contain any untrue statement of a material fact or constitute omit to state a default (or an event material fact necessary in order to make the statements therein, in the light of the circumstances under which with notice or lapse of time or both would become a default) underthey were made, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which not misleading; provided that the Corporation is a party, makes no representation or (C) result warranty with respect to any statements or omissions made in a violation of reliance upon and in conformity with information relating to any law, rule, regulation, order, judgment or decree applicable Remarketing Agent furnished to the Corporation in writing by such Remarketing Agent through the Representatives expressly for use in the Registration Statement and the Final Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by which any property or asset Remarketing Agent consists of the Corporation is bound or affected, except with respect to clauses (Binformation described as such in Section 7(b) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operationshereof.