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

Representations, Warranties and Covenants of the Corporation. The Corporation covenants, represents and warrants to the undersigned (which covenants, representations and warranties shall survive Closing) that: (i) the Corporation has been duly continued and is a validly subsisting corporation under the laws of Canada; (ii) the Corporation has all necessary corporate power and authority to own its assets and to carry on its business as now conducted; (iii) this agreement has been duly authorised by all necessary corporate action on the part of the Corporation; (iv) the execution and delivery of this agreement and the fulfillment of the terms hereof and the issue and sale of the Shares by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisions.

Representations, Warranties and Covenants of the Corporation. The Corporation covenantsrepresents, represents warrants and warrants to the undersigned (which covenants, representations and warranties shall survive Closing) covenants that: (ia) the Corporation has been it is duly continued formed, validly existing and is a validly subsisting corporation under the laws of Canada; (ii) the Corporation has all necessary corporate power and authority to own its assets and to carry on its business as now conducted; (iii) this agreement has been duly authorised by all necessary corporate action on the part of the Corporation; (iv) the execution and delivery of this agreement and the fulfillment of the terms hereof and the issue and sale of the Shares by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance laws of the Shares will not contravene any provisions state of Maryland, and has all requisite power under the Applicable Securities Legislation, laws of such state and applicable federal law to conduct its business as well now being conducted and to perform its obligations as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchangecontemplated by this Agreement; (viiib) this Agreement has been duly authorized by the unaudited consolidated financial statements Board of Directors of the Corporation and the report to shareholders for the period Corporation, including by unanimous affirmative vote of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares majority of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance independent directors of the Shares have been taken by the Corporation and, from its execution Corporation; and when executed and delivered by the Corporation, this agreement and the private placement shall be duly authorized and shall will constitute a legal, valid and legally binding obligations obligation of the Corporation Corporation, enforceable against the Corporation in accordance with their respective provisionsits terms; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Corporation, including, without limitation, providing the Distributor with all marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner; (d) it is an investment company that is duly registered under all applicable laws and regulations, including, without limitation, the 1940 Act; (e) each Prospectus has been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in such Prospectus not misleading; (f) it will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any amendment to the Prospectus; (g) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; and (h) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, in order for the Distributor to comply with its regulatory obligations.

Representations, Warranties and Covenants of the Corporation. The Corporation covenants, represents and warrants to the undersigned (which covenants, representations and warranties shall survive Closing) thatPurchaser as follows: (ia) the Corporation and each of its subsidiaries have been duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation and the Corporation has all requisite corporate power and capacity to enter into, and carry out its obligations under, this Subscription Agreement; (b) the Corporation has been duly continued and is a validly subsisting corporation under taken all corporate steps necessary to approve the laws of Canada; (ii) the Corporation has all necessary corporate power and authority to own its assets and to carry on its business as now conducted; (iii) this agreement has been duly authorised by all necessary corporate action on the part of the Corporation; (iv) transactions contemplated hereby, including the execution and delivery of this agreement Subscription Agreement and the fulfillment certificates representing the Preferred Shares, each of which will constitute a legal and binding obligation of the terms hereof Corporation enforceable in accordance with its terms; (c) the Corporation has complied with, or will comply with, all applicable corporate and Securities Laws and regulations in connection with the issue offer, sale and issuance of the Preferred Shares, including the filing of all required forms and reports under the Securities Laws within the time periods therein prescribed and payment of all required fees in connection therewith; (d) each of the creation, issuance and sale of the Preferred Shares by the Corporation as provided in this agreement do does not and will not conflict with and do does not and will not result in a breach of any of the terms, conditions or provisions of the current constating documentsCorporation’s constituent documents or any agreement or instrument to which the Corporation is a party; (e) every consent, by-laws approval, authorization or order that is required for the transactions herein contemplated to occur at the Closing have been obtained and resolutions is in effect; (f) no order ceasing or suspending trading in the securities of the Corporation nor prohibiting the sale of such securities or breach any material contracts the Preferred Shares has been issued to the Corporation or outstanding debts its directors or equity securities officers and, to the knowledge of the Corporation’s Chief Executive Officer and Chief Financial Officer, no investigations or proceedings for such purposes are pending or threatened; (vg) the Corporation has full corporate power and authority to undertake the Offering and the Preferred Shares willhave been duly and validly created, authorized and issued and the Common Stock has been duly allotted and reserved for issuance and, upon payment thereforthe conversion of the Preferred Shares, will be validly issued as fully paid and non-assessableassessable Common Stock; (vih) all of the issued and outstanding shares of the Corporation are validly issued, fully paid, and nonassessable. Other than as set forth in the Company’s publicly available documents or on Schedule C attached hereto, and as contemplated herein, there are no outstanding options, warrants, rights to subscribe to, or securities, rights or obligations convertible into or exchangeable or exercisable for, or giving any person any right to subscribe for or acquire, any capital shares of the Corporation or any options, warrants, rights or other instruments convertible into or exchangeable for, capital shares of the Corporation. The Certificate, as in effect on the date hereof, and the Corporation’s Bylaws (the “Bylaws”) as in effect on the date hereof, are available at xxx.xxxxx.xxx and xxx.xxx.xxx. Other than as set forth in the Corporation’s publicly available documents, there are no stockholder agreements, voting agreements or other similar agreements with respect to the capital shares to which the Corporation is a reporting issuer party; (i) the Corporation has filed all reports (including all exhibits thereto) required to be filed by it under Securities Laws for the two years preceding the date hereof (the “Securities Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such Securities Document prior to the expiration of any such extension. As of their respective dates, the Securities Documents complied in good standing under all material respects with the securities legislation requirements of Albertathe Securities Laws, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislationcase may be, as well as and the rules and policies regulations of the Exchange Securities Commission promulgated thereunder applicable to the Securities Documents, and none of the other regulatory authorities having jurisdiction over Securities Documents, at the Corporation and will time they were filed with the Securities Commission, contained any untrue statement of a material fact or omitted to state a material fact required to be exempt from stated therein or necessary in order to make the registration and prospectus requirements statements therein, in light of the Applicable circumstances under which they were made, not misleading. There are no Securities Legislation. (vii) Documents that are not available to the Corporation will take all steps within its control public, other than such documents that are subject to list confidential treatment under the Shares on SEC rules. As of their respective dates, the Exchange; (viii) the unaudited consolidated financial statements and the related notes, filed in the Securities Documents, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Corporation Securities Commission with respect thereto. Such financial statements and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they related notes have been prepared in accordance with Canadian accounting principles generally accepted in the U.S., consistently applied, during the periods involved (except (i) as may be otherwise indicated in the financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the Securities Commission’s rules and instructions) and fairly present in all material respects the consolidated financial position of the Corporation as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Corporation to the Purchaser by the executive management of the Corporation which is not included in the Securities Documents, to the knowledge of the Corporation’s executive management, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading; (j) the Corporation and its subsidiaries maintain a system of accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied on a consistent basis in the United States and to maintain accountability for assets, and (iii) access to assets is permitted only in accordance with prior periods.management’s general or specific authorization; (ixk) no brokerage commissions, placement agent’s fees or similar payments are payable relating to this Subscription Agreement or the transactions contemplated hereby; (l) the Corporation has filed (or has obtained an extension of time within which to file) all necessary federal, provincial and foreign income and franchise tax returns and has paid all taxes shown as due on such tax returns, except where the failure to so file or the failure to so pay would not have a Material Adverse Effect. The Corporation has complied in all material respects with all applicable legal requirements relating to the payment and withholding of taxes and, within the time and in the manner prescribed by law, has withheld from wages, fees and other payments and paid over to the proper governmental or regulatory authorities all amounts required; (m) the Corporation has not made taken, nor will it take, directly or indirectly any private placement of shares action designed to stabilize or manipulate the price of the same class as Common Stock or any security of the Shares Corporation to facilitate the sale or shares of other class or securities convertible or exchangeable in shares resale of any class during of the last six monthsPreferred Shares; (xn) the books of account, minute books and other records of the Corporation are complete and correct in all material respects. The minute books of the Corporation contain accurate and complete records of all meetings held of, and corporate action taken by, the shareholders, the Corporation’s Board of Directors and committees of the Corporation’s Board of Directors, and no meeting of any of such shareholders, the Corporation’s Board of Directors or such committees has been held for which minutes have not been prepared and are not contained in such minute books, except for the minutes of the May 2011 meeting of the Board of Directors and the Audit Committee, which will be prepared for review and approval at the next Board of Directors meeting; (o) the Corporation and its subsidiaries are in compliance in all material respects with all currently applicable laws and regulations respecting employment, discrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health and employment practices, and is unaware not engaged in any unfair labor practice. To the Corporation’s knowledge, no employees of the Corporation or the subsidiaries are in violation of any information term of any material employment contract, patent disclosure agreement, noncompetition agreement, or facts concerning its business and its operations that has not been disclosed and released any restrictive covenant to a former employer relating to the public and which, if known right of any such employee to be employed by the Corporation or its subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Corporation or to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Sharesuse of trade secrets or proprietary information of others; and (xip) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation andand its subsidiaries are not in violation of any applicable statute, from its execution by law or regulation relating to the Corporationenvironment or occupational health and safety, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations violation of the Corporation enforceable against the Corporation in accordance with their respective provisionswhich would have a Material Adverse Effect.

Representations, Warranties and Covenants of the Corporation. The Corporation covenants, hereby represents and warrants to the undersigned Subscriber as of the date hereof, as of the Closing Date (which covenants, representations and warranties shall survive Closingacknowledges that the Subscriber is relying thereon) that: (ia) Each of the Corporation has Corporation, the Parent and its subsidiaries have been duly continued incorporated and is a validly subsisting corporation organized under the laws of Canada; (ii) the Corporation its jurisdiction of incorporation and is validly existing and in good standing and has all necessary requisite corporate power and authority to own its assets and to carry on its business as now conducted;conducted and as presently proposed to be conducted and to own or lease its property and assets. (b) Each of the Corporation and Parent is conducting its business in compliance in all material respects with all applicable Laws of each jurisdiction in which its business is carried on and holds all licences, permits, approvals, consents, certificates, registrations and authorizations, whether governmental, regulatory or otherwise, to enable its business to be carried on, in all material respects, as presently conducted and its properties and assets to be owned, leased and operated. (c) This Subscription Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation, enforceable against it in accordance with its terms, subject only to (i) any limitation under applicable laws relating to bankruptcy, insolvency, arrangements or other laws of general application affecting the enforcement of creditors’ rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction. (d) The Corporation has all requisite power and authority (i) to enter into and carry out the provisions of the Subscription Receipt Indenture, the First Supplemental Indenture and the Second Supplemental Indenture; (ii) to create, issue and deliver the Subscription Receipts in accordance with the provisions of this Subscription Agreement, the First Supplemental Indenture and the Subscription Receipt Indenture; and (iii) to create, issue and deliver the Additional Notes in accordance with the provisions of this agreement has Subscription Agreement and the Second Supplemental Indenture. (e) The execution, delivery and performance by each of the Corporation and the Parent of those Transaction Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorised authorized by all necessary corporate action on the part of the Corporation; (iv) the execution and delivery of this agreement ’s and the fulfillment of the terms hereof and the issue and sale of the Shares by the Corporation Parent’s part, as provided in this agreement do not and will not conflict with applicable, and do not and will not result in a breach by the Corporation or the Parent of, and do not create a state of facts which, after notice or lapse of time or both, will result in a breach by the Corporation or the Parent of and do not and will not conflict with or constitute a default under: (i) the constating documents or by-laws of the Corporation or the Parent, any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the board of directors (or any committee thereof) or shareholders of the Corporation or breach the Parent or any of the terms, conditions or provisions of any material contracts contract, material indenture, mortgage, note, joint venture or outstanding debts partnership arrangement, agreement (written or equity securities of oral), instrument or lease to which the Corporation;Corporation or the Parent is party or by which the Corporation or the Parent is bound; or (vii) the Shares willany Law or any judgment or decree of any other governmental body, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities agency or court having jurisdiction over the Corporation and will be exempt from or the registration and prospectus requirements of Parent or any material license or permit required to enable the Applicable Securities LegislationCorporation or the Parent to own its assets or carry on its business. (viif) When executed and delivered, the Subscription Receipt Indenture, the First Supplemental Indenture and the Second Supplemental Indenture will constitute legal, valid and binding obligations of the Corporation, enforceable against it in accordance with their terms, subject only to (i) any limitation under applicable laws relating to bankruptcy, insolvency, arrangements or other laws of general application affecting the enforcement of creditors’ rights, and (ii) the Corporation will take all steps within its control to list discretion that a court may exercise in the Shares on the Exchange;granting of equitable remedies such as specific performance and injunction. (viiig) Parent is a reporting issuer (or equivalent where applicable) in good standing in all of the unaudited provinces of Canada other than Quebec. Parent is in compliance in all material respects with all continuous and timely disclosure obligations under applicable Securities Laws. (h) The issuance of the Subscription Receipts by the Corporation to the Subscriber in accordance with the terms of this Subscription Agreement, the Trust Indenture and the Subscription Receipt Indenture has been authorized by all necessary action of the Corporation, and upon payment of the Subscription Price, the Subscription Receipts will be validly issued and outstanding. (i) The issuance of the Additional Notes by the Corporation to the Subscriber in accordance with the terms of this Subscription Agreement, the Subscription Receipt Indenture and the Second Supplemental Indenture has been authorized by all necessary action of the Corporation, and upon payment therefor in accordance with the terms of the Subscription Receipt Indenture, the Additional Notes will be validly issued and outstanding. (j) There is no action, suit, proceeding or investigation pending or, to the knowledge of the officers of the Corporation, threatened, against or affecting the Corporation, the Parent or any of its subsidiaries or any of the properties or assets of the Corporation, the Parent or of any of its subsidiaries or before any Governmental Entity, which is, or would reasonably be expected to be, material and adverse to the Parent and its subsidiaries (including the Corporation), on a consolidated basis, or does, or would reasonably be expected to, materially and adversely affect the consummation of the transactions contemplated by the Transaction Agreements. (k) No consent, approval, order or authorization of, or declaration with any Governmental Entity or any third party is required by or with respect to the Corporation or any of its affiliates in connection with the execution and delivery of the Transaction Agreements or the consummation of the transactions by the Corporation and its affiliates contemplated hereby and thereby, other than, in the case of this Subscription Agreement, the consents, approvals, or authorizations that may be required by applicable Securities Laws and in the case of the other Transaction Agreements, the consents, approvals, or authorizations identified in such agreements. (l) Each of the consolidated financial statements of the Corporation and Parent contained in its Public Documents, including each Public Document filed after the report date hereof until the Closing Date, (i) complies or, when filed, will comply as to shareholders for the period of nine months ended August 31form in all material respects with applicable Securities Laws, 2001(b) has been or, as provided to HEARx Ltd. (the “Purchaser”) are completewhen filed, true and accurate and they will have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periodsthroughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by applicable securities laws) and (c) fairly presents, or when filed will fairly present, in all material respects, the consolidated financial position of the Parent and its subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements may omit footnotes which are not required in unaudited financial statements and are subject to normal year end adjustments. (ixm) The Public Documents were, at their respective time of issue, filing or publication (except as subsequently amended or superseded by a filing prior to the date of this Subscription Agreement), true and correct in all material respects, contained no Misrepresentations and were prepared in accordance with and complied with the Securities Laws applicable to each such document. (n) The Corporation has not made any private placement of shares of the same class as the Shares complied, or shares of other class or securities convertible or exchangeable will comply, with all applicable Securities Laws in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and connection with the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement Subscription Receipts and the private placement shall be duly authorized and shall constitute valid and legally binding obligations Additional Notes. (o) Parent is not in violation in any material respect of any of the Corporation enforceable against rules and policies of the Corporation in accordance with their respective provisionsTSX, including the applicable listing requirements of the TSX.

Representations, Warranties and Covenants of the Corporation. The Corporation covenantsrepresents, represents warrants, covenants and warrants agrees to and with the undersigned (which covenants, representations and warranties shall survive Closing) Stand-by Purchaser that: (i) at the time of filing and at the Time of Closing, the Final Prospectus will comply with the requirements of the securities laws pursuant to which it has been filed and the respective regulations thereunder, including NI 45-101, and will not contain any misrepresentations, provided that the foregoing shall not apply to any information or statements contained in the Final Prospectus which are derived from written information or statements relating to the Stand-by Purchaser and which have been provided by such Stand-by Purchaser to the Corporation has been duly continued and is a validly subsisting corporation under for inclusion in the laws of CanadaFinal Prospectus; (ii) the Corporation has all necessary corporate power promptly informed and authority will promptly inform the Stand-by Purchaser in writing during the period prior to own the Time of Closing of the full particulars of any material change in the assets, liabilities (contingent or otherwise), business, affairs, operations, financial condition or capital or prospects of the Corporation and its assets and subsidiaries taken as a whole or of any change in any material fact contained or referred to carry on its business in the Final Prospectus, or any amendment thereto, which is, or may be, of such a nature as now conductedto render the Final Prospectus untrue, false or misleading in a material respect or result in a misrepresentation therein; (iii) this agreement after the date hereof and prior to the Time of Closing, the Corporation will promptly advise the Stand-by Purchaser in writing of any change in a material fact contained in the Final Prospectus which is of such a nature as to render the Final Prospectus untrue or misleading in any material respect or result in a misrepresentation therein, and the Corporation shall prepare and file promptly with all relevant securities regulatory authorities any amendments to the Final Prospectus which may be necessary or advisable. It is understood and agreed that the Corporation shall consult with the Stand-by Purchaser as to whether, for purposes of applicable securities laws, a material change has been duly authorised by all necessary corporate action on occurred or whether a change, material fact, event or state of facts has occurred which makes untrue, false or misleading any statement of a material fact contained in the part Final Prospectus or results in a misrepresentation in the Final Prospectus, including as a result of the CorporationFinal Prospectus omitting to state any material fact necessary to make any statement therein not misleading in the light of the circumstances in which it was made. In any such case, the Corporation shall co-operate fully with the Stand-by Purchaser with respect to all steps that are necessary with respect to the preparation and filing of any amendment to the Final Prospectus that the Stand-by Purchaser may require; (iv) the execution and delivery of this agreement and Corporation will cause to be delivered to the fulfillment Stand-by Purchaser without charge, as soon as is practicable, a copy of the terms hereof Final Prospectus (and in the issue and sale event of any amendment, of such amendment). The delivery to the Stand-by Purchaser of the Shares Final Prospectus shall constitute the Corporation’s representation and warranty to the Stand-by Purchaser that, at the time of such delivery, the information and statements contained therein are true and correct in all material respects, contain no misrepresentations and that no material fact has been omitted therefrom which is necessary to make the statements therein not misleading in the light of the circumstances in which they were made, provided that the foregoing shall not apply to any information or statements contained in the Final Prospectus which are derived from written information or statements relating to the Stand-by Purchaser and which have been provided by such Stand-by Purchaser to the Corporation as provided for inclusion in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the CorporationFinal Prospectus; (v) other than as has been publicly disclosed by the Corporation, there has been no material change in the assets, liabilities (contingent or otherwise), business, affairs, operations, financial condition or capital or prospects of the Corporation and its subsidiaries taken as a whole since December 31, 2008; (vi) the Corporation will take or cause to be taken all steps as may be necessary to ensure that the distribution of the Rights, New Shares willand Stand-by Shares complies with all applicable securities laws and regulations and all published rules, policies and notices of all securities commissions, stock exchanges, securities regulatory authorities or other governmental or regulatory bodies having jurisdiction; (vii) after the date hereof and prior to the Time of Closing, the Corporation will immediately notify the Stand-by Purchaser in writing of any demand, request or inquiry by the TSX or any securities regulatory authority or other governmental or regulatory body concerning any matter relating to the affairs of the Corporation, the Offering or any other matter contemplated by this Agreement and of the issuance or threatened issuance by any such authority of any cease-trading or similar order or ruling relating to any securities of the Corporation (including, without limitation, the New Shares and the Stand-by Shares). Any notice delivered to the Stand-by Purchaser as aforesaid shall contain details of the demand, request, inquiry, order or ruling in question; (viii) the Corporation shall cause the Rights to be listed and posted for trading on the TSX and shall cause the New Shares and Stand-by Shares to be listed as reserved for future issuance on the TSX as soon as possible following the date of this Agreement; (ix) rights certificates representing the Rights shall be delivered to holders of Common Shares as described in the Final Prospectus promptly following the record date for determining holders of Common Shares entitled to receive Rights and, upon payment thereforsuch delivery, the Rights will be validly issued and outstanding and the holders thereof will be entitled to the rights and privileges relating thereto described in the Final Prospectus; (x) upon the exercise of the Rights in accordance with their terms, the New Shares (including the Stand-by Shares) shall be validly issued and outstanding as fully paid and non-assessable; (vixi) the Corporation is a reporting issuer valid and subsisting corporation, has the necessary corporate capacity and authority to execute and deliver this Agreement and to observe and perform its obligations hereunder and has taken all necessary corporate action in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchangerespect thereof; (viiixii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, except as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been publicly disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, no person, firm or corporation has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase from the Corporation of any Common Shares or other securities of the Corporation; (xiii) this agreement Agreement has been duly authorized, executed and delivered by the private placement shall be duly authorized Corporation and shall constitute constitutes legal, valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisionsits terms, subject only to (a) any limitation under applicable laws relating to bankruptcy, insolvency, arrangement or other laws of general application affecting the enforcement of creditors’ rights, and (b) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction; (xiv) the entering into of this Agreement and the completion of the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Corporation or of any agreement, written or oral, to which the Corporation is a party or by which the Corporation is bound; (xv) the Corporation shall cause Computershare Investor Services Inc. to deliver to the Stand-by Purchaser, as soon as is practicable following the expiry date of the Rights and again as soon as is practicable following the deadline for receipt by Computershare Investor Services Inc. of payment of the subscription price for New Shares to be purchased under the Additional Subscription Privilege, details concerning the total number of New Shares duly subscribed and paid for under the Basic Subscription Right and the Additional Subscription Privilege; and (xvi) the Corporation shall use such commercially reasonable efforts as the Stand-by Purchaser may reasonably request to enforce payment in respect of, or to otherwise ensure the valid exercise of, all Rights purported to be exercised under either the Basic Subscription Right or the Additional Subscription Privilege.

Representations, Warranties and Covenants of the Corporation. 5.1 Representations, Warranties and Covenants of the Corporation The Corporation covenants, represents and warrants to the undersigned (which covenants, representations and warranties shall survive Closing) thatSubscriber as follows: (ia) the Corporation has been duly continued and is a validly subsisting corporation under the laws of Canada; (ii) the Corporation has all necessary corporate power and authority to own its assets and to carry on its business as now conducted; (iii) this agreement has been duly authorised by all necessary corporate action on the part of the Corporation; (iv) the execution and delivery of this agreement and the fulfillment of the terms hereof and the issue and sale of the Shares by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) the The Corporation is a reporting issuer corporation duly organized, validly existing, and in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance laws of the Shares will not contravene any State of Nevada, has all requisite power and authority to execute and deliver this Subscription Agreement, to issue and sell the Subscription Receipts, to carry out the provisions of the Applicable Securities LegislationSubscription Agreement, and to conduct its business and activities as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislationthey are now being conducted. (viib) the Corporation will take all steps within its control to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements This Subscription Agreement is a legal, valid, and binding obligation of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisionsits terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws of general application or by general principles of equity. (c) The Subscription Receipts that are being purchased by Subscriber when issued, sold and delivered in accordance with the terms of this Subscription Agreement and the Subscription Receipt Certificate, upon the Corporation’s receipt of the Subscription Amount, will be duly and validly issued, and will be free of restrictions on transfer other than restrictions on transfer under this Subscription Agreement and applicable Canadian and United States state and federal securities laws. (d) To the Corporation’s knowledge, the operations of the Issuer are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of money laundering statutes, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government or Governmental Authority (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or Governmental Authority or any arbitrator involving the Issuer or any Subsidiary with respect to the Money Laundering Laws is pending, or to the knowledge of the Issuer is threatened. (e) The Corporation has conducted and is conducting its business in compliance in all material respects with all applicable laws and regulations of each jurisdiction in which it carries on business or holds assets (including all applicable federal, state, municipal and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, including all Governmental Authorities), holds all 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 the Corporation. (f) There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or, to the Corporation’s knowledge, currently threatened against the Corporation. The Corporation is not a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality.

Representations, Warranties and Covenants of the Corporation. The Corporation makes the following representations, warranties and covenants, represents and warrants to the undersigned (which covenants, representations and warranties shall survive Closing) that: (ia) the The Corporation has been duly continued and is a validly subsisting corporate instrumentality of the District and a nonprofit corporation organized under the laws of Canada;the State of Colorado. (b) The Corporation has full legal right, power and authority and has taken all official actions necessary (i) to enter into this Operating Agreement, (ii) to issue, execute and deliver the Corporation has all necessary corporate power and authority to own its assets and to carry on its business as now conducted; Series 1996 Bonds, (iii) this agreement has been duly authorised by all necessary corporate action on to own the part of Property and the Corporation; Project, (iv) to perform its obligations hereunder and under the execution and delivery of this agreement Indenture and the fulfillment of the terms hereof Series 1996 Bonds, and the issue (v) to carry out and sale of the Shares to consummate all transactions contemplated by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions Operating Agreement. (c) The representative of the Corporation or breach any material contracts or outstanding debts or equity securities of executing this Operating Agreement is fully authorized to execute the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislationsame. (viid) This Operating Agreement, the Corporation will take all steps within its control to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements Deed of the Corporation Trust and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they Reimbursement Agreement have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business duly executed and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken delivered by the Corporation and, from its subject to the effective date set forth in Section 4.2 hereof, upon due authorization, execution and delivery by the Corporationother parties hereto and thereto, this agreement and the private placement shall be duly authorized and shall will constitute valid and legally binding obligations of the Corporation Corporation, enforceable against the Corporation in accordance with their respective provisionsterms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by judicial discretion in the exercise of remedies. (e) The execution and delivery of this Operating Agreement, the Deed of Trust and the Reimbursement Agreement, the issuance, execution and delivery of the Series 1996 Bonds, the performance by the Corporation of its obligations hereunder and thereunder, the consummation of the transactions contemplated hereby and thereby and the fulfillment or compliance with the terms hereof and thereof, will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time) under the constitution of the State of Colorado or under any applicable law, bylaw, administrative rule or regulation or any ordinance or any order, judgment or decree or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which the Corporation is a party or by which it or its properties 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 or the District, 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 Operating Agreement, the Deed of Trust or the Reimbursement Agreement or the financial condition, assets, properties or operations of the Corporation or its properties. (f) 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 Operating Agreement or the consummation of any transaction herein or therein contemplated, except as have been obtained or made and as are in full force and effect. (g) 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 or the assets, properties or operations of the Corporation which, if determined adversely to the Corporation or its interests, would have a material and adverse effect upon the consummation of the transactions contemplated by or the validity of this Operating Agreement or upon the financial condition, assets, properties or operations of the Corporation, 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 Operating Agreement, or the financial condition, assets, properties or operations of the Corporation. (h) The Corporation covenants that it will comply with the requirements of all applicable laws, rules, regulations and orders of any sovereign or governmental authority having jurisdiction over the Corporation or the Project, non-compliance with which would materially adversely affect the ability of the Corporation to perform its obligations under this Operating Agreement, unless the same is being contested in good faith and by appropriate proceedings and such contest shall operate to stay the material adverse effect of any such noncompliance. (i) The Corporation will furnish to the Trustee, the Credit Enhancement Provider and the District as soon as possible and in any event within two Business Days after the discovery by any officer of the Corporation of any Event of Default (as such term is defined in the Indenture), a certificate of a Corporation Representative, setting forth the details of such Event of Default and the action, if any, which the Corporation proposes be taken with respect thereto. (j) The Corporation will take all action and do all things that it is authorized by law to take and do in order to perform and observe all covenants and agreements on its part to be performed and observed under this Operating Agreement. (k) The Corporation has determined that issuing the Series 1996 Bonds to purchase the Property and implement the financing of the Project will serve the public interest. (l) Upon termination of this Operating Agreement, the District shall be entitled to acquire title to the Property and all improvements thereon as herein provided; provided that the Deed of Trust securing the payment of principal of and interest on the Bonds shall continue to be a lien on the Property for so long as the Bonds remain outstanding within the meaning of the Indenture or obligations of the Corporation otherwise secured thereby remain unpaid. (m) The Corporation covenants and agrees to provide to the District, not later than September 1 of each year during the Term hereof, a budget for the Project for the ensuing calendar year. (n) The Corporation will, upon reasonable notice, and subject to applicable laws and regulations, permit any Person designated by the District, the Credit Enhancement Provider, or the Trustee in writing, at its own expense, to visit any of the properties of the Corporation during normal business hours to examine the books and financial records of the Corporation and make copies thereof or extracts therefrom, and to discuss the affairs, finances and accounts of the Corporation with the officers and employees of the Corporation, all at such reasonable times and as often as the District may reasonably request. The District, the Credit Enhancement Provider and the Trustee will each be obligated to keep confidential any information regarding the Corporation received pursuant to this subparagraph (n) unless the District, the Credit Enhancement Provider, or the Trustee is obligated by law to provide such information to a third party. (o) The Corporation hereby covenants and agrees that all activities undertaken by the Corporation will be executed in a cost-effective and efficient manner in order to assure that operation of the Corporation complies in all respects with the interest and purpose of the Corporation specified in the articles of incorporation and bylaws thereof. (p) The Corporation will execute, acknowledge where appropriate, and deliver from time to time promptly at the request of the District or the Trustee all such instruments and documents as in the reasonable opinion of the District or the Trustee are reasonably required to carry out the intent and purposes of this Operating Agreement; provided, however, that the Corporation shall not be required to execute, acknowledge and deliver any such instruments and documents in the event that any such instruments or documents will have a material adverse impact on the rights of the Corporation under this Operating Agreement. The Corporation hereby covenants to execute and deliver such additional instruments and to perform such additional acts as may be reasonably required or, in the reasonable opinion of the District, the Trustee or the Credit Enhancement Provider to carry out the intent of this Operating Agreement or to perfect or give further assurances of any of the rights granted or provided for in this Operating Agreement. (q) Any certificate signed by a Corporation Representative and delivered pursuant to this Operating Agreement, the Intergovernmental Agreement or the Indenture shall be deemed a representation and warranty by the Corporation as to the statements made therein.

Representations, Warranties and Covenants of the Corporation. 4.1 The Corporation covenantsrepresents, represents warrants, covenants and warrants acknowledges, as applicable, to and with the undersigned (which covenantsSubscriber, representations as at the date hereof and warranties shall survive Closing) thatas at the Closing Time: (ia) the Corporation and each Subsidiary has been duly continued organized and is a validly subsisting corporation existing and in good standing under the laws of Canada; (ii) the Corporation its jurisdiction of organization and has all necessary corporate requisite power and authority to own its assets necessary to, and to 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 required corporate power and authority to create, issue and sell the Units, to enter into this Agreement and to carry out the provisions of such agreement; (iiib) this agreement has been duly authorised by all necessary corporate action on the part authorized capital of the Corporation consists of an unlimited number of Common Shares of which, as of October 14, 2005, 106,556,451 Common Shares are issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation; (ivc) all information which has been prepared by the Corporation relating to the Corporation and the Subsidiaries and their business, property and liabilities and either publicly disclosed or provided to the Subscriber, including all financial, marketing and operational information provided to the Subscriber is, as of the date of such information and when such information is considered as a whole, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information materially misleading; (d) the execution and delivery of this agreement Agreement and the fulfillment performance of the terms hereof and the issue and sale of the Shares by the Corporation as provided in this agreement do transactions contemplated hereunder does not and will not conflict not: (i) require the consent, approval, authorization, registration or qualification of or with any governmental authority, stock exchange, securities regulatory authority or other third party, except (i) as of the date hereof, such as have been obtained or such as may be required under the applicable by-laws, policies, regulations and do not prescribed forms of the TSX and will not the AMEX; and (ii) as of the Closing Time, such as have been obtained, with the exception of the final approval of the TSX; (ii) result in a breach of or default under, nor create a state of facts which, after notice or lapse of time or both, would result in a breach of or default under, nor conflict with: (A) any of the terms, conditions or provisions of the current constating documentsdocuments or resolutions of the shareholders, by-laws and resolutions directors or any committee of directors of the Corporation or breach any Subsidiary or any material contracts indenture, agreement or outstanding debts instrument to which the Corporation or equity securities any Subsidiary is a party or by which it or they are contractually bound; or (B) any statute, rule, regulation or law applicable to the Corporation or the Subsidiaries including, without limitation, the Applicable Securities Laws of the Offering Jurisdictions, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Corporation or the Subsidiaries; or (C) any material mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Corporation or any Subsidiary is a party or by which the Corporation or any Subsidiary or a material portion of the assets of the Corporation or any Subsidiary are bound, or any judgment, decree, order, statute, rule or regulation applicable to any of them; (e) at Closing, the Corporation will have filed all documents, taken all proceedings and obtained all regulatory consents necessary as a precondition to the sale of the Units; (f) this Agreement shall be, by the Closing Time, duly authorized, executed and delivered by the Corporation and the obligations of the Corporation hereunder shall be legal, valid and binding obligations of the Corporation, enforceable in accordance with their terms (except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium 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); (vg) the Common Shares willare quoted for trading on AMEX and the TSX; (h) all necessary corporate action will have been taken by the Closing Date to authorize the issue and sale of, and the delivery of certificates representing, the Shares and Warrants comprising the Units and, upon payment thereforof the requisite consideration for the Units, the Shares will be validly issued as fully paid and non-assessableassessable shares and the Warrants will be validly issued and, upon the issue of the Warrant Shares in accordance with the Warrant terms, the Warrant Shares will be validly issued as fully paid and non-assessable shares; (vii) no order ceasing, halting 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, and, to the best of the Corporation knowledge, no investigations or proceedings for such purposes are pending or threatened; (j) neither the Corporation nor any subsidiary thereof will have taken any action which would be reasonably expected to result in the delisting or suspension of quotation of the Common Shares on or from the AMEX or the TSX and the Corporation will have complied, in all material respects, with the rules and regulations of eligibility on AMEX and the TSX; (k) the Corporation is a "reporting issuer in good standing issuer" under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance section 12 of the Shares will Securities Exchange Act of 1934, as amended (the "1934 Act") and is not contravene in default of any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation1934 Act; and (l) none of the information provided by the Corporation to the Subscriber in connection with the subscription for the Units is material information that has not been publicly disclosed. 4.2 The Corporation hereby covenants to and with the Subscriber that: (viia) the Corporation will take use all steps within reasonable efforts to maintain its control status as a reporting issuer not in default in each of the Offering Jurisdictions in which it is a reporting issuer or equivalent for a period of three-years from the Closing Date; (b) the Corporation will use all reasonable efforts to list maintain the listing of the Common Shares on the ExchangeTSX and AMEX to the date which is three-years following the Closing Date; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ixc) the Corporation has not made any private placement of shares of will use all reasonable efforts to file, as required, the same class as Registration Statement within the Shares or shares of other class or securities convertible or exchangeable time period set forth in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the SharesRegistration Rights Agreement; and (xid) the Corporation shall, as soon as practicable, use all reasonable efforts to receive all necessary corporate proceedings consents to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisionstransactions contemplated herein.

Representations, Warranties and Covenants of the Corporation. The Corporation covenants, represents and warrants to the undersigned Agents, and acknowledges that the Agents are relying upon such representations and warranties, in entering into this Agreement, and acknowledges that the Purchasers shall, pursuant to their respective Subscription Agreements, obtain the benefit of such representations and warranties (which covenantsare incorporated by reference into such Subscription Agreements) and have relied thereon in entering into such Subscription Agreements, which representations and warranties shall survive Closing) thatbe true and correct on the Closing Date: (ia) the Corporation has been duly continued amalgamated and is a validly subsisting corporation under the laws of Canadathe Province of Alberta and has all requisite corporate authority and power to carry on its business, as now conducted and as presently proposed to be conducted by it, and to own, lease and operate its properties and assets; (iib) the Corporation has all necessary full corporate power and authority to own its assets create, issue and sell the Offered Securities; (c) the Corporation has no subsidiaries and is not affiliated with, nor is it a holding corporation of, any other body corporate, nor is it a partner of any partnership; (d) other than as disclosed to the Agents or their counsel in writing, the minute books of the Corporation contain full, true and correct copies of the constating documents of the Corporation and contain copies of all minutes of all meetings and all consent resolutions of the directors, committees of directors and shareholders of the Corporation (or drafts thereof pending approval) and all such meetings were duly called and properly held and all such resolutions were properly adopted; (e) other than as may apply pursuant to Securities Laws and the Exchange, there are no restrictions on the transfer of the Common Shares nor are there any restrictions, by contract or otherwise, on the payment of dividends on the Common Shares, subject to compliance with Alberta law; (f) the Corporation is duly registered and qualified to carry on business and is validly subsisting under the laws of each jurisdiction in which it carries on its business as now conductedor owns any material assets; (iiig) this agreement has been duly authorised by all All necessary corporate action on the part of the Corporation; (iv) the execution and delivery of this agreement and the fulfillment of the terms hereof and has been taken to authorize the issue and sale of, and the delivery of certificates representing the Common Shares by and upon the Corporation as provided in this agreement do not and issue thereof, the Common Shares will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislationassessable shares. (vii) the Corporation will take all steps within its control to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisions.

Representations, Warranties and Covenants of the Corporation. The Corporation covenantshereby makes the following representations, represents warranties and warrants covenants to Servicer as of the undersigned (which covenantsdate hereof and as of each Transfer Date, representations and such representations, warranties and covenants shall survive Closing) thattransfer of servicing of the related Mortgage Loans to Servicer on such Transfer Date: (ia) the The Corporation has been is duly continued organized and is a validly subsisting corporation existing under the laws of Canada; (ii) the Corporation Laws governing its formation and existence, has all licenses necessary corporate power and authority to own its assets and to carry on its business as it is now being conducted; (iii) , and is duly authorized and qualified to transact in each applicable state any and all business contemplated by this agreement Agreement; the Corporation has been duly authorised by all necessary requisite corporate action on power and authority to execute and deliver this Agreement and to perform in accordance herewith and therewith; the part of the Corporation; (iv) the execution execution, delivery and delivery performance of this agreement and the fulfillment of the terms hereof and the issue and sale of the Shares Agreement by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for consummation of the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true transactions contemplated hereby and accurate and they thereby have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business duly and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution validly authorized by the Corporation, ; this agreement and Agreement evidences the private placement shall be duly authorized and shall constitute valid and legally binding obligations obligation of the Corporation Corporation, enforceable against the Corporation in accordance with their respective provisionsits terms, except as enforcement hereof or thereof may be limited by applicable Debtor Relief Laws and general principles of equity, whether considered in a proceeding at law or in equity; (b) Any necessary approval of the transactions contemplated by this Agreement from each federal or state regulatory authority having jurisdiction over the Corporation has been obtained; there are no actions or proceedings pending or affecting the Corporation that would adversely affect its ability to perform hereunder; (c) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Corporation and will not result in the breach of any term or provision of the certificate of incorporation or other organizational documents of the Corporation or result in the breach of any term or provision of, or conflict with or constitute a default under, or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Corporation or its properties are subject, or result in the violation of any Law to which the Corporation or its properties are subject; and (d) To the best knowledge of the Corporation, with respect to each Mortgage Loan, the related Mortgage Note and Mortgage are genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, except as enforceability may be limited by Debtor Relief Laws and by general principles of equity, whether considered in a proceeding at law or in equity.

Representations, Warranties and Covenants of the Corporation. The Corporation covenantsrepresents, represents warrants and warrants covenants to the undersigned Agent, the Purchaser (and to any others on whose behalf the Purchaser is contracting hereunder) as of the date hereof and as of the Closing Date, which covenantsrepresentations, representations warranties and warranties covenants shall survive any investigation made by the Agent, the Purchaser or such others for a period of two years after the Final Closing) , that: (ia) the Corporation has been duly continued and is a validly subsisting existing corporation in good standing under the laws of Canadathe jurisdiction in which it is incorporated, and the Corporation has no subsidiaries; (iib) the Corporation is duly qualified and authorized to do business in the jurisdiction(s) in which it carries on business or to own property where required under the laws of the jurisdiction(s) in which any such property is located; (c) the Corporation is current with all material filings required to be made under the laws of any jurisdiction in which it carries on any material business, and the Corporation has all necessary licenses, leases, permits, authorizations and other approvals necessary to permit it to conduct its business as currently conducted, except where the failure to have any such license, lease, permit, authorization or approval would not have a material adverse effect on the Corporation and its business; (d) the audited financial statements of the Corporation as at and for the year ended December 31, 2007 and the interim financial statements of the Corporation as at and for the six-month period ended June 30, 2008 present fairly, in all material respects, the financial position of the Corporation as at the respective period-end dates, and the results of its operations and the changes in its financial position for the 12-month period ended December 31, 2007 in the case of the audited financial statements and six-month period ended June 30, 2008 in the case of the interim financial statements, all in accordance with generally accepted accounting principles, and, since June 30, 2008, there has been no material adverse change in the business, affairs or financial or other condition of the Corporation or any of its subsidiaries, except as disclosed in the notes to the financial statements for the quarter then ended; (e) the Corporation has all necessary corporate requisite power and authority to own carry out its assets and to carry on its business as now conductedobligations under this Subscription Agreement; (iiif) this agreement Subscription Agreement has been duly authorised authorized, executed and delivered by all necessary corporate action the Corporation and constitutes or on the part Closing Date will constitute, a legal, valid and binding obligation of the Corporation enforceable in accordance with its terms except that: (i) the enforcement hereof may be limited by bankruptcy, insolvency, reorganization and other laws affecting the enforcement of creditors’ rights generally, (ii) rights of indemnity hereunder may be limited under applicable law, and (iii) equitable remedies, including without limitation specific performance and injunctive relief, may be granted only in the discretion of a court of competent jurisdiction; (g) the shares of Common Stock included in the Units are or on the Closing Date will be duly and validly authorized and, when issued and delivered against payment therefor, will be duly and validly issued, fully paid and non-assessable shares in the capital stock of the Corporation; (ivh) the execution and delivery Corporation will reserve a sufficient number of this agreement and shares of Common Stock out of its authorized capital stock as may be required to be issued on, or resulting from, the fulfillment exercise of the terms hereof Warrants and, when issued and the issue delivered upon such exercise, such shares 9005644.9 of Common Stock will be duly and sale of the Shares by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessableassessable shares in the capital of the Corporation; (vii) the authorized capital of the Corporation consists of 150,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par value of $0.01 per share. Of the preferred stock, 200,000 shares have been designated as Series D Junior Participating Preferred Stock (underlying outstanding rights applicable to each presently and future outstanding share of Common Stock under a shareholder rights agreement adopted effective May 20, 2008 (the “Rights Plan”) and no other series or class of preferred stock is designated. As of June 30, 2008, there were 83,761,108 shares of Common Stock and no shares of preferred stock outstanding. In addition, as of that date, the Corporation had an aggregate of 15,787,000 shares of Common Stock reserved for issuance upon exercise or conversion of the following outstanding securities: (i) options which have been granted under the Corporation’s stock option plans and other agreements, to purchase an aggregate of 14,102,000 shares of Common Stock and (iii) warrants issued to the Agent or its designees to purchase an aggregate of 1,685,000 shares of Common Stock; (j) the Corporation is a reporting issuer not, and at the Closing Date will not be: (i) in good standing under the securities legislation breach or violation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance any of the Shares terms or provisions of, or in default under, this Agreement, any other Subscription Agreement for the purchase of Units, the Agency Agreement, any indenture, mortgage, deed of trust or loan agreement, (except as disclosed in the Corporation’s SEC filings), other agreement (written or oral) or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject, which breach or violation or the consequences thereof would result in a material adverse change to it or its business; or (ii) in violation of the provisions of its articles, by-laws, resolutions or any statute or any other rule or regulation of any court or governmental agency or body having jurisdiction over it or any of its properties which violation or the consequences thereof would result in a material adverse change to it or its business; (k) the issue and sale of the Purchased Units (and the underlying securities including any shares of Common Stock issued on, or resulting from, the exercise of the Warrants) and the performance and consummation of the transactions contemplated herein will not contravene 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 (written or oral) or instrument to which the Corporation or any subsidiary is bound or to which any of the property or assets of the Corporation or any subsidiary is subject, which breach or violation or the consequences thereof would result in a material adverse change to the Corporation or its business, nor will any such action conflict with or result in any violation of the provisions of the Applicable Securities Legislationarticles, as well as the rules and policies by-laws or resolutions of the Exchange and Corporation or any statute or any order, rule or regulation of the other regulatory authorities any court or governmental agency or body having jurisdiction over the Corporation and will be exempt from or any subsidiary or any of its properties which violation or the registration and prospectus requirements of the Applicable Securities Legislation. (vii) consequences thereof would result in a material adverse change to the Corporation will take all steps within or its control to list the Shares on the Exchangebusiness; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ixl) the Corporation has established on its books reserves which are adequate for the payment of all taxes not made any private placement of shares yet due and payable; there are no liens or other liabilities for taxes on the assets of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares Corporation except for taxes not yet due; there are no audits of any class during of the last six monthstax returns of the Corporation which are known by the Corporation’s management to be pending and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any government or agency of any deficiency having a material adverse effect on the properties, business or assets of the Corporation; (xm) the Corporation is unaware has good and valid title to its properties, leaseholds and assets, including without limitation the properties, leaseholds and assets reflected in the balance sheet as of June 30, 2008 referred to in Section 6(d) above, except properties, leaseholds and assets disposed of since such date at fair market value in the ordinary course of business, and has good title to all its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance, charge, rights of first refusal or options to purchase, whether or not relating to extensions of credit or the borrowing of money, other than as disclosed in such balance sheet except as incurred in the ordinary course of business since the date of such balance sheet, and except in any event where the failure to hold good title or the existence of a mortgage, pledge, lien, lease, encumbrance, charge, right of first refusal or option to purchase would not have a material adverse effect on the Corporation or its business; there exists no condition which interferes with the economic value or use of such properties and assets and all tangible assets are in good working condition and repair (subject to ordinary wear and tear) except where the existence of any such condition would not have a material adverse effect on the Corporation or its business; (n) the Corporation owns or has valid licenses for the use of, or has applied for registration of, all patents, trade marks, service marks, trade names, and copyrights necessary for the conduct of its business, except where the failure to so own or apply for registration would not have a material adverse effect on the Corporation or its business; to the best of the knowledge, information and belief of the Corporation, none of the past or facts concerning its business present activities of the Corporation or the products, services or assets of the Corporation infringe or constitute an unauthorized use of any proprietary rights of others, and its operations that the Corporation has not been disclosed and released received any notice of infringement of, or conflict with, asserted rights of others with respect to any patent, trade xxxx, service xxxx, trade name, or copyright that, individually or in the aggregate, if the subject of an unfavorable decision, ruling, or finding, would result in a material adverse change to the public Corporation or its business; (o) the Corporation has taken reasonable measures to protect and whichpreserve the confidentiality of all trade secrets and other non-patented proprietary information of the Corporation, if known including without limitation the procurement of proprietary invention assignments and non-disclosure and non-competition agreements from employees, consultants, subcontractors, customers and other persons who have access to such information; (p) the Corporation has filed all necessary federal, state and municipal property, income and franchise tax returns and has paid all taxes shown as due thereon or otherwise owed by it to any taxing authority except those contested in good faith and for which appropriate amounts have been reserved in accordance with generally accepted accounting principles; there is no tax deficiency which has been, or to the Purchaserbest of the knowledge, could reasonably deter information and belief of the Purchaser from subscribing Corporation might be, asserted against the Corporation which would materially affect the business or operations of the Corporation; the Corporation has paid all applicable federal and paying state payroll and withholding taxes; (q) there is no collective bargaining or other union agreement to which the Corporation is a party or by which it is bound, or which is currently being negotiated; except for a defined contribution plan under Section 401(k) of the SharesUS Internal Revenue Code, the Corporation does not sponsor, maintain or contribute to any pension, retirement, profit sharing, incentive compensation, bonus or other employee benefit plan, including without limitation any employee benefit plan covered by Title 4 of the Employee Retirement Income Security Act of 1974 (“ERISA”) or any “multi-employer plan” as defined in Section 4001(a)(3) of ERISA, or any other employee benefit plan; to the best of the knowledge, information and belief of the Corporation, (i) no employee of the Corporation is a party to or bound by any agreement, contract or commitment, or subject to any restrictions, particularly but without limitation in connection with any previous employment of any such person, which would result in a material adverse change to the Corporation or its business, and (ii) no senior officer has any present intention of terminating his employment with the Corporation, and the Corporation has no present intention of terminating any such employment; and (xir) all necessary corporate proceedings there is no adverse claim, action, proceeding or investigation pending or, to authorize this agreement the knowledge, information and the issuance belief of the Shares have been Corporation, threatened, which questions the validity of the issue or sale of the Units (or the underlying securities, including the shares of Common Stock issued on, or resulting from, the exercise of the Warrants) contemplated hereunder or the validity of any action taken or to be taken by the Corporation andin connection with this Subscription Agreement or which would result in any material adverse change in the financial condition, from its execution by results of operations, business or prospects of the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisions.

Representations, Warranties and Covenants of the Corporation. The Corporation makes the following representations, warranties and covenants, represents and warrants to the undersigned (which covenants, representations and warranties shall survive Closing) that: (ia) the The Corporation has been duly continued and is a validly subsisting corporate instrumentality of the District and a nonprofit corporation organized under the laws of Canada;the State of Colorado. (b) The Corporation has full legal right, power and authority and has taken all official actions necessary (i) to enter into this Recreational Facilities Agreement, (ii) to issue, execute and deliver the Corporation has all necessary corporate power and authority to own its assets and to carry on its business as now conducted; Series 1996 Bonds, (iii) this agreement has been duly authorised by all necessary corporate action on to own the part of Property and the Corporation; Project, (iv) to perform its obligations hereunder and under the execution and delivery of this agreement Indenture and the fulfillment of the terms hereof Series 1996 Bonds, and the issue (v) to carry out and sale of the Shares to consummate all transactions contemplated by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions Recreational Facilities Agreement. (c) The representative of the Corporation or breach any material contracts or outstanding debts or equity securities of executing this Recreational Facilities Agreement is fully authorized to execute the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislationsame. (viid) This Recreational Facilities Agreement, the Corporation will take all steps within its control to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements Deed of the Corporation Trust and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they Reimbursement Agreement have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business duly executed and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken delivered by the Corporation and, from its upon due authorization, execution and delivery by the Corporationother parties hereto and thereto, this agreement and the private placement shall be duly authorized and shall will constitute valid and legally binding obligations of the Corporation Corporation, enforceable against the Corporation in accordance with their respective provisionsterms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by judicial discretion in the exercise of remedies. (e) The execution and delivery of this Recreational Facilities Agreement, the Deed of Trust and the Reimbursement Agreement, the issuance, execution and delivery of the Series 1996 Bonds, the performance by the Corporation of its obligations hereunder and thereunder, the consummation of the transactions contemplated hereby and thereby and the fulfillment or compliance with the terms hereof and thereof, will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time) under the constitution of the State of Colorado or under any applicable law, bylaw, administrative rule or regulation or any ordinance or any order, judgment or decree or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which the Corporation is a party or by which it or its properties 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 or the District, 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 Recreational Facilities Agreement, the Deed of Trust or the Reimbursement Agreement or the financial condition, assets, properties or operations of the Corporation or its properties. (f) 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 Recreational Facilities Agreement or the consummation of any transaction herein or therein contemplated, except as have been obtained or made and as are in full force and effect. (g) 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 or the assets, properties or operations of the Corporation which, if determined adversely to the Corporation or its interests, would have a material and adverse effect upon the consummation of the transactions contemplated by or the validity of this Recreational Facilities Agreement or upon the financial condition, assets, properties or operations of the Corporation, 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 Recreational Facilities Agreement, or the financial condition, assets, properties or operations of the Corporation. (h) The Corporation covenants that it will comply with the requirements of all applicable laws, rules, regulations and orders of any sovereign or governmental authority having jurisdiction over the Corporation or the Project, non-compliance with which would materially adversely affect the ability of the Corporation to perform its obligations under this Recreational Facilities Agreement, unless the same is being contested in good faith and by appropriate proceedings and such contest shall operate to stay the material adverse effect of any such noncompliance. (i) The Corporation will furnish to the Trustee, the Credit Enhancement Provider and the District as soon as possible and in any event within two Business Days after the discovery by any officer of the Corporation of any Event of Default (as such term is defined in the Indenture), a certificate of a Corporation Representative, setting forth the details of such Event of Default and the action, if any, which the Corporation proposes be taken with respect thereto. (j) The Corporation will take all action and do all things that it is authorized by law to take and do in order to perform and observe all covenants and agreements on its part to be performed and observed under this Recreational Facilities Agreement. (k) The Corporation has determined that issuing the Series 1996 Bonds to purchase the Property and implement the financing of the Project will serve the public interest. (l) Upon termination of this Recreational Facilities Agreement, the District shall be entitled to acquire title to the Property and all improvements thereon as herein provided; provided that the Deed of Trust securing the payment of principal of and interest on the Bonds shall continue to be a lien on the Property for so long as the Bonds remain outstanding within the meaning of the Indenture or obligations of the Corporation otherwise secured thereby remain unpaid. (m) The Corporation covenants and agrees to provide to the District, not later than September 1 of each year during the Term hereof, a budget for the Project for the ensuing calendar year. (n) The Corporation will, upon reasonable notice, and subject to applicable laws and regulations, permit any Person designated by the District, the Credit Enhancement Provider, or the Trustee in writing, at its own expense, to visit any of the properties of the Corporation during normal business hours to examine the books and financial records of the Corporation and make copies thereof or extracts therefrom, and to discuss the affairs, finances and accounts of the Corporation with the officers and employees of the Corporation, all at such reasonable times and as often as the District may reasonably request. The District, the Credit Enhancement Provider and the Trustee will each be obligated to keep confidential any information regarding the Corporation received pursuant to this subparagraph (n) unless the District, the Credit Enhancement Provider, or the Trustee is obligated by law to provide such information to a third party. (o) The Corporation hereby covenants and agrees that all activities undertaken by the Corporation will be executed in a cost- effective and efficient manner in order to assure that operation of the Corporation complies in all respects with the interest and purpose of the Corporation specified in the articles of incorporation and bylaws thereof. (p) The Corporation will execute, acknowledge where appropriate, and deliver from time to time promptly at the request of the District or the Trustee all such instruments and documents as in the reasonable opinion of the District or the Trustee are reasonably required to carry out the intent and purposes of this Recreational Facilities Agreement; provided, however, that the Corporation shall not be required to execute, acknowledge and deliver any such instruments and documents in the event that any such instruments or documents will have a material adverse impact on the rights of the Corporation under this Recreational Facilities Agreement. The Corporation hereby covenants to execute and deliver such additional instruments and to perform such additional acts as may be reasonably required or, in the reasonable opinion of the District, the Trustee or the Credit Enhancement Provider to carry out the intent of this Recreational Facilities Agreement or to perfect or give further assurances of any of the rights granted or provided for in this Recreational Facilities Agreement. (q) Any certificate signed by a Corporation Representative and delivered pursuant to this Recreational Facilities Agreement or the Indenture shall be deemed a representation and warranty by the Corporation as to the statements made therein.

Representations, Warranties and Covenants of the Corporation. 8.1 The Corporation covenantshereby represents, represents warrants and warrants covenants to each Underwriter, as of the undersigned date hereof, as of the Closing Date and as of the Option Closing Time as applicable (which covenantseach, representations and warranties shall survive Closing) a "Representation Date"), that: (ia) the Corporation is eligible to use the Shelf Procedures and each of the Securities Commissions has been duly continued and issued or is deemed to have issued a validly subsisting corporation under receipt for the laws of CanadaCanadian Base Prospectus; (iib) the Corporation meets the general eligibility requirements for use of Form F-10 under the 1933 Act, and the rules and regulations of the SEC, has all necessary corporate power filed the Registration Statement in respect of the Firm Securities and authority to own its assets has appointed an agent for service of process on Form F-X in connection with the filing of the Registration Statement. The Registration Statement has become effective under the 1933 Act and to carry on its business as now conducted; (iii) this agreement no stop order suspending the effectiveness of the Registration Statement has been duly authorised issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Corporation, are contemplated or threatened by all necessary corporate action any of the Securities Commissions, and any request on the part of any of the CorporationSecurities Commissions for additional information has been complied with; (ivc) (i) at the time of filing the Registration Statement and (ii) as of the execution and delivery of this agreement Agreement (with such date being used as the determination date for purposes of this clause (ii)), the Corporation was not and is not an Ineligible Issuer (as defined in Rule 405 under the fulfillment 1933 Act), without taking account of the terms hereof and the issue and sale of the Shares any determination by the Corporation as provided in this agreement do SEC pursuant to Rule 405 under the 1933 Act that it is not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of necessary that the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporationbe considered an Ineligible Issuer; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisions.

Representations, Warranties and Covenants of the Corporation. 6.1 The Corporation covenantshereby represents, represents warrants and warrants covenants to each Underwriter, as of the undersigned date hereof, as of the Initial Sale Time and as of the Closing Date (which covenantseach, representations and warranties shall survive Closing) a “Representation Date”), that: : (ia) the Corporation meets the general eligibility requirements for use of Form F-10 under the 1933 Act, and the rules and regulations of the SEC, has filed the Registration Statement in respect of the Notes and has appointed an agent for service of process on Form F-X in connection with the filing of the Registration Statement. The Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been duly continued and is a validly subsisting corporation issued under the laws 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of Canada; (ii) the Corporation has all necessary corporate power Corporation, are contemplated or threatened by any of the Canadian Securities Regulators or any of the Securities Commissions, and authority to own its assets and to carry on its business as now conducted; (iii) this agreement has been duly authorised by all necessary corporate action any request on the part of the Corporation; (iv) the execution and delivery of this agreement and the fulfillment of the terms hereof and the issue and sale of the Shares by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions Canadian Securities Regulators or provisions any of the current constating documentsSecurities Commissions for additional information has been complied with. In addition, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) the Corporation is a reporting issuer in good standing Indenture has been duly qualified under the securities legislation Trust Indenture Act of Alberta1939, Ontario as amended, and Quebec the rules and regulations promulgated thereunder (collectively referred to as the “Applicable Securities LegislationTrust Indenture Act”); (b) at the issuance respective times the Registration Statement and any post-effective amendments thereto became effective and at each Representation Date, the Registration Statement and any amendments thereto complied and will comply in all material respects with the applicable requirements of Applicable Securities Laws; the Registration Statement as of its filing date did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and the Base Prospectus as supplemented by the Prospectus Supplement will not, as of the Shares will filing date of the Prospectus Supplement or as of the Time of Closing, 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, in light of the circumstances under which they were made, not contravene misleading; provided, however, that this representation and warranty shall not apply to any provisions statements or omissions made in reliance upon and in conformity with information furnished in writing to the Corporation by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Base Prospectus or the Prospectus Supplements, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in the last paragraph of Section 1(a) of Schedule B hereto. The Preliminary Prospectus and the Prospectus, at the time each was or hereafter is filed with the OSC and the applicable Securities Commissions, complied in all material respects with the Applicable Securities LegislationLaws, as well as and the rules Preliminary Prospectus and policies the Prospectus delivered to the Underwriters for use in connection with the offering of the Exchange and Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares SEC or available on the ExchangeSEDAR; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisions.

Representations, Warranties and Covenants of the Corporation. 3.1 The Corporation covenantsrepresents, represents warrants and warrants to covenants that, as of the undersigned (which covenants, representations date given above and warranties shall survive at the Closing) that: (ia) the Corporation has been duly continued and is a validly valid and subsisting corporation incorporated and in good standing under the laws of Canadathe State of Delaware; (iib) the Corporation has all necessary corporate power is duly registered and authority to own its assets and licensed to carry on its business as now conductedin the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction; (iiic) this agreement has been duly authorised by all necessary corporate action on the part Corporation will reserve or set aside sufficient shares in its treasury to issue the Units, including the Shares that are issuable upon the proper exercise of the Corporation; (iv) Warrants, and upon their issuance the execution Shares comprising the Units will be duly and delivery of this agreement validly issued as fully paid and non-assessable, and when issued in accordance with the fulfillment proper exercise of the terms hereof and the issue and sale of Warrants, the Shares by the Corporation as provided in this agreement do not issuable thereunder shall be duly and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vid) the Corporation has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions in relation to the issue of its securities and in all matters relating to the Private Placement; (e) the issue and sale of the Units 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 of the Corporation’s incorporating documents or any agreement or instrument to which the Corporation is a party or by which it is bound; (f) the Corporation is not a reporting issuer in good standing under party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance best of the Shares will not contravene any provisions of the Applicable Securities LegislationCorporation’s knowledge no such actions, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchangesuits or proceedings are contemplated or have been threatened; (viiig) the unaudited consolidated financial statements of there are no judgments against the Corporation and which are unsatisfied, nor is the report Issuer subject to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares consent decrees or shares of other class or securities convertible or exchangeable in shares of any class during the last six monthsinjunctions; (xh) this Agreement has been or will be by the Corporation is unaware Closing, duly authorized by all necessary corporate action on the part of any information the Corporation, and the Issuer has or facts concerning its business will have by the Closing full corporate power and its operations that has not been disclosed and released authority to undertake the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the SharesPrivate Placement; and (xii) all necessary corporate 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. 3.2 The representations and warranties contained in this section will survive the Closing for a period of one year. 3.3 Upon acceptance of this subscription, the Corporation agrees and undertakes that it shall make it best efforts to authorize this agreement file a registration statement, within a reasonable period of time, with the Securities and Exchange Commission (SEC) of the issuance United States of America for the registration for sale of the Shares comprising the Units and the Shares that may be issued upon the exercise of the Warrants, and shall use its best efforts to keep such registration statement continuously effective under the Securities Act until all securities covered by such registration statement have been taken by sold, or may be sold without volume restrictions pursuant to Rule 144(k) of the SEC. The Corporation and, from its execution by agrees that it shall provide to subscribers the same registration rights provided to the holders of convertible notes of the Corporation, this agreement including the following penalty provision: If: (i) a Registration Statement is not filed on or prior to Xxxxx 00, 0000, (xx) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission within 120 days of its date of filing, (iii) after its date of effectiveness, a Registration Statement ceases for any reason to remain continuously effective as to all securities for which it is required to be effective, or the subscribers are otherwise not permitted to utilize the Prospectus therein to resell such Shares for more than 20 consecutive calendar days or more than an aggregate of 30 calendar days during any 12-month period (which need not be consecutive calendar days) (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) or (ii) the private placement date on which such Event occurs, or for purposes of (iii) the date on which such 20 or 30 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the subscribers may have, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall be duly authorized not have been cured by such date) until the applicable Event is cured, the Corporation shall pay to each subscriber an amount in cash, as partial liquidated damages and shall constitute valid and legally binding obligations not as a penalty, equal to 1.0% of the Corporation enforceable against aggregate purchase price paid by such subscriber pursuant to this Subscription Agreement for any Shares then held by such subscriber, subject to an overall limit of up to 24 months of partial liquidated damages. If the Corporation fails to pay any such partial liquidated damages in accordance with their respective provisionsfull within seven days after the date payable, the Corporation will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the subscriber, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.

Representations, Warranties and Covenants of the Corporation. The Corporation covenantshereby represents, represents warrants, covenants and warrants to the undersigned (which covenants, representations and warranties shall survive Closing) agrees that: (ia) the The Corporation has been duly continued is, and is a validly subsisting corporation under the laws of Canada; (ii) the Corporation has all necessary corporate power and authority to own its assets and to carry on its business as now conducted; (iii) this agreement has been duly authorised by all necessary corporate action on the part of the Corporation; (iv) the execution Closing Date will be, a Foreign Issuer and delivery of this agreement and the fulfillment of the terms hereof and the issue and sale of the Shares by the Corporation as provided in this agreement do not reasonably believes that there is and will not conflict with and do not and will not result be no Substantial U.S. Market Interest in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; Offered Securities; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vib) the Corporation is not now and as a reporting issuer in good standing result of the sale of Offered Securities contemplated hereby will not be required to be registered as an “investment company” under the securities legislation United States Investment Company Act of Alberta1940, Ontario and Quebec as amended; (collectively referred to as c) assuming the “Applicable Securities Legislation”); the issuance accuracy of the Shares representations provided by the Underwriters above, during the period in which the Offered Securities are offered for sale, none of the Corporation, any of its affiliates, or any person acting on its or their behalf has made or will make any Directed Selling Efforts in the United States, or has engaged or will engage in any form of general solicitation or general advertising (as those terms are used in Regulation D) or in any conduct involving a public offering within the meaning of Section 4(2) of the U.S. Securities Act in connection with the offer or sale of the Offered Securities in the United States or has taken or will take any action that would cause the applicable exemption afforded by the U.S. Securities Act or Regulation S to be unavailable; (d) the Offered Securities are not, and as of the closing will not contravene any provisions of the Applicable Securities Legislationbe, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares no securities of the same class as the Shares Offered Securities are or shares will be, (i) listed on a national securities exchange in the United States registered under Section 6 of other class the U.S. Exchange Act, (ii) quoted in an “automated inter-dealer quotation system”, as such term is used in the U.S. Exchange Act, or securities (iii) convertible or exchangeable at an effective conversion premium (calculated as specified in shares paragraph (a)(6) of Rule 144A) of less than ten percent for securities so listed or quoted, and (e) in connection with offers and sales of the Offered Securities outside the United States, the Corporation, its affiliates and any person acting on its or their behalf have complied and will comply with the requirements for an offshore transaction (as that term is used in Regulation S). 2. Except with respect to offers and sales in accordance with this Schedule C to Qualified Institutional Buyers in reliance upon an exemption from the registration requirements of the U.S. Securities Act available under Rule 144A, and in compliance with any applicable state securities laws, neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, the U.S. Affiliates or any Selling Firm, in respect of which no representation is made), has made or will make: (a) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to a person in the United States; or (b) any sale of Offered Securities unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States or (ii) the Corporation, its affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States. 3. For so long as any of the Offered Securities are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and if the Corporation is not subject to and in compliance with the reporting requirements of Section 13 or Section 15(d) of the U.S. Exchange Act or exempt from such reporting requirements by virtue of compliance with Rule 12g3-2(b) thereunder, the Corporation will provide to any holder of such Offered Securities, or to any prospective purchaser of such Offered Securities designated by such holder, upon the request of such holder or prospective purchaser, at or prior to the time of resale, the information required to be provided by Rule 144A(d)(4) under the U.S. Securities Act. 4. The Corporation has not offered, sold or solicited, and will not offer or sell or solicit, any offer to buy any securities of the Corporation of the same or similar class in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the applicable exemptions from registration to become unavailable with respect to the offer and sale of the Offered Securities in the United States or which would cause the exclusion or exemption from registration set forth in Rule 144A or Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Securities or that would otherwise require registration under the U.S. Securities Act of offers and sales of the Offered Securities made pursuant to and in accordance with this Agreement. 5. The Corporation will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable blue sky laws. 6. None of the Corporation or any of its predecessors or affiliates has been subject to any order, judgment, or decree of any class during court of competent jurisdiction temporarily, preliminarily, or permanently enjoining such person for failure to comply with Rule 503 under Regulation D. In connection with the last six monthsprivate placement in the United States of the 5.75% Convertible Unsecured Subordinated Debentures (the “Offered Securities”) of Just Energy Group Inc. (the “Corporation”) pursuant to the Underwriting Agreement dated September 7, 2011 among the Corporation and the Underwriters named therein (the “Underwriting Agreement”), each of the undersigned does hereby certify to the Corporation as follows: (a) [Name of U.S. Affiliate] (the “U.S. Affiliate”) is, and at all relevant times was, a duly registered broker or dealer with the United States Securities and Exchange Commission and is a member of and in good standing with the Financial Industry Regulatory Authority on the date hereof and the date on which each offer was made by it in the United States, and all offers and sales of the Securities in the United States have been effected by U.S. Affiliate in accordance with all U.S. federal and state broker-dealer requirements; (xb) each offeree was provided with a copy of the U.S. Private Placement Memorandum, including the Prospectus, for the offering of the Offered Securities in the United States, and no other written material has been used by us in connection with the offering and sale of the Offered Securities; (c) immediately prior to our transmitting the preliminary and final U.S. Private Placement Memorandum to such offerees, we had reasonable grounds to believe and did believe that the offeree was a Qualified Institutional Buyer (as defined in Rule 144A under the U.S. Securities Act) and, on the date hereof, we continue to believe that each such person in the United States or offered Offered Securities in the United States that is purchasing Offered Securities from us is a Qualified Institutional Buyer; (d) no form of general solicitation or general advertising (as those terms are used in Regulation D under the U.S. Securities Act) was used by us, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer or sale of the Offered Securities in the United States; (e) the Corporation is unaware offering of any information or facts concerning its business and its operations that the Offered Securities in the United States has not been disclosed and released to conducted by us in accordance with the public and which, if known to terms of the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the SharesUnderwriting Agreement including Schedule C thereto; and (xif) all necessary corporate proceedings to authorize this agreement and neither we nor any Selling Firm (as defined in the issuance Underwriting Agreement), nor any of our or their affiliates, have taken or will take any action which would constitute a violation of Regulation M under the Shares have been taken by the Corporation andU.S. Securities Exchange Act of 1934, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisionsas amended.

Representations, Warranties and Covenants of the Corporation. The By execution of this Subscription Agreement, the Corporation covenantshereby represents, represents warrants and warrants covenants and agrees to and with the undersigned Subscriber (which covenants, representations and warranties shall survive Closingacknowledges that the Subscriber is relying thereon) that: (ia) the Corporation has the full corporate power and authority to incur (or be deemed to incur) prior to the Termination Date and renounce to the Subscriber with an effective date no later than December 31, 2023, Qualifying Expenses in an amount equal to the Commitment Amount; (b) the expenditures renounced hereunder will be Qualifying Expenses; (c) it will keep proper books, records and accounts of all Qualifying Expenses and all transactions affecting the Commitment Amount and the Qualifying Expenses, and upon reasonable notice, make such books, records and accounts available for inspection by or on behalf of the Subscriber at the Subscriber’s expense; (d) it will incur (or be deemed to incur), during the Expenditure Period, Qualifying Expenses in connection with exploration work primarily targeting Critical Minerals on the Corporation’s properties in such amount that enables the Corporation to renounce to the Subscriber, in accordance with the Tax Act and this Subscription Agreement, Qualifying Expenses in an amount equal to the Commitment Amount; (e) subject to the representations of the Subscriber in Section 5 of this Schedule A hereof being true at all material times, it will renounce, in accordance with the Tax Act and this Subscription Agreement, to the Subscriber effective on or before December 31, 2023, Qualifying Expenses which have been duly continued incurred (or are deemed to have been incurred), or which the Corporation plans to incur (or be deemed to incur), during the Expenditure Period in an amount equal to the Commitment Amount; (f) the Corporation has obtained a certification by a “qualified professional engineer or professional geoscientist” as defined in subsection 127(9) of the Tax Act, completed in prescribed manner and form, that the Qualifying Expenses to be renounced to the Subscriber will be incurred pursuant to an exploration plan that primarily targets Critical Minerals; (g) it will file with the CRA, the form prescribed by subsection 66(12.68) of the Tax Act together with copy of this Subscription Agreement and any “selling instrument” contemplated by such legislation within the time period prescribed by law; (h) it will file with the CRA, the Prescribed Forms on or before the last day of the first month following each month in which any renunciation is made pursuant to the terms of this Subscription Agreement; (i) it will timely file all forms and any supporting documentation required under the Tax Act and any corresponding provincial legislation, including prescribed forms, necessary to effectively renounce Qualifying Expenses equal to the Commitment Amount to the Subscriber as provided herein and to provide the Subscriber with a copy of all such forms as are required to be provided on a timely basis and in any event before March 1, 2024; (j) the Corporation will file with the CRA, before March of the calendar year following a particular calendar year, any return required to be filed under Part XII.6 of the Tax Act in respect of the particular calendar year, and will pay any tax or other amount owing in respect of that return on a timely basis; (k) it will not be subject to the provisions of subsection 66(12.67) of the Tax Act in a manner which impairs its ability to renounce Qualifying Expenses to the Subscriber in an amount equal to the Commitment Amount; (l) except as a result of any Follow-on Transaction or any agreement, arrangement, undertaking or understanding to which the Corporation is not a party and of which it has no knowledge, and provided that the Subscriber is not in breach of any of its representations, warranties, covenants or certifications under this Subscription Agreement which would prevent the renunciation of Qualifying Expenses to the Subscriber or cause the Flow-Through Shares to be “prescribed shares” (including, without limitation, the Subscriber’s representations and warranties in Section 5 of this Schedule A), upon issuance, the Flow-Through Shares will be “flow-through shares” as defined in subsection 66(15) of the Tax Act and not “prescribed shares” or “prescribed rights”, respectively, within the meaning of section 6202.1 of the Tax Regulations; (m) to the best of the Corporation’s knowledge, the Corporation does not have and will not have prior to the Termination Date a Prescribed Relationship with the Subscriber; (n) the Corporation is a “principal-business corporation” as defined in subsection 66(15) of the Tax Act and will continue to be a “principal-business corporation” until such time as all of the Qualifying Expenses required to be renounced under this Subscription Agreement have been incurred (or deemed to be incurred) and validly subsisting corporation under renounced pursuant to the laws Tax Act; (o) the Corporation has no reason to believe that it will be unable to incur (or be deemed to incur) during the Expenditure Period, or that it will be unable to renounce to the Subscriber effective on or before December 31, 2023, Qualifying Expenses in an aggregate amount equal to the Commitment Amount and the Corporation has no reason to expect any reduction of Canadasuch amount by virtue of subsection 66(12.73) of the Tax Act (or any corresponding provincial legislation); (p) the Corporation shall deliver to the Subscriber, before March 1, 2024, the relevant Prescribed Forms, fully completed and executed, renouncing to the Subscriber Qualifying Expenses in an amount equal to the Commitment Amount with an effective date of no later than December 31, 2023 such delivery constituting the authorization of the Corporation to the Subscriber to file such Prescribed Forms with the relevant taxation authorities; (q) all the Qualifying Expenses to be renounced by the Corporation to the Subscriber pursuant to this Subscription Agreement: (i) will constitute Qualifying Expenses on the effective date of the renunciation which is to be no later than December 31, 2023; (ii) will not include expenses that are prescribed to constitute “Canadian exploration and development overhead expenses” (as defined in the Tax Regulations for purposes of paragraph 66(12.6)(b) of the Tax Act) of the Corporation has all necessary corporate power or amounts which constitute specified expenses for seismic data described in paragraph 66(12.6)(b.1) of the Tax Act or any expenses for prepaid services or rent that do not qualify as outlays and authority to own its assets and to carry on its business expenses for the period as now conducteddescribed in the definition of “expense” in subsection 66(15) of the Tax Act; (iii) this agreement will not include any amount that has previously been duly authorised renounced by all necessary corporate action on the part of Corporation to the CorporationSubscriber or to any other person; (iv) the execution and delivery of this agreement and the fulfillment of the terms hereof and the issue and sale of the Shares would be deductible by the Corporation in computing its income for the purposes of Part I of the Tax Act but for the renunciation to the Subscriber; and (v) will qualify, once renounced by the Corporation, as FTCMME. (r) except if required under the Tax Act, the Corporation shall not reduce the amount renounced to the Subscriber pursuant to subsection 66(12.6) of the Tax Act. If the Corporation is required under the Tax Act or otherwise to reduce the amount renounced to the Subscriber, the reduction shall be made pro rata by the number of Flow-Through Shares issued or to be issued pursuant to this Subscription Agreement and the Other Agreements only after it has first reduced to the extent possible all Qualifying Expenses renounced to Persons (other than the Subscriber and the subscribers under the Other Agreements) under any agreements relating to shares or rights that are “flow-through shares” as defined in subsection 66(15) of the Tax Act entered into after the Closing Date; (s) if the Corporation does not renounce to the Subscriber effective on or before December 31, 2023, Qualifying Expenses equal to the Commitment Amount, the Corporation shall, provided the Subscriber is not in this agreement do not and will not conflict with and do not and will not result in a breach of any of its representations, warranties and covenants under this Subscription Agreement that would prevent the termsrenunciation of such expenses to the Subscriber, conditions indemnify and hold harmless the Subscriber and each of the partners thereof if the Subscriber is a partnership or a limited partnership (for the purposes of this paragraph each an “Indemnified Person”) as to, and pay to the Indemnified Person on or before the 20th Business Day following the date the amount is definitively determined, but in any event no later than July 1, 2024, an amount equal to the amount of any tax (within the meaning of paragraph (c) of the definition of “excluded obligation” at subsection 6202.1(5) of the Tax Regulations) payable under the Tax Act (and under the corresponding provincial legislation) by any Indemnified Person as a consequence of such failure. In the event that the amount renounced by the Corporation to the Subscriber is reduced pursuant to subsection 66(12.73) of the Tax Act, the Corporation shall indemnify and hold harmless each Indemnified Person as to, and pay to the Indemnified Person on or before the 20th Business Day following the date the amount is assessed by the CRA pursuant to a notice of assessment or reassessment or otherwise determined and communicated in writing to the Corporation, an amount equal to the amount of any tax (within the meaning of paragraph (c) of the definition of “excluded obligation” at subsection 6202.1(5) of the Tax Regulations) payable under the Tax Act (and under the corresponding provincial legislation) by the Indemnified Person as a consequence of such reduction. This indemnity is in addition to and not in derogation of any other recourse, rights or remedies the Subscriber may have against the Corporation. For certainty, the foregoing indemnity shall have no force or effect and the Subscriber shall not have any recourse or rights of action to the extent that such indemnity would otherwise cause the Flow-Through Shares to be “prescribed shares” or “prescribed rights” within the meaning of section 6202.1 of the Tax Regulations. To the extent that any Person entitled to be indemnified hereunder is not a party to this Subscription Agreement, the Subscriber shall obtain and hold the rights and benefits of this Subscription Agreement in trust for, and on behalf of, such Person and such Person shall be entitled to enforce the provisions of this section notwithstanding that such person is not a party to this Subscription Agreement; (t) the current constating documentsCorporation shall incur (or be deemed to incur) and renounce Qualifying Expenses pursuant to this Subscription Agreement and the Other Agreements, bypro rata by the number of such shares issued or to be issued pursuant thereto, before incurring (or being deemed to incur) and renouncing Qualifying Expenses pursuant to any other agreement that the Corporation may enter into after the Closing Date with any Person with respect to the issue of “flow-laws and resolutions through shares” as defined in subsection 66(15) of the Tax Act; (u) the Corporation shall not enter into any other agreement which would prevent or breach any material contracts restrict its ability to renounce Qualifying Expenses to the Subscriber effective on or outstanding debts or equity securities before December 31, 2023, in the amount of the CorporationCommitment Amount; (v) if the Shares willCorporation receives, upon payment thereforor becomes entitled to receive, assistance as defined in subsection 66(15) of the Tax Act that may reasonably be validly issued as fully paid and non-assessablerelated to the Qualifying Expenses which could otherwise affect the amount that could be renounced to the Subscriber pursuant to this Subscription Agreement, the Corporation shall, to the extent that it is commercially reasonable to do so, incur (or be deemed to incur) additional Qualifying Expenses using funds from other sources in such amount that enables the Corporation to renounce to the Subscriber, with an effective date no later than December 31, 2023, Qualifying Expenses in an amount equal to the Commitment Amount; (viw) the Corporation is a reporting issuer in good standing under shall use an amount equal to the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); gross proceeds from the issuance of the Flow-Through Shares will not contravene any provisions of for the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements exploration programs of the Corporation and to be conducted on the report to shareholders for Corporation’s properties located in the period province of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six monthsManitoba; (x) if the Corporation is unaware of amalgamates with any information one or facts concerning its business and its operations that has not been disclosed and released more companies, any shares issued to or held by the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying Subscriber as a replacement for the SharesFlow-Through Shares as a result of such amalgamation will qualify, by virtue of subsection 87(4.4) of the Tax Act, as “flow-through shares” and in particular will not be “prescribed shares” as defined in section 6202.1 of the Tax Regulations; and (xiy) all necessary corporate proceedings the Flow-Through Shares shall not be subject to authorize this agreement and any resale restrictions pursuant to either (i) the issuance regulations of any applicable stock exchange; or (ii) in the Shares have been taken by event that the Corporation andSubscriber is a Manitoba Investor, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations Section 2.5(2) of the Corporation enforceable against the Corporation in accordance with their respective provisionsNational Instrument 45-102.

Representations, Warranties and Covenants of the Corporation. 3.1 The Corporation covenantsrepresents, represents warrants and warrants to covenants that, as of the undersigned (which covenants, representations date given above and warranties shall survive at the Closing) that: (ia) the Corporation has been duly continued and is a validly valid and subsisting corporation incorporated and in good standing under the laws of Canadathe State of Delaware; (iib) the Corporation has all necessary corporate power is duly registered and authority to own its assets and licensed to carry on its business as now conductedin the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction; (iiic) this agreement has been duly authorised by all necessary corporate action on the part Corporation will reserve or set aside sufficient shares in its treasury to issue the Shares and the Warrant Shares, not later than the date of the Corporation; (iv) the execution and delivery of this agreement and the fulfillment effectiveness of the terms hereof registration statement, that may be acquired hereunder, and upon their issuance the issue Shares comprising the Units will be duly and sale validly issued as fully paid and non-assessable, and when issued in accordance with the proper exercise of the Warrants, the Warrant Shares by the Corporation as provided in this agreement do not issuable thereunder shall be duly and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vid) the Corporation has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions in relation to the issue of its securities and in all matters relating to the Offering; (e) the issue and sale of the Units 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 of the Corporation’s incorporating documents or any agreement or instrument to which the Corporation is a party or by which it is bound; (f) the Corporation is not a reporting issuer in good standing under party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance best of the Shares will not contravene any provisions of the Applicable Securities LegislationCorporation’s knowledge no such actions, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchangesuits or proceedings are contemplated or have been threatened; (viiig) the unaudited consolidated financial statements of there are no judgments against the Corporation and which are unsatisfied, nor is the report Issuer subject to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares consent decrees or shares of other class or securities convertible or exchangeable in shares of any class during the last six monthsinjunctions; (xh) this Agreement has been or will be by the Corporation is unaware Closing, duly authorized by all necessary corporate action on the part of any information the Corporation, and the Issuer has or facts concerning its business will have by the Closing full corporate power and its operations that has not been disclosed and released authority to undertake the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the SharesOffering; and (xii) all necessary corporate proceedings to authorize this agreement and the issuance 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. 3.2 The representations and warranties contained in this section will survive the Closing for a period of one year. 3.3 Upon acceptance of this subscription, the Corporation agrees and undertakes that it shall make it best efforts to file a registration statement, within a reasonable period of time, with the Securities and Exchange Commission (SEC) of the United States of America for the registration for sale of the Subscriber’s Shares and Warrant Shares, and shall use its best efforts to keep such registration statement continuously effective under the 1933 Act until the earlier of the date where all securities covered by such registration statement have been taken by sold, and 24 months from the date of Closing. The Corporation and, from its execution by agrees that it shall provide to the Subscriber the same registration rights provided to the holders of convertible notes of the Corporation, this agreement including the following penalty provision: (i) a Registration Statement is not filed on or prior to June 30, 2007, (ii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission within 120 days of its date of filing, (iii) after its date of effectiveness, a Registration Statement ceases for any reason to remain continuously effective as to all securities for which it is required to be effective, or the subscribers are otherwise not permitted to utilize the Prospectus therein to resell such Shares for more than 20 consecutive calendar days or more than an aggregate of 30 calendar days during any 12-month period (which need not be consecutive calendar days) (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) or (ii) the private placement date on which such Event occurs, or for purposes of (iii) the date on which such 20 or 30 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the subscribers may have, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall be duly authorized not have been cured by such date) until the applicable Event is cured, the Corporation shall pay to each subscriber an amount in cash, as partial liquidated damages and shall constitute valid and legally binding obligations not as a penalty, equal to 1.0% of the Corporation enforceable against aggregate purchase price paid by such subscriber pursuant to this Subscription Agreement for any Shares then held by such subscriber, subject to an overall limit of up to 24 months of partial liquidated damages. If the Corporation fails to pay any such partial liquidated damages in accordance with their respective provisionsfull within seven days after the date payable, the Corporation will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the subscriber, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.

Representations, Warranties and Covenants of the Corporation. The By accepting this Subscription Agreement, the Corporation covenants, represents and warrants to the undersigned (which covenants, representations and warranties shall survive Closing) thatSubscriber as follows: (ia) the Corporation has been duly continued incorporated and is a validly subsisting corporation and in good standing under the laws of Canada; (ii) its incorporation and the Corporation has all necessary requisite corporate power and authority capacity to own its assets enter into, and has all requisite corporate power and capability to carry on out its business as now conductedobligations under, this Subscription Agreement; (iiib) this agreement has been duly authorised by all necessary corporate action on the part of Closing Date, the Corporation; (iv) Corporation will have taken all corporate steps and proceedings necessary to approve the transactions contemplated hereby, including the execution and delivery of this agreement and Subscription Agreement; (c) no order ceasing or suspending trading in the fulfillment securities of the terms hereof Corporation nor prohibiting the sale of such securities has been issued to the Corporation or its directors, officers or promoters and, to the best of the knowledge of the Corporation, no investigations or proceedings for such purposes are pending or threatened; (d) the Corporation has full corporate power and authority to undertake the Offering of Units contemplated hereby and to issue the Flow-Through Shares; (e) as of the date hereof, the taxable capital amount of the Corporation, as that expression is defined under subsection 66(12.6011) of the Act, does not exceed $15,000,000 for the purpose of determining the Corporation's right to renounce Qualifying CDE to the Subscriber pursuant to subsection 66(12.601) of the Tax Act; (f) at the Closing Time, the Units will be duly and validly created, authorized and issued as fully paid and non-assessable Common Shares; (g) the Corporation has complied and will comply with all applicable corporate and Securities Laws in connection with the offer, sale and issuance of the Units; (h) the issuance and sale of the Flow-Through Shares by and the Corporation as provided in this agreement do incurring and renouncing of Qualifying Expenditures to the Subscriber pursuant hereto does not and will not conflict with and do does not and will not result in a breach of any of the terms, conditions or provisions of the current its constating documents, by-laws and resolutions of the Corporation documents or breach any material contracts agreement or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) instrument to which the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchangeparty; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ixi) the Corporation has not made received notice from any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable applicable regulatory authority that it is in shares material default of any class during the last six monthsapplicable Securities Laws; (xj) the Corporation is unaware is, and, at all material times will be, a Principal-Business Corporation; (k) except as a result of any information or facts concerning its business agreement to which the Corporation is not a party and its operations that of which the Corporation has no knowledge, the Flow-Through Shares will, at the time of issuance, be "flow-through shares" as defined in subsection 66(15) of the Tax Act, and will not been disclosed and released constitute "prescribed shares" for the purpose of Regulation 6202.1 of the regulations to the public and which, if known Tax Act; (l) the Corporation will not be subject to the Purchaser, could reasonably deter provisions of subsection 66(12.67) of the Purchaser from subscribing and paying for Tax Act in a manner which impairs the Sharesability to renounce Qualifying Expenditures to the Subscriber in an amount equal to the Flow-Through Subscription Amount; and (xim) all necessary corporate proceedings Qualifying Expenditures renounced to authorize the Subscriber pursuant to this agreement and Subscription Agreement would be expenses that, but for the issuance renunciation to the Subscriber would be entitled to deduct in computing its income for the purposes of Part I of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisionsTax Act.

Representations, Warranties and Covenants of the Corporation. 3.1 The Corporation covenantsrepresents, represents warrants and warrants to covenants that, as of the undersigned (which covenants, representations date given above and warranties shall survive at the Closing) that: (ia) the Corporation has been duly continued and is a validly valid and subsisting corporation incorporated under the laws of Canadathe State of Nevada; (iib) the Corporation has all necessary corporate power is, where required, duly registered and authority to own its assets and licensed to carry on its business as now conducted; (iii) this agreement has been duly authorised by all necessary corporate action in the jurisdictions in which it carries on business or owns property where required under the part laws of that jurisdiction, except where in failure to so register will not have a material adverse effect on the Corporation; (ivc) the execution and delivery of this agreement and Corporation has sufficient non-issued shares in its authorized share capital to issue the fulfillment Units, including the Shares that are issuable upon the proper exercise of the terms hereof Warrants, and upon their issuance the issue Shares comprising the Units will be duly and sale validly issued as fully paid and non-assessable, and when issued in accordance with the proper exercise of the Shares by Warrants, including the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the termspayment , conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, issuable thereunder shall be duly and validly issued as fully paid and non-assessable; (vid) the Corporation has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions in relation to the issue of its securities and in all matters relating to the Private Placement; (e) the issue and sale of the Units 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 of the Corporation's incorporating documents or any agreement or instrument to which the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchangeparty or by which it is bound; (viiif) except as disclosed in the unaudited consolidated Corporations filings with the Commission, the Corporation is not a party to any actions, suits or proceedings which could materially affect its business or financial statements condition, and except for the events already disclosed by the Corporation, to the best of the Corporation and the report to shareholders for the period of nine months ended August 31Corporation's knowledge no such actions, 2001, as provided to HEARx Ltd. (the “Purchaser”) suits or proceedings are complete, true and accurate and they contemplated or have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six monthsthreatened; (xg) this Agreement has been or will be by the Corporation is unaware Closing, duly authorized by all necessary corporate action on the part of any information the Corporation, and the Issuer has or facts concerning its business will have by the Closing full corporate power and its operations that has not been disclosed and released authority to undertake the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the SharesPrivate Placement; and (xih) all necessary corporate 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 to authorize for such purposes are pending or threatened. 3.2 The representations and warranties contained in this agreement section will survive the Closing for a period of one year. 3.3 Upon acceptance of this subscription, the Corporation agrees and undertakes that it shall file a registration statement within 30 days with the issuance Commission and ensure that such Registration Statements is declared effective by the Commission within 100 days thereafter, for the registration for resale of the Shares comprising the Units and the Shares that may be issued upon the exercise of the Warrants, and shall keep such registration statement continuously effective under the Securities Act until all securities covered by such registration statement have been taken sold, or may be sold without volume restrictions pursuant to Rule 144(k) of the SEC. The date the shares be sold under Rule 144(k) shall be called the "Release Date". Notwithstanding anything to the contrary, if: (i) a Registration Statement is not filed on or prior to 30 days form the date herein, (ii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission within 100 days, (iii) after its date of effectiveness, a Registration Statement ceases for any reason to remain continuously effective as to all securities for which it is required to be effective, or the subscribers are otherwise not permitted to utilize the Prospectus therein to resell such Shares for more than 30 consecutive calendar days or more than an aggregate of 90 calendar days during any 12-month period (which need not be consecutive calendar days) (any such failure or breach being referred to as an "Event", and for purposes of clause (i) or (ii) the date on which such Event occurs, or for purposes of (iii) the date on which such 20 or 30 calendar day period, as applicable, is exceeded being referred to as "Event Date"), then in addition to any other rights the subscribers may have, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the subscribers may require the Corporation andto pay to each subscriber an amount in cash, from its execution a penalty, equal to 1.5% of the aggregate purchase price paid by the Corporation, Subscriber pursuant to this agreement and Subscription Agreement for any Shares then held by such subscriber until the private placement shall be duly authorized and shall constitute valid and legally binding obligations of Release Date. If the Corporation enforceable against fails to pay any such penalty in full within seven days after the date of notice thereof, the Corporation will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the subscriber, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in accordance with their respective provisionsfull. The penalty pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.

Representations, Warranties and Covenants of the Corporation. The By execution of this Subscription Agreement, the Corporation covenants, represents hereby agrees with the Subscriber that the Subscriber shall have the benefit of the representations and warrants warranties made by the Corporation below and to the undersigned (which covenantsUnderwriter as set forth in the Underwriting/Agency Agreement, and acknowledges that the Subscriber is relying on such representations and warranties in connection with the transactions contemplated herein. Such representations and warranties shall survive Closingbe true and accurate in all material respects and shall continue in full force and effect for the benefit of the Subscriber in accordance with the Underwriting/Agency Agreement. The representations, warranties and covenants made by the Corporation to the Underwriter in the Underwriting/Agency Agreement are hereby incorporated by reference such that they form an integral part of this Agreement. The Corporation represents and warrants to, and covenants with, the Subscriber as follows: (a) thatUpon issue, the Flow-Through Shares will be “flow-through shares” as defined in subsection 66(15) of the Tax Act and are not and will not be “prescribed shares” within the meaning of section 6202.1 of the regulations to the Tax Act. The Corporation does not have and will not have prior to the Termination Date a Prescribed Relationship with the Subscriber and if the Subscriber is a partnership, with a partner or limited partner of such partnership. (b) The Corporation is a “principal-business corporation” as defined in subsection 66(15) of the Tax Act and will continue to be a “principal-business corporation” until such time as all of the Resource Expenses required to be renounced under this Subscription Agreement have been incurred and validly renounced pursuant to the Tax Act. (c) The Corporation has no reason to believe that it will be unable to: (i) incur, on or after the Closing Date and on or before the Termination Date, or (ii) renounce to the Subscriber effective on or before December 31, 2008, Resource Expenses in an aggregate amount equal to the Subscription Price, and the Corporation has no reason to expect any reduction of such amount by virtue of subsection 66(12.73) of the Tax Act. (d) The Corporation hereby agrees to incur Resource Expenses in an amount equal to the Subscription Price on or before the Termination Date in accordance with this Subscription Agreement and agrees to renounce to the Subscriber, on or before March 31, 2009 with an effective date no later than December 31, 2008, pursuant to subsections 66(12.6) and in respect of Resource Expenses incurred by the Corporation in 2009, pursuant to subsections 66(12.6) and 66(12.66) of the Tax Act, Resource Expenses incurred or to be incurred in an amount equal to the Subscription Price. (e) The Corporation shall deliver to the Subscriber, on or before March 31, 2009, the relevant Prescribed Forms, fully completed and executed, renouncing to the Subscriber, Resource Expenses in an amount equal to the Subscription Price with an effective date of no later than December 31, 2008, such delivery constituting the authorization of the Corporation to the Subscriber to file such Prescribed Forms with the relevant taxation authorities. (f) The Resource Expenses to be renounced by the Corporation to the Subscriber: (i) will constitute CEE on the Corporation has been duly continued and is a validly subsisting corporation under effective date of the laws of Canadarenunciation; (ii) will not include expenses that are “Canadian exploration and development overhead expenses” (as defined in the Corporation has all necessary corporate power regulations to the Tax Act for purposes of paragraph 66(12.6)(b) of the Tax Act) of the Corporation, the amount of any assistance described in paragraph 66(12.6)(a) of the Tax Act, amounts which constitute specified expenses for seismic data described in paragraph 66(12.6)(b.1) of the Tax Act or any expenses for prepaid services or rent that do not qualify as outlays and authority to own its assets and to carry on its business expenses for the period as now conducteddescribed in the definition of “expense” in subsection 66(15) of the Tax Act; (iii) this agreement will not include any amount that has previously been duly authorised renounced by all necessary corporate action on the part of Corporation to the CorporationSubscriber or to any other Person; (iv) the execution and delivery of this agreement and the fulfillment of the terms hereof and the issue and sale of the Shares would be deductible by the Corporation in computing its income for the purposes of Part I of the Tax Act but for the renunciation to the Subscriber; and (v) will not be subject to any reduction under subsection 66(12.73) of the Tax Act. (g) The Corporation shall not reduce the amount renounced to the Subscriber pursuant to subsection 66(12.6) of the Tax Act. (h) The Corporation shall not be subject to the provisions of subsection 66(12.67) of the Tax Act in a manner which impairs its ability to renounce Resource Expenses to the Subscriber in an amount equal to the Subscription Price. (i) The Corporation acknowledges that it is not now entitled to receive any assistance, as defined in the Tax Act, in respect of the Resource Expenses. If the Corporation receives, or becomes entitled to receive, any government assistance which is described in paragraph (a) of the definition of “excluded obligation” in subsection 6202.1(5) of the regulations made under the Tax Act and the receipt of or entitlement to receive such government assistance has or will have the effect of reducing the amount of CEE validly renounced to the Subscriber hereunder to less than the aggregate of the Subscription Price, the Corporation will incur additional Resource Expenses on or before the time it renounces the Resource Expenses to the Subscriber pursuant to their Subscription Agreement in an amount sufficient to allow it to renounce to the Subscriber, the Subscription Price. (j) The Corporation shall use the gross proceeds of the Offering for general exploration activities on the Corporation’s properties and shall deliver to the Subscriber, on or before March 31, 2009, a list of the provinces, territories or other jurisdictions in Canada where the Corporation has incurred, or intends to incur, Resource Expenses together with the amount incurred in each such province, territory or other jurisdiction of Canada. (k) The Corporation shall file with the CRA within the time prescribed by subsection 66(12.68) of the Tax Act (i) the forms prescribed for the purposes of such legislation, together with a copy of this Subscription Agreement or any "selling instrument" contemplated by such legislation and shall forthwith following such filings provide to the Subscriber a copy of such forms; and (ii) the form prescribed for purposes of subsection 66(12.7) of the Tax Act on or before the last day of the first month after each month in which any renunciation is made pursuant to the terms of this Subscription Agreement. (l) The Corporation will keep proper books, records and accounts in respect of all Resource Expenses and all transactions and events affecting the Subscription Price, the Resource Expenses and the amounts renounced to the Subscriber hereunder, and upon reasonable notice, will, on a timely basis, make such books, records, accounts and any other relevant documents available for inspection and audit by or on behalf of the Subscriber. (m) Neither the Corporation nor any corporation “associated” (as such term is defined in the Tax Act) with the Corporation is a party to any other agreement for the issuance of Flow-Through Shares for which the required expenditures have not been incurred. (n) The Corporation has not and will not enter into transactions or take deductions which would otherwise reduce its cumulative CEE to an extent which would preclude a renunciation of Resource Expenses hereunder in an amount equal to the Subscription Price on or before December 31, 2008. (o) The Corporation shall perform and carry out all acts and things to be completed by it as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities LegislationSubscription Agreement. (viip) the The Corporation will take all steps within its control to list file with the Shares on the Exchange; (viii) the unaudited consolidated financial statements CRA, before March 31 of the Corporation year following a particular year, any return required to be filed under Part XII.6 of the Tax Act in respect of the particular year, and the report to shareholders for the period will pay any tax or other amount owing in respect of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied that return on a consistent basis with prior periodstimely basis. (ixq) If the Corporation has not made amalgamates with any private placement one or more companies, any shares issued to or held by the Subscriber as a replacement for the Flow-Through Shares as a result of shares such amalgamation will qualify, by virtue of subsection 87(4.4) of the same class Tax Act, as Flow-Through Shares and in particular will not be “prescribed shares” as defined in section 6202.1 of the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released regulations to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisionsTax Act.

Representations, Warranties and Covenants of the Corporation. 6.1 The Corporation covenantshereby represents, represents warrants and warrants covenants to each Underwriter, as of the undersigned date hereof, as of the Initial Sale Time and as of the Closing Date (which covenantseach, representations and warranties shall survive Closing) a “Representation Date”), that: : (ia) the Corporation meets the general eligibility requirements for use of Form F-10 under the 1933 Act, and the rules and regulations of the SEC, has filed the Registration Statement in respect of the Notes and has appointed an agent for service of process on Form F-X in connection with the filing of the Registration Statement. The Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been duly continued and is a validly subsisting corporation issued under the laws 1933 Act and no proceedings, including Section 8A proceedings under the 1933 Act, for that purpose have been instituted or are pending or, to the knowledge of Canada; (ii) the Corporation has all necessary corporate power Corporation, are contemplated or threatened by any of the Securities Commissions, and authority to own its assets and to carry on its business as now conducted; (iii) this agreement has been duly authorised by all necessary corporate action any request on the part of the Corporation; (iv) the execution and delivery of this agreement and the fulfillment of the terms hereof and the issue and sale of the Shares by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the termsSecurities Commissions for additional information has been complied with. In addition, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) the Corporation is a reporting issuer in good standing Indenture has been duly qualified under the securities legislation Trust Indenture Act of Alberta1939, Ontario as amended, and Quebec the rules and regulations promulgated thereunder (collectively referred to as the “Applicable Securities LegislationTrust Indenture Act”); (b) at the issuance respective times the Registration Statement and any post-effective amendments thereto became effective and at each Representation Date, the Registration Statement and any amendments thereto complied and will comply in all material respects with the applicable requirements of Applicable Securities Laws; the Registration Statement as of its effective date did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and the Base Prospectus as supplemented by the Prospectus Supplements will not, as of the Shares will filing date of the Prospectus Supplements, as of the Time of Closing, 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, in light of the circumstances under which they were made, not contravene misleading; provided, however, that this representation and warranty shall not apply to any provisions statements or omissions made in reliance upon and in conformity with information furnished in writing to the Corporation by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Base Prospectus or the Prospectus Supplements, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in the last paragraph of Section 1(a) of Schedule B hereto. The Preliminary Prospectus and the Prospectus, at the time each was or hereafter is filed with the OSC and the SEC, complied in all material respects with the Applicable Securities LegislationLaws, as well as and the rules Preliminary Prospectus and policies the Prospectus delivered to the Underwriters for use in connection with the offering of the Exchange and Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares SEC or available on the ExchangeSEDAR; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisions.

Representations, Warranties and Covenants of the Corporation. The Corporation covenantsrepresents, represents warrants, covenants and warrants to the undersigned (which covenants, representations and warranties shall survive Closing) agrees that: (ia) The Corporation is, and at the Corporation has been duly continued time of closing will be, a "foreign issuer" and a “reporting issuer” within the meaning of Regulation S and reasonably believes that there is a validly subsisting corporation under Substantial U.S. Market Interest in the laws of Canada; Offered Shares; (ii) the Corporation has all necessary corporate power and authority to own its assets and to carry on its business as now conducted; (iii) this agreement has been duly authorised by all necessary corporate action on the part of the Corporation; (iv) the execution and delivery of this agreement and the fulfillment of the terms hereof and the issue and sale of the Shares by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vib) the Corporation is not now and as a reporting issuer result of the sale of Offered Shares contemplated hereby will not be, an "investment company" as defined in good standing Section 3 under the securities legislation United States Investment Company Act of Alberta1940, Ontario as amended; and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance c) none of the Shares Corporation, any of its affiliates, or any person acting on their behalf has made or will not contravene make any provisions Directed Selling Efforts, or has engaged or will engage in any form of general solicitation or general advertising (as those terms are used in Regulation D) in the United States in connection with the offer or sale of the Applicable Securities Legislation, as well as the rules and policies Offered Shares. 2. None of the Corporation, any of its affiliates, or any person acting on their behalf (a) has violated or will violate Regulation M under the U.S. Exchange Act in connection with offers and sales of the Offered Shares, or (b) has taken or will take any other regulatory authorities having jurisdiction over action that would cause the exemptions or exclusions from registration provided by Rule 903 of Regulation S or the private placement exemption for offers and sales to Institutional Accredited Investors to be unavailable with respect to offers and sales of the Offered Shares pursuant to this Schedule "A". 3. Other than those offers or sales of securities under an employee benefit plan as defined in Rule 405 under the U.S. Securities Act, the Corporation has not offered or sold any of its securities in the United States during the six months prior to the date of this Agreement, and will be exempt from not, during the registration and prospectus requirements period ending six months after the completion of the Applicable offering of the Offered Shares sell, offer for sale or solicit any offer to buy any of its securities in the United States in a manner that would be integrated with and would cause the exemptions from registration under the U.S. Securities Legislation. Act to be unavailable with respect to the offers and sales of the Offered Shares pursuant to this Schedule "A". In connection with the private placement of the common shares (viithe "Offered Shares") of TransGlobe Energy Corporation (the Corporation will take all steps within its control "Corporation") to, or for the account or benefit of, persons in the United States or U.S. Persons pursuant to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements of Underwriting Agreement dated February 10, 2009 among the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. Underwriters named therein (the “Purchaser”) are complete"Underwriting Agreement"), true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares each of the same class undersigned does hereby certify as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisions.follows:

Representations, Warranties and Covenants of the Corporation. The Corporation covenantsrepresents, represents warrants and warrants covenants to the undersigned (Agent as of the date hereof and as of the Closing Date, which covenantsrepresentations, representations warranties and warranties covenants shall survive Closing) the Closing for a period of two years and any investigation made by the Agent, that: (a) the Corporation is a validly existing corporation in good standing under the laws of the jurisdiction in which it is incorporated, and the Corporation has no subsidiaries; (b) the Corporation is duly qualified and authorized to do business in the jurisdiction(s) in which it carries on business or to own property where required under the laws of the jurisdiction(s) in which any such property is located; (c) the Corporation is current with all material filings required to be made under the laws of any jurisdiction in which it carries on any material business, and the Corporation has all necessary licenses, leases, permits, authorizations and other approvals necessary to permit it to conduct its business as currently conducted, except where the failure to have any such license, lease, permit, authorization or approval would not have a material adverse effect on the Corporation and its business; (d) the audited financial statements of the Corporation as at and for the year ended December 31, 2000 present fairly, in all material respects, the financial position of the Corporation as at that date, and the results of its operations and the changes in its financial position for the 12-month period then ended in accordance with generally accepted accounting principles, and the unaudited financial statements of the Corporation as at and for the nine months ended September 30, 2001 present fairly, in all material respects, the financial position of the Corporation as at that date, and the results of its operations and the changes in its financial position for the nine-month period then ended; since September 30, 2001, there has been no material adverse change in the business, affairs or financial or other condition of the Corporation, except as disclosed in the notes to the financial statements for the nine-month period then ended; (e) the Corporation has all requisite power and authority to carry out its obligations under this Agreement, the Preferred Shares, the Series B Warrants and the Additional Warrants (the Series B Warrants and the Additional Warrants collectively referred to as the "Warrants") including any Preferred Shares, Series B Warrants and Additional Warrants issued to the Agent in satisfaction or partial satisfaction of the Commission, (hereinafter referred to as the "Commission Preferred Shares" and the Series B Warrants and Additional Warrants as the "Commission Warrants", respectively) and any Broker Warrants; (f) this Agreement has been, and the Preferred Shares, Warrants, the Commission Preferred Shares, the Commission Warrants and the Broker Warrants will be on the Closing Date, duly authorized, executed and delivered by the Corporation and constitute or on the Closing Date will constitute, legal, valid and binding obligations of the Corporation enforceable in accordance with their terms except that: (i) the enforcement hereof or thereof may be limited by bankruptcy, insolvency, reorganization and other laws affecting the enforcement of creditors' rights generally, (ii) rights of indemnity thereunder may be limited under applicable law, and (iii) equitable remedies, including without limitation specific performance and injunctive relief, may be granted only in the discretion of a court of competent jurisdiction; (g) the Preferred Shares comprising part of the Units and the Commission Preferred Shares comprising part of any Commission Units are or on the Closing Date will be duly and validly authorized and, when issued and delivered against payment therefor, will be duly and validly issued, fully paid and non-assessable shares in the capital stock of the Corporation; (h) the Corporation will, as soon as reasonably practicable, convene a meeting of shareholders of the Corporation at which the Corporation will place before shareholders a proposal for the Authorized Capital Increase; (i) the Corporation has been duly continued and is a validly subsisting corporation under will use its reasonable best efforts to secure the laws commitment of Canadathose persons who receive shares in the capital stock of the Corporation, in connection with the Corporation's proposed acquisition of certain assets of Phairson Ltd., to vote in favour of the Authorized Capital Increase; (iij) immediately following the Authorized Capital Increase, the Corporation has all necessary corporate power and authority will reserve a sufficient number of Shares unissued as may be required to own its assets and be issued pursuant to carry on its business as now conducted; (iii) this agreement has been duly authorised by all necessary corporate action on the part conversion of the Corporation; (iv) the execution and delivery of this agreement Preferred Shares and the fulfillment Commission Preferred Shares and the exercise of the terms hereof Warrants comprising the Purchased Units, the Commission Warrants comprising the Commission Units and the issue and sale Broker Warrants and, assuming the implementation of the Authorized Capital Increase, when issued and delivered upon such conversion or exercise, such Shares by the Corporation as provided in this agreement do not will be duly and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessableassessable shares in the capital stock of the Corporation; (vik) the authorized capital of the Corporation consists of 43,750,000 Shares and 5,000,000 shares of preferred stock, $.01 par value per share. Of the preferred stock, 500,000 shares have been designated as Series A Convertible Preferred Stock and, on or prior to the Closing Date, not more than 1,124,833 shares will be designated as Preferred Shares. There are 15,343,342 Shares outstanding, no shares of Series A Convertible Preferred Stock or Preferred Shares outstanding (other than Preferred Shares issued or to be issued in the Offering or to Dimotech Limited ("Dimotech"). In addition, the Corporation has (i) outstanding a convertible note held by Dimotech (the "Convertible Note") in the principal amount of $40,000 which is convertible, at the holder's option, into Shares at a price of $1.00 per share or into any class of preferred shares at the price paid by the purchasers thereof; provided, however, that if any such preferred shares are convertible into Shares (as is the case with the Preferred Shares), the holder would be entitled to receive no more than the number of preferred shares which, at the then existing conversion rate, would convert into 40,000 Shares, and (ii) available for issuance pursuant to options which may be granted under its 1992 Stock Option Plan, 2000 Stock Option Plan and 2001 Stock Option Plan, an aggregate of approximately 6,000,000 Shares and outstanding options and warrants to purchase an aggregate of approximately 9,000,000 Shares, of which all outstanding Class A and Class B warrants (to purchase 4,768,000 Shares) are scheduled to expire in March 2002. The Corporation has agreed to grant options to purchase an additional 5,200,000 Shares upon the closing of the Offering, at an exercise price equal to the initial conversion price of the Preferred Shares. The Corporation has agreed to settle a debt of approximately $320,000 owing to a creditor, Polymer Technology Group. The settlement involves a cash payment, issuance of Shares at the market price on the date of the agreement and issuance of a note in principal amount equal to a portion of the debt. The note is convertible into Shares at a price in excess of the current market price; (l) the Corporation is a reporting issuer not, and at the Closing Date will not be: (i) in good standing under the securities legislation breach or violation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance any of the terms or provisions of, or in default under, this Agreement, any other Subscription Agreement for the purchase of Units, the Preferred Shares, the Commission Preferred Shares, the Warrants, the Commission Warrants, the Broker Warrants, any indenture, mortgage, deed of trust or loan agreement, (except as disclosed in the Corporation's SEC filings), other agreement (written or oral) or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject, which breach or violation or the consequences thereof would result in an adverse material change to it or its business; or (ii) in violation of the provisions of its articles, by-laws, resolutions or any statute or any other rule or regulation of any court or governmental agency or body having jurisdiction over it or any of its properties which violation or the consequences thereof would result in a material adverse change to it or its business; (m) the issue and sale of the Units and the issue of Preferred Shares, Commission Preferred Shares, Warrants, Commission Warrants, Broker Warrants, any Shares on the conversion of Preferred Shares or Commission Preferred Shares or the exercise of Warrants, Commission Warrants or Broker Warrants and the performance and consummation of the transactions contemplated herein will not contravene 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 (written or oral) or instrument to which the Corporation or any subsidiary is bound or to which any of the property or assets of the Corporation or any subsidiary is subject, which breach or violation or the consequences thereof would result in a material adverse change to the Corporation and its business, nor will any such action conflict with or, assuming implementation of the Authorized Capital Increase, result in any violation of the provisions of the Applicable Securities Legislationarticles, as well as the rules and policies by-laws or resolutions of the Exchange and Corporation or any statute or any order, rule or regulation of the other regulatory authorities any court or governmental agency or body having jurisdiction over the Corporation or any subsidiary or any of its properties which violation or the consequences thereof would result in a material adverse change to the Corporation and will be exempt from its business; (n) the registration Corporation has established on its books reserves which are adequate for the payment of all taxes not yet due and prospectus requirements payable; there are no liens or other liabilities for taxes on the assets of the Applicable Securities Legislation.Corporation except for taxes not yet due; there are no audits of any of the tax returns of the Corporation which are known by the Corporation's management to be pending and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any government or agency of any deficiency having a material adverse effect on the properties, business or assets of the Corporation; (viio) the Corporation has good and valid title to its properties, leaseholds and assets, including without limitation the properties, leaseholds and assets reflected in the balance sheet as of September 30, 2001 referred to in clause 6(d) above, except properties, leaseholds and assets disposed of since such date at fair market value in the ordinary course of business, and has good title to all its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance, charge, rights of first refusal or options to purchase, whether or not relating to extensions of credit or the borrowing of money, other than as disclosed in such balance sheet except as incurred in the ordinary course of business since the date of such balance sheet, and except in any event (i) for a security interest in the Corporation's tangible assets to secure payment of the Convertible Note, and (ii) where the failure to hold good title or the existence of a mortgage, pledge, lien, lease, encumbrance, charge, right of first refusal or option to purchase would not have a material adverse effect on the Corporation or its business; there exists no condition which interferes with the economic value or use of such properties and assets and all tangible assets are in good working condition and repair (subject to ordinary wear and tear) except where the existence of any such condition would not have a material adverse effect on the Corporation or its business; (p) the Corporation owns, or has applied for registration of, all patents, trade-marks, service marks, trade names, and copyrights necessary for the conduct of its business, except where the failure to so own or apply for registration would not have a material adverse effect on the Corporation or its business; to the best of the knowledge, information and belief of the Corporation none of the past or present activities of the Corporation or the products, services or assets of the Corporation infringe or constitute an unauthorized use of any proprietary rights of others, and the Corporation has not received any notice of infringement of, or conflict with, asserted rights of others with respect to any patent, trade-mark, service mark, trade name, ox xxpyright thxx, individually or in the aggregate, if the subject of an unfavourable decision, ruling, or finding, would result in a material adverse change to the Corporation or its business; (q) the Corporation has taken reasonable measures to protect and preserve the confidentiality of all trade secrets and other non-patented proprietary information of the Corporation, including without limitation the procurement of proprietary invention assignments and non-disclosure and non-competition agreements from employees, consultants, subcontractors, customers and other persons who have access to such information; (r) the Corporation has filed all necessary federal, state and municipal property, income and franchise tax returns and has paid all taxes shown as due thereon or otherwise owed by it to any taxing authority except those contested in good faith and for which appropriate amounts have been reserved in accordance with generally accepted accounting principles; there is no tax deficiency which has been, or to the best of the knowledge, information and belief of the Corporation might be, asserted against the Corporation which would materially affect the business or operations of the Corporation; the Corporation has paid all applicable federal and state payroll and withholding taxes; (s) there is no collective bargaining or other union agreement to which the Corporation is a party or by which it is bound, or which is currently being negotiated; the Corporation does not sponsor, maintain or contribute to any pension, retirement, profit sharing, incentive compensation, bonus or other employee benefit plan, including without limitation any employee benefit plan covered by Title 4 of the Employee Retirement Income Security Act of 1974 ("ERISA") or any "multi-employer plan" as defined in Section 4001(a)(3) of ERISA, or any other employee benefit plan; to the best of the knowledge, information and belief of the Corporation, (i) no employee of the Corporation is a party to or bound by any agreement, contract or commitment, or subject to any restrictions, particularly but without limitation in connection with any previous employment of any such person, which would result in a material adverse change to the Corporation and its business, and (ii) no senior officer has any present intention of terminating his employment with the Corporation, and the Corporation has no present intention of terminating any such employment; (t) there is no adverse claim, action, proceeding or investigation pending or, to the knowledge, information and belief of the Corporation, threatened, which questions the validity of the issue or sale of the Units or the issue of any Preferred Shares, Commission Preferred Shares, Warrants, Commission Warrants, Broker Warrants or any Shares on conversion of the Preferred Shares or the Commission Preferred Shares or exercise of the Warrants, Commission Warrants or Broker Warrants or the validity of any action taken or to be taken by the Corporation in connection with this Agreement or which would result in any material adverse change in the financial condition, results of operations, business or prospects of the Corporation; (u) the Corporation will take all steps within its control to list permit the Shares on the Exchange; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business Agent and its operations that has not been disclosed and released legal counsel to conduct all due diligence which the public and which, if known to the Purchaser, could Agent may reasonably deter the Purchaser from subscribing and paying for the Sharesrequire; and (xiv) all necessary corporate proceedings to authorize this agreement and during the issuance period commencing with the engagement of the Shares have been taken by Agent on June 18, 2001 and ending on the Closing Date, the Corporation andhas informed the Agent in writing of the full particulars of any material change (actual, from its execution by anticipated or threatened) in the assets, liabilities, business or the financial condition of the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisions.

Representations, Warranties and Covenants of the Corporation. The Corporation covenants, hereby represents and warrants to the undersigned Subscriber as of the date hereof (which covenants, representations and warranties shall survive Closingacknowledges that the Subscriber is relying thereon) that: (ia) Each of the Corporation has Corporation, the Parent and the Subsidiary have been duly continued incorporated and organized under the Laws of its jurisdiction of incorporation and is a validly subsisting corporation under the laws of Canada; (ii) the Corporation existing and in good standing and has all necessary requisite corporate power and authority to own its assets and to carry on its business as now conducted;conducted and as presently proposed to be conducted and to own or lease its property and assets. (iiib) this agreement Each of the Corporation, the Parent and the Subsidiary is conducting its business in compliance in all material respects with all applicable Laws of each jurisdiction in which its business is carried on and holds all licences, permits, approvals, consents, certificates, registrations and authorizations, whether governmental, regulatory or otherwise, to enable its business to be carried on, in all material respects, as presently conducted and its properties and assets to be owned, leased and operated. (c) This Subscription Agreement has been duly authorised authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation, enforceable against it in accordance with its terms, subject only to (i) any limitation under applicable laws relating to bankruptcy, insolvency, arrangements or other laws of general application affecting the enforcement of creditors’ rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction. (d) The Corporation has all requisite power and authority (i) to enter into and carry out the provisions of the New First Lien Note Indenture and the Second Supplemental Indenture; and (ii) to create, issue and deliver the New First Lien Notes in accordance with the provisions of this Subscription Agreement and the New First Lien Note Indenture. (e) The execution, delivery and performance by each of the Corporation, the Parent and the Subsidiary of those Transaction Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Corporation’s, the Corporation; (iv) the execution and delivery of this agreement Parent’s and the fulfillment of the terms hereof and the issue and sale of the Shares by the Corporation Subsidiary’s part, as provided in this agreement do not and will not conflict with applicable, and do not and will not result in a breach by the Corporation, the Parent or the Subsidiary of, and do not create a state of facts which, after notice or lapse of time or both, will result in a breach by the Corporation or the Parent of and do not and will not conflict with or constitute a default under: (i) the constating documents or by-laws of the Corporation, the Parent or the Subsidiary, any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation board of directors (or breach any material contracts committee thereof) or outstanding debts or equity securities shareholders of the Corporation;, the Parent or the Subsidiary or any of the terms, conditions or provisions of any material contract, material indenture, mortgage, note, joint venture or partnership arrangement, agreement (written or oral), instrument or lease to which the Corporation, the Parent or the Subsidiary is party or by which the Corporation, the Parent or the Subsidiary is bound; or (vii) any Law or any judgment or decree of any other governmental body, agency or court having jurisdiction over the Corporation, the Parent or the Subsidiary or any material license or permit required to enable the Corporation, the Parent or the Subsidiary to own its assets or carry on its business. (f) When executed and delivered, the New First Lien Note Indenture and the Second Supplemental Indenture will constitute legal, valid and binding obligations of the Corporation, enforceable against it in accordance with their terms, subject only to (i) any limitation under applicable laws relating to bankruptcy, insolvency, arrangements or other laws of general application affecting the enforcement of creditors’ rights, and (ii) the Shares will, upon payment therefor, be validly issued discretion that a court may exercise in the granting of equitable remedies such as fully paid specific performance and non-assessable;injunction. (vig) the Corporation Parent is a reporting issuer (or equivalent where applicable) in good standing in all of the provinces of Canada other than Quebec. Parent is in compliance in all material respects with all continuous and timely disclosure obligations under the securities legislation of Alberta, Ontario and Quebec applicable Securities Laws. (collectively referred to as the “Applicable Securities Legislation”); the h) The issuance of the Shares will not contravene any provisions New First Lien Notes by the Corporation to the Subscriber in accordance with the terms of this Subscription Agreement and the New First Lien Note Indenture has been authorized by all necessary action of the Applicable Securities LegislationCorporation, as well as the rules and policies upon payment of the Exchange Subscription Price, the New First Lien Notes will be validly issued and outstanding. (i) There is no action, suit, proceeding or investigation pending or, to the knowledge of the officers of the Corporation, threatened, against or affecting the Corporation, the Parent or any of its subsidiaries or any of the properties or assets of the Corporation, the Parent or of any of its subsidiaries or before any Governmental Entity, which is, or would reasonably be expected to be, material and adverse to the Parent and its subsidiaries (including the Corporation and the Subsidiary), on a consolidated basis, or does, or would reasonably be expected to, materially and adversely affect the consummation of the transactions contemplated by the Transaction Agreements. (j) No consent, approval, order or authorization of, or declaration with any Governmental Entity or any third party is required by or with respect to the Corporation or any of its affiliates in connection with the execution and delivery of the Transaction Agreements or the consummation of the transactions by the Corporation and its affiliates contemplated hereby and thereby, other than, in the case of this Subscription Agreement, the consents, approvals, or authorizations that may be required by applicable Securities Laws and in the case of the other regulatory authorities having jurisdiction over Transaction Agreements, the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislationconsents, approvals, or authorizations identified in such agreements. (viik) Each of the Corporation will take all steps within its control to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements of the Corporation and the report Parent contained in its Public Documents (i) complies or, when filed, will comply as to shareholders for the period of nine months ended August 31form in all material respects with applicable Securities Laws, 2001(b) has been or, as provided to HEARx Ltd. (the “Purchaser”) are completewhen filed, true and accurate and they will have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periodsthroughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by applicable Securities Laws) and (c) fairly presents, or when filed will fairly present, in all material respects, the consolidated financial position of the Parent and its subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements may omit footnotes which are not required in unaudited financial statements and are subject to normal year- end adjustments. (ixl) The Public Documents were, at their respective time of issue, filing or publication (except as subsequently amended or superseded by a filing prior to the date of this Subscription Agreement), true and correct in all material respects, contained no Misrepresentations and were prepared in accordance with and complied with the Securities Laws applicable to each such document. (m) The Corporation has not made any private placement of shares of the same class as the Shares complied, or shares of other class or securities convertible or exchangeable will comply, with all applicable Securities Laws in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and connection with the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations New First Lien Notes. (n) Parent is not in violation in any material respect of any of the Corporation enforceable against rules and policies of the Corporation in accordance with their respective provisionsTSX, including the applicable listing requirements of the TSX.

Representations, Warranties and Covenants of the Corporation. The Corporation covenantshereby represents, represents warrants and warrants covenants to the undersigned Purchaser (which covenantsand/or to any others on whose behalf the Purchaser is contracting hereunder), representations that as of the date of this Subscription Agreement and warranties shall survive Closing) thatas of the Closing Date: (ia) the The Corporation has been duly continued and is a validly valid and subsisting corporation duly incorporated and in good standing under the laws of Canadaits jurisdiction of incorporation; (iib) The Corporation will reserve and set aside a sufficient number of authorized and unissued Common Shares of the Corporation has all necessary corporate power to issue to the Purchaser the Common Shares issuable in connection with the exercise of the Warrants and authority to own its assets such Common Shares will, when issued and to carry on its business delivered upon such exercise, be duly and validly issued as now conductedfully paid and non-assessable shares of the Corporation; (iiic) this agreement has This Subscription Agreement and the Offering have been duly authorised authorized by all necessary corporate action on the part of the CorporationCorporation and constitute valid obligations of the Corporation legally binding upon it and enforceable in accordance with its terms; (ivd) The Corporation has all requisite corporate power and authority to carry on its business as now and proposed to be carried on and to own, lease and operate its material properties, business and assets, or the execution and delivery of this agreement and interests therein; (e) The Corporation is not a party to any actions, suits or proceedings which could have a material adverse effect on the fulfillment of the terms hereof and the issue and sale of the Shares by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the termsassets, conditions liabilities, financial condition, business, capital or provisions of the current constating documents, by-laws and resolutions prospects of the Corporation or breach any material contracts or outstanding debts or equity securities and, to the best of the Corporation’s knowledge, no such actions, suits or proceedings are pending or threatened; (vf) In the Shares willevent there is no effective registration statement, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take have an opinion on file with the Transfer Agent at all steps within its control times to list cover the Shares on the Exchange; (viii) the unaudited consolidated financial statements resale of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Sharesshares; and (xig) all necessary corporate proceedings Registration Statement - The Corporation will use commercially reasonable efforts to authorize this agreement and file a Registration Statement with respect to the issuance of Underlying Securities within six (6) months from the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisionsdate hereof.

Representations, Warranties and Covenants of the Corporation. The Corporation covenantshereby represents, represents warrants and warrants to the undersigned (which covenants, representations and warranties shall survive Closing) covenants that: (ia) It is purchasing the Corporation has been duly continued stock of MDC and is FMF Management hereby for investment only, for its own account, and not with a validly subsisting corporation under view to the laws of Canadadistribution thereof; (iib) It understands that the Corporation has all necessary corporate power stock of MDC and authority to own its assets FMF Management will be transferred without registration with the SEC under the Act, and to carry will be transferred under one or more exemptions from registration in the Act and state securities laws that depend upon the intent hereby represented and that Xxxxx will rely on its business as now conductedsuch representation in transferring such stock without registration; (iiic) It will make no transfer of the securities acquired by it hereunder in violation of the Act, any rules of the SEC, any state securities law or statute or this agreement has Agreement, and will not offer, sell, mortgage, pledge or otherwise dispose of the securities it acquired hereunder, unless, in the opinion of counsel satisfactory to Xxxxx, registration under applicable federal or state securities laws is not required; (d) The execution and delivery of this Agreement and the issuance of the Class B Common Stock by the Corporation have been duly authorised and validly authorized by all necessary corporate the Corporation and no other action or proceeding on the part of the Corporation; (iv) the execution and delivery of this agreement and the fulfillment of the terms hereof and the issue and sale of the Shares by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) the Corporation is a reporting issuer in good standing under necessary to authorize this Agreement or to consummate the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Sharestransactions contemplated hereby; and (xie) all necessary corporate proceedings The stock certificates issued to authorize it pursuant to this agreement Agreement, and any replacements thereof, may be marked with a legend to the issuance effect that such securities cannot be sold or transferred without either (i) registration under federal and state securities laws, or (ii) an opinion of counsel satisfactory to Xxxxx that neither the Shares have been taken by sale nor the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations proposed transfer constitutes a violation of the Corporation enforceable against the Corporation in accordance with their respective provisionsany federal or state securities law.

Representations, Warranties and Covenants of the Corporation. (1) The Corporation covenants, represents and warrants to the undersigned (which covenantsAgent, and acknowledges that the Agent is relying on such representations and warranties shall survive Closing) warranties, that: (a) except as disclosed in the Final Prospectus, since August 31, 2020: (i) there has not been any material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the Condition of the Corporation, (ii) there have been no transactions entered into by the Corporation which are material with respect to the Corporation, other than those in the ordinary course of business, and (iii) there has been duly continued and no dividend or distribution of any kind declared, paid or made by the Corporation on any class of its shares; (b) as at the date hereof, the Corporation (i) is a validly subsisting corporation existing under the laws of Canada; British Columbia and is and will at the Closing Time be current and up-to-date with all material filings required to be made and in good standing under the Business Corporations Act (British Columbia), (ii) the Corporation has all necessary requisite corporate power and capacity to own, lease and operate its properties and assets, including its Business Assets, and to conduct its Business as now carried on by it or proposed to be carried on by it, and (iii) has, and at the Closing Time will have, all requisite corporate power and authority to own its assets issue and sell the Offered Units, to create and issue the Compensation Options, to create and issue the Corporate Finance Fee Units and to carry on execute, deliver and perform its business as now conductedobligations under this Agreement, the Warrant Indenture and the Compensation Option Certificate; (iiic) this agreement no act or proceeding has been duly authorised taken by all necessary corporate action on or against the part of the CorporationCorporation in connection with its liquidation, winding-up or bankruptcy, or, to its knowledge, are pending; (ivd) as of the date hereof, the Corporation has authorized share capital consisting of an unlimited number of Common Shares, of which an aggregate of 39,291,722 Common Shares are issued and outstanding; and an unlimited number of preferred shares, none of which are issued and outstanding; (e) the execution Corporation has no Subsidiaries; (f) the form of Compensation Option Certificate respecting the Compensation Options has been approved and delivery adopted by the Board of this agreement Directors and does not conflict with any applicable Law and complies with the rules and regulations of the CSE; (g) all of the issued and outstanding Common Shares of, or other equity interests in, the Corporation have been duly and validly authorized and issued, are fully paid and non-assessable, and are free and clear of any Liens; (h) the Unit Shares, at or prior to the Closing Time, the Warrant Shares, upon the exercise of the Unit Warrants, the Compensation Unit Shares, upon the exercise of the Compensation Options, the Compensation Unit Warrant Shares, upon the exercise of the Compensation Unit Warrants, the Corporate Finance Fee Unit Shares, at or prior to the Closing Time, and the fulfillment Corporate Finance Fee Warrant Shares, upon the exercise of the terms hereof Corporate Finance Fee Unit Warrants, shall be duly and the issue validly authorized for issuance and sale of the Shares pursuant to this Agreement and when issued and delivered by the Corporation as provided in pursuant to this agreement do not and will not conflict with and do not and will not result in a breach of any Agreement, against payment of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment consideration therefor, will be validly issued as fully paid and non-assessableassessable Common Shares and will not be issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Corporation; (vii) the Corporation is a reporting issuer in good standing under Unit Warrants, the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements of the Corporation Compensation Unit Warrants and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they Corporate Finance Fee Unit Warrants have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business duly authorized for issuance and its operations that has not been disclosed and released sale pursuant to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement Agreement and the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement Warrant Indenture and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisions.maximum number of

Representations, Warranties and Covenants of the Corporation. The Corporation covenants, hereby represents and warrants to and covenants with the undersigned (which covenants, representations and warranties shall survive Closing) Underwriters that: (ia) the The Corporation has been duly continued and is a validly subsisting nonprofit corporation duly created, organized and existing under the laws of Canadathe State and has full legal right, power and authority, and at the Closing Date will have full legal right, power and authority, under the laws of the State and the resolution adopted by the Board of Directors of the Corporation authorizing and approving the documents described in this paragraph (a) (the “Corporation Resolution”) (i) to enter into, executeand deliver this Agreement, the Corporation Resolution, the Lease, the Indenture and all documents required hereunder and thereunder to be executed and delivered by the Corporation (this Agreement, the Corporation Resolution, the Lease, the Indenture and the other documents referred to in this clause are hereinafter referred to as the “Corporation Documents”), (ii) to sell and deliver the Certificates to the Underwriters as provided herein, (iii) to own the 2023 Leased Property and to lease the same to the District pursuant to the Lease, and (iv) to carry out and consummate the transactions contemplated by the Corporation Documents and the Official Statement, and the Corporation has complied, and will at the Closing be in compliance in all respects, with the Corporation Documents as they pertain to such transactions; (b) By all necessary official action of the Corporation prior to the Closing Date, the Corporation has or will have duly authorized all necessary action to be taken by it for (i) the adoption of the Corporation Resolution and the execution, delivery and sale of the Certificates, (ii) the approval, execution and delivery of the Corporation has Documents and the performance by the Corporation of the obligations on its part, contained in the Corporation Documents and (iii) the consummation by it of all necessary corporate power other transactions contemplated by the Official Statement and authority the Corporation Documents and any and all such other agreements and documents as may be required to own its assets and be executed, delivered and/or received by the Corporation in order to carry on its business as now conductedout, give effect to, and consummate the transactions contemplated herein and in the Official Statement; (iiic) this The Corporation Documents constitute legal, valid and binding obligations of the Corporation, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights; (d) The Corporation is not in breach of or default in any material respect under any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Corporation is a party or to which the Corporation is or any of its property or assets are otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute an event of nonappropriation, a default or an event of default by the Corporation under any of the foregoing, which may have a material adverse impact on the Corporation, the Corporation Documents or the obligations of the Corporation with respect thereto and the execution, delivery and sale of the Certificates upon the terms set forth herein and in the Indenture and the Official Statement; and none of the execution and delivery of the Certificates, the adoption of the Corporation Resolution, the execution and delivery of the other Corporation Documents, or the compliance with the provisions on the Corporation’s part contained in the Corporation Documents, will conflict with or constitute a breach of or default under any constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Corporation is a party or to which the Corporation is or to which any of its property or assets are otherwise subject which may have a material adverse impact on the Corporation, the Corporation Documents or the obligations of the Corporation with respect thereto, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Corporation or under the terms of any such law, regulation or instrument, except as permitted or provided by the Certificates, the Lease, the Indenture and the Corporation Resolution; (e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Corporation of its obligations under the Corporation Documents have been duly authorised obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any jurisdiction in connection with the offering and sale of the Certificates; (f) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by all necessary corporate action any court, government agency, public board or body, pending or, to the best knowledge of the Corporation, threatened against the Corporation, affecting the existence of the Corporation or the titles of its officersto their respective offices, or affecting or seeking to prohibit, restrain or enjoin thesale, execution or delivery of the Certificates or in any way contesting or affecting the validity or enforceability of the Certificates or the Corporation Documents, or contesting the exclusion from gross income of interest on the part Certificates for federal income tax purposes or State income tax purposes, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, or contesting the powers of the Corporation or any authority for the execution and delivery of the Certificates, the adoption of the Corporation Resolution, the ownership of the 2023 Leased Property or the leasing of the same to the District pursuant to the Lease, or the execution and delivery of the Corporation Documents, nor, to the best knowledge of the Corporation, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Certificates or the Corporation Documents or the ability of the Corporation to comply with its obligations with respect to the Certificates or the Corporation Documents; (g) The Corporation is not a party to any litigation or other proceeding pending or, to its knowledge, threatened which, if decided adversely to the Corporation, would have a materially adverse effect on the financial condition of the Corporation; (ivh) the execution and delivery of this agreement and the fulfillment of the terms hereof and the issue and sale of the Shares Any certificate, signed by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements authorized official of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released delivered to the public Representative, shall be deemed a representation and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken warranty by the Corporation and, from its execution by to the Corporation, this agreement and Underwriters as to the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisionsstatements made therein.

Representations, Warranties and Covenants of the Corporation. 3.1 The Corporation covenantsrepresents, represents warrants and warrants to covenants that, as of the undersigned (which covenants, representations date given above and warranties shall survive at the Closing) that: (ia) the Corporation is a valid and subsisting corporation incorporated under the laws of the State of Israel; (b) the Corporation is, where required, duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction; (c) the Corporation has been duly continued and is a validly subsisting corporation under sufficient non-issued shares in its authorized share capital to issue the laws of Canada; (ii) Units, including the Corporation has all necessary corporate power and authority to own its assets and to carry on its business as now conducted; (iii) this agreement has been duly authorised by all necessary corporate action on Shares that are issuable upon the part proper exercise of the Corporation; (iv) Warrants, and upon their issuance the execution Shares comprising the Units will be duly and delivery of this agreement validly issued as fully paid and non-assessable, and when issued in accordance with the fulfillment proper exercise of the terms hereof and Warrants, including the issue and sale of payment , the Shares by the Corporation as provided in this agreement do not issuable thereunder shall be duly and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vid) the Corporation has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions in relation to the issue of its securities and in all matters relating to the Private Placement; (e) the issue and sale of the Units 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 of the Corporation’s incorporating documents or any agreement or instrument to which the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchangeparty or by which it is bound; (viiif) except as disclosed in the unaudited consolidated Corporations filings with the Commission, the Corporation is not a party to any actions, suits or proceedings which could materially affect its business or financial statements condition, and except for the events already disclosed by the Corporation, to the best of the Corporation and the report to shareholders for the period of nine months ended August 31Corporation’s knowledge no such actions, 2001, as provided to HEARx Ltd. (the “Purchaser”) suits or proceedings are complete, true and accurate and they contemplated or have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six monthsthreatened; (xg) this Agreement has been or will be by the Corporation is unaware Closing, duly authorized by all necessary corporate action on the part of any information the Corporation, and the Issuer has or facts concerning its business will have by the Closing full corporate power and its operations that has not been disclosed and released authority to undertake the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the SharesPrivate Placement; and (xih) all necessary corporate 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. 3.2 The representations and warranties contained in this section will survive the Closing for a period of one year. 3.3 Upon acceptance of this subscription, the Corporation agrees and undertakes that it shall make it best efforts to authorize this agreement and file a registration statement, within six months, with the issuance Commission for the registration for sale of the Shares comprising the Units and the Shares that may be issued upon the exercise of the Warrants, and shall use its best efforts to keep such registration statement continuously effective under the Securities Act until all securities covered by such registration statement have been taken sold, or may be sold without volume restrictions pursuant to Rule 144(k) of the SEC. The Corporation agrees to provide to subscribers the same registration rights provided to Fortissimo mutatis mutandis, as provided in the Registration Rights Agreement dated as of September 12, 2005, a copy of which is on file at the SEC and available upon request from the Corporation. Notwithstanding anything to the contrary, if: (i) a Registration Statement is not filed on or prior to July 1, 2007, (ii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission within 120 days of its date of filing, (iii) after its date of effectiveness, a Registration Statement ceases for any reason to remain continuously effective as to all securities for which it is required to be effective, or the subscribers are otherwise not permitted to utilize the Prospectus therein to resell such Shares for more than 20 consecutive calendar days or more than an aggregate of 30 calendar days during any 12-month period (which need not be consecutive calendar days) (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) or (ii) the date on which such Event occurs, or for purposes of (iii) the date on which such 20 or 30 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the subscribers may have, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the subscribers may require the Corporation andto pay to each subscriber an amount in cash, from its execution by the Corporationas partial liquidated damages and not as a penalty, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations equal to 1.0% of the Corporation enforceable against aggregate purchase price paid by such subscriber pursuant to this Subscription Agreement for any Shares then held by such subscriber, subject to an overall limit of up to 24 months of partial liquidated damages. If the Corporation fails to pay any such partial liquidated damages in accordance with their respective provisionsfull within seven days after the date of notice thereof, the Corporation will pay interest thereon at a rate of 8% per annum to the subscriber, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.

Representations, Warranties and Covenants of the Corporation. The Corporation covenants, represents and warrants to to, and covenants with the undersigned (which covenantsSubscriber that, representations and warranties shall survive Closing) that:except as set out expressly in any specific subsection below, as of the date of this Subscription Agreement; (ia) the Corporation is a valid and subsisting corporation duly organized and in good standing under the laws of the Province of Manitoba; (b) the Corporation has been duly continued full power and is a validly subsisting corporation under authority to enter into and perform this Subscription Agreement and to do all other acts which are necessary to consummate the laws of Canadatransactions contemplated in the Subscription Agreement; (iic) no order ceasing or suspending trading in the securities of the Corporation nor prohibiting sale of such securities has been issued to the Corporation or its directors, officers or promoters and, to the knowledge of the Corporation, no investigations or proceedings for such purposes are pending or threatened; (d) the Corporation has all necessary complied and will fully comply with the requirements of applicable securities and corporate power and authority to own its assets and to carry on its business as now conductedlegislation in respect of the Offering; (iii) this agreement has been duly authorised by all necessary corporate action on the part of the Corporation; (ive) the execution and delivery of this agreement and the fulfillment of the terms hereof and the issue issuance and sale of the Shares by the Corporation as provided in this agreement do Debenture and Warrants does not and will not conflict with and do does not and will not result in a breach of any of the terms, conditions conditions, or provisions of the current constating documents, by-laws and resolutions documents of the Corporation or breach any material contracts agreement or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) instrument to which the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within party or by which its control to list the Shares on the Exchangeassets are affected; (viiif) this Subscription Agreement has been or will be at the unaudited consolidated financial statements Closing, duly authorized by all necessary corporate action on the part of the Corporation, and constitutes a valid obligation of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation upon it and enforceable against the Corporation in accordance with their respective provisionsits terms subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors' rights generally and as limited by laws relating to the availability of equitable remedies; (g) the Warrant Shares, upon payment in full therefor, 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 (h) The Corporation covenants and agrees that if, at any time prior to the Maturity Date, the Corporation proposes to file a registration statement with respect to any class of equity or equity-related securities (other than in connection with an offering to the Corporation’s employees (e.g., Form S-8), or in connection with an acquisition, merger or similar transaction (e.g., Form S-4), under the U.S. Securities Act in a primary registration on behalf of the Corporation and/or in a secondary registration on behalf of holders of such securities, and the registration form to be used may be used for the resale of the Common Shares, the Corporation will include such Debentures, Common Shares, and Warrants (i) not previously sold or transferred by the Subscriber (i.e., held by the original Subscriber); or (ii) not otherwise able to be freely sold by the Subscriber pursuant to the requirements of Rule 144 of the U.S. Securities Act (such remaining Common Shares, the “Registrable Securities”), in such registration statement or give prompt written notice to the Subscriber of its intention to file a registration statement and will offer to include in such registration statement, such number of Registrable Securities with respect to which the Subscriber has received written requests for inclusion therein within twenty (20) days after the giving of notice by Corporation (the “Piggyback Registration Rights”). The Subscriber acknowledges and understands that the Corporation may file a primary or secondary registration on behalf of certain investors that have provided or will provide financing or other resources to the Corporation, that the inclusion of the Registrable Securities in such registration is subject to the prior approval of such investors, and that such investors may not approve the inclusion of the Registrable Securities, in which case, the Piggyback Registration Rights provided in this paragraph will continue pursuant to the terms of this paragraph for any subsequent primary or secondary registration. The Subscriber also agrees that the Corporation may be limited in its ability to register all of the Registrable Securities on a single registration statement pursuant to Rule 415 of the U.S. Securities Act and consents and agrees to the Corporation registering less than all of the Registrable Securities in the event the Corporation is precluded from registering all of the Registrable Securities pursuant to Rule 415 (or any other rule or regulation promulgated by the Securities and Exchange Commission). Notwithstanding the requirements of this Section (j), the Piggyback Registration Rights shall not apply to offerings by the Corporation on Form S-3 (or pursuant to prospectus supplements filed to Form S-3’s), unless the Corporation files a resale registration on Form S-3.

Representations, Warranties and Covenants of the Corporation. The Corporation covenants, hereby represents and warrants to to, and covenants with the undersigned (which covenantsSubscriber as follows and acknowledges that the Subscriber is relying on such representations, representations warranties and warranties shall survive Closing) thatcovenants in connection with the transactions contemplated herein: (a) The Corporation has: (i) the Corporation has been duly continued incorporated and is a validly subsisting corporation existing and in good standing under the laws of Canada; the jurisdiction in which it was incorporated; (ii) all requisite corporate power and capacity to carry on the business of the Corporation has as now conducted and to own, lease and operate its properties and assets; (iii) all necessary requisite corporate power and authority to own execute and deliver this Subscription Agreement, documents and instruments to be executed and delivered by it pursuant to this Subscription Agreement, to perform its assets obligations hereunder and thereunder, to consummate the transactions contemplated herein and therein, and to carry on issue and sell the Purchased Securities; and (iv) no proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its business as now conducted;dissolution or winding up. (b) The Corporation is not in breach or default of, and the execution and delivery by the Corporation of this Subscription Agreement, documents and instruments to be executed and delivered by it pursuant to this Subscription Agreement, the performance by the Corporation of its obligations hereunder and thereunder, and the completion of the transactions contemplated herein and therein will not (whether after the passage of time or notice or both), constitute a violation or breach of or default under, or conflict with, or cause the acceleration of any provision of: (i) the constating documents of the Corporation or the resolutions of the Board, or any committee thereof, or the shareholders thereof; (ii) any contract to which the Corporation is a party or by which the assets of the Corporation are bound or affected; (iii) this agreement any ruling, injunction, judgment, decree or other order (whether preliminary, temporary or permanent), or any licences, permits, approvals, exemptions, consents, certificates, variances, registrations and authorizations of or from a governmental authority or otherwise necessary for carrying on the business of the Corporation; or (iv) any law applicable to the Corporation. (c) All necessary corporate action has been taken or will have been taken prior to the Time of Closing by the Corporation so as to: (i) authorize the execution, delivery and performance of this Subscription Agreement; and (ii) validly issue and sell the Purchased Securities. (d) The execution and delivery of this Subscription Agreement and the performance by the Corporation of its obligations hereunder and the transactions contemplated hereby have been duly authorised authorized by all necessary corporate action on the part of the Corporation; (iv) Corporation and upon the execution and delivery of this agreement Subscription Agreement shall constitute a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with their respective terms, provided that enforcement thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights and remedies generally; and (ii) general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law). (e) At the Time of Closing, all consents, approvals, permits, authorizations or filings as may be required by the Corporation under applicable Securities Laws necessary for the execution and delivery of this Subscription Agreement and the fulfillment of the terms hereof and the issue issuance and sale of the Shares Purchased Securities and the consummation of the transactions contemplated hereby shall have been made or obtained, as applicable, other than filings required to be submitted within the applicable time frame pursuant to applicable corporate laws and Securities Laws. (f) The form of certificate representing the Purchased Securities has been approved and adopted by the Board and does not conflict with any of the constating documents or applicable laws. (g) The Purchased Securities have been duly and validly authorized for issuance and when issued and delivered by the Corporation as provided in pursuant to this agreement do not and Subscription Agreement, the Purchased Securities will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislationassessable Shares. (vii) the Corporation will take all steps within its control to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisions.

Representations, Warranties and Covenants of the Corporation. 5.1 The Corporation covenantshereby represents, represents warrants and warrants covenants to the undersigned (which covenants, representations and warranties shall survive Closing) Subscriber that: (a) the Corporation: (i) the Corporation has been duly continued incorporated and organized and is a validly subsisting corporation existing and in good standing under the laws of Canada; British Columbia; (ii) the Corporation has all necessary requisite corporate power and authority to own its assets and to carry on its business as now conductedpresently conducted and to own, lease and operate its properties and assets; and (iii) has all required corporate power and authority to create, issue and sell the Securities, to enter into this Subscription Agreement and to carry out the provisions of this Subscription Agreement; (iiib) the Corporation is in all material respects conducting and has conducted its business in compliance with all applicable laws, rules and regulations of 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 presently conducted and its property and assets to be owned, leased and operated and all such licenses, registrations and qualifications are and will at the Closing Time be valid, subsisting and in good standing, and the Corporation has not received a notice of non-compliance, or know of, or 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 on the Corporation and its subsidiaries; (c) the Corporation has the requisite corporate power and authority to enter into this agreement has been duly authorised by Subscription Agreement and all necessary corporate action on has been taken or will have been taken prior to the part Closing Time by the Corporation so as to validly issue and sell the Class A Subscription Receipts and Class B Subscription Receipts to the Subscriber and upon receipt by the Corporation of the CorporationSubscription Price as consideration for the issue thereof, the Receipts will be validly issued; (ivd) the execution this Subscription Agreement has been duly authorized, executed and delivery of this agreement and the fulfillment of the terms hereof and the issue and sale of the Shares delivered by the Corporation as provided in this agreement do not and will not conflict with constitutes a valid and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or breach any material contracts or outstanding debts or equity securities 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. (e) as the close of business on July 20, 2006, the authorized capital of the Corporation; (v) Corporation consists of an unlimited number of Common Shares without nominal or par value and, before giving effect to the Offering, 80,915,671 Common Shares will, upon payment therefor, be validly are issued and outstanding in the capital of the Corporation as fully paid and non-assessable; (vif) the outstanding Common Shares are listed on the TSX and the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as compliance with the rules and policies of the Exchange and TSX. No order ceasing or suspending trading in any securities of the Corporation or the trading of any of the Corporation's issued securities is currently outstanding and no proceedings for such purpose are, to the best knowledge of the Corporation, pending or threatened. The Corporation shall use its commercially reasonable best efforts to maintain such listings for a period of two years following the Closing Date; (g) attached as Schedule “C” hereto is a complete list of all outstanding convertible securities of the Corporation and, except as provided under this Agreement, as disclosed in Schedule “C”, no person now has any agreement or option or right or privilege capable of becoming an agreement for the purchase, subscription or issuance of any unissued Common Shares, securities or warrants of the Corporation; (h) no event or circumstance has occurred or exists with respect to the Corporation or its subsidiaries or their respective businesses, properties, prospects, operations or financial condition, which, under applicable securities legislation, TSX rules and policies or other regulatory authorities having jurisdiction over applicable law, rule or regulation, requires public disclosure or announcement by the Corporation but which has not been so publicly announced or disclosed; (i) there is no action, proceeding or investigation (whether or not purportedly by or on behalf of the Corporation or any subsidiary) pending or, to the best of the Corporation’s knowledge, information and belief, threatened against or affecting the Corporation or any subsidiary at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which in any way materially adversely affects the Corporation and its subsidiaries, on a consolidated basis, or the condition (financial or otherwise) of the Corporation and its subsidiaries, on a consolidated basis, or which questions the validity or the issuance of the Receipts or any action taken or to be taken by the Corporation pursuant to or in connection with this Subscription Agreement; (j) neither the Corporation nor any subsidiary is in default or in breach of, and the execution and delivery of this Subscription Agreement by the Corporation, the performance and compliance with the terms of this Subscription Agreement and the sale of the Class A Subscription Receipts and Class B Subscription Receipts 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 either directly or indirectly under any term or provision of the constating documents, articles or resolutions of the Corporation or any material Contract, debt instrument, mortgage, note, indenture, contract, agreement, instrument, lease or other document to which the Corporation or any of its subsidiaries is a party or by which any of them is bound or any judgment, decree, order, statute, rule or regulation applicable to any of them which breach or default would 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 or would create or impose a lien, charge or encumbrance on any property of the Corporation or its subsidiaries under any agreement or any commitment; (k) the Corporation is, or will at the Closing Time be, a “reporting issuer” (or its equivalent) in the Provinces of Ontario, British Columbia, Alberta, Manitoba, Ontario and Québec, and is not in default under the applicable Securities Laws of any jurisdiction. The Corporation shall use its commercially reasonable best efforts to remain a reporting issuer under Securit ies Laws in such jurisdictions and not in default of any requirement of Securities Laws or a period of two years after the Closing Date; (l) there has never been any reportable event (within the meaning of National Instrument 51- 102 – Continuous Disclosure Obligations) with the present or any former auditor of the Corporation; (m) the net proceeds of the Offering will be used for the sole purpose of completing the Offer or any acquisition of Ashton Shares following delivery of the Class A Triggering Event Notice or meeting expenses associated with the Offer or such acquisition; (n) this Subscription Agreement and all other contracts and documents required in connection with the issue, sale and distribution of the Class A Subscription Receipts and Class B Subscription Receipts shall be, at or prior to the Closing Time, duly authorized, executed and delivered by the Corporation and will be exempt from the registration valid and prospectus requirements binding obligations of the Applicable Securities Legislation.Corporation enforceable in accordance with their respective terms, subject to the usual qualifications; (viio) the Receipt Certificates have been duly approved by the directors of the Corporation and comply in all material respects with the provisions of all applicable laws; (p) Pacific Corporate Trust Company, at its principal offices in the City of Vancouver, British Columbia, has been duly appointed as Escrow Agent with respect to the Proceeds; (q) the Corporation will take all steps within use its control best efforts to list obtain the Shares necessary regulatory consents from the TSX to the sale of the Class A Subscription Receipts and Class B Subscription Receipts on such conditions as are acceptable to the ExchangeCorporation, acting reasonably; (viiir) there is no person acting or purporting to act at the unaudited consolidated financial statements request of the Corporation who is entitled to any brokerage or agency fee or any other royalty in connection with the transactions contemplated herein; (s) as soon as reasonably possible after the Closing, the Corporation shall execute and file with the securities regulators all forms, notices and certificates required to be filed pursuant to the Securities Laws in the time required by the applicable Securities Laws; (t) neither the Corporation nor any of its subsidiaries have committed an act of bankruptcy or sought protection from the creditors thereof before any court or pursuant to any legislation, proposed a compromise or arrangement to the creditors thereof generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding to have a receiver appointed for any of the assets thereof, had any person holding any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement or other security interest or receiver take possession of any of the property thereof, had an execution or distress become enforceable or levied upon any portion of the property thereof or had any petition for a receiving order in bankruptcy filed against it; (u) no legal or governmental proceedings are pending to which the Corporation or its subsidiaries are a party or to which their property is subject that would result individually or in the aggregate in any material adverse change in the operation, business or condition of the Corporation and its subsidiaries, taken as a whole, and no such proceedings have, to the report knowledge of the Corporation, been threatened against or are contemplated with respect to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods.Corporation or its subsidiaries or their properties; (ixv) the Corporation has does not made have or maintain any private placement of shares of shareholder rights plan; (w) the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of Corporation does not have any class during the last six monthsof securities registered under, and is not subject to any reporting requirements pursuant to, United States securities laws; (x) the Corporation has no material subsidiaries; (y) as of their respective dates, the Corporation's audited financial statements as at and for the fiscal years ended April 30, 2006 and April 30, 2005 (including the notes thereto and related management's discussion and analysis ("MD&A")), (collectively, the "Stornoway Financial Statements") were prepared in accordance with GAAP consistently applied (except (A) as otherwise indicated in such financial statements and the notes thereto, or (B) as items in such financial statements have been reclassified) and fairly present in all material respects the consolidated financial position, results of operations and changes in financial position of the Corporation and its subsidiaries on a consolidated basis as of the dates thereof and for the periods indicated therein and reflect reserves required by GAAP consistently applied in respect of all material contingent liabilities, if any, of the Corporation and its subsidiaries on a consolidated basis. There has been no change in the Corporation's accounting policies, except as described in the notes to the Corporation’s financial statements, since May 1, 2004; (z) all documents filed by the Corporation with the applicable securities commissions and other regulatory authorities in Canada (the "Securities Authorities") or the TSX since April 30, 2004: (1) did not at the time filed 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, as at the date of public dissemination, not misleading; and (2) included all documents required to be filed in accordance with Securities Laws with Securities Authorities and the TSX and complied with Securities Laws. (aa) the Corporation and each of its subsidiaries has duly and timely filed all Returns required to be filed by it prior to the date hereof, other than those which have been administratively waived, and all such Returns are complete and correct in all material respects. Each of them has paid on a timely basis all Taxes which are due and payable, all assessments and reassessments, and all other Taxes due and payable by it on or before the date hereof, other than those which are being or have been contested in good faith and in respect of which appropriate reserves have been provided in the most recently published Stornoway Financial Statements and has also remitted in a timely fashion to any competent Governmental Entity any withholding or deduction. Except as provided for in the Stornoway Financial Statements, no litigation or assessments exist with respect to Taxes of the Corporation. The Corporation is unaware not a party to any action or proceeding for collection of Taxes and no such event has been asserted or, to the knowledge to the Corporation, threatened against the Corporation or any of its assets. (bb) except as disclosed in the Corporation's Information Record or the Stornoway Financial Statements, neither the Corporation nor any of its subsidiaries has any material obligations or liabilities of any information nature (matured or facts concerning its business and its operations that unmatured, fixed or contingent) other than liabilities incurred since April 30, 2006 in the ordinary course of business. (cc) except as disclosed in the Stornoway Financial Statements or Corporation's Information Record, since April 30, 2006 there has not been disclosed and released to any Material Adverse Effect on the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; andCorporation. (xidd) all necessary corporate proceedings the Corporation and each of its subsidiaries has good and valid title to authorize this agreement its real and immovable property interests, including legal ownership of its owned real and immovable properties, easements, servitudes, rights of way and permits permitting the issuance use of the Shares have been taken such land or premises by the Corporation andand its subsidiaries, from necessary to permit the operation of its execution by current businesses, as they are now being or are proposed to be conducted, except for such failure of title in respect of any real or immovable property or failure to hold such easements, servitudes, rights of way or permits as would, individually or in the aggregate, not have a Material Adverse Effect on the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of . (ee) the Corporation enforceable against has obtained and is in compliance with all material permits and licences required by applicable laws, necessary to conduct its current businesses as they are now being conducted, other than where the Corporation absence of such material permits and licences or the failure to comply would not, individually or in accordance with their respective provisionsthe aggregate, have a Material Adverse Effect on the Corporation.

Representations, Warranties and Covenants of the Corporation. The Corporation covenants, Parent and Noram each hereby jointly and severally represents and warrants to the undersigned Subscriber (which covenantson its own behalf and, representations if applicable, on behalf of each Person on whose behalf the Subscriber is contracting) and warranties shall survive Closing) acknowledges that the Subscriber is relying thereon that: (ia) the Corporation has been duly continued and is a validly valid and subsisting corporation under the laws of Canada; (ii) the Corporation has all necessary corporate power jurisdiction of its organization and authority is duly qualified or registered to own its assets and transact business in each jurisdiction in which failure to carry on its business as now conducted; (iii) this agreement has been duly authorised by all necessary corporate action be so qualified or registered would have a material adverse effect on the part business, properties or financial condition of the Corporation; (ivb) the execution Corporation has all requisite corporate power, capacity, authority and delivery of this agreement approvals to allot, create and issue the Commitment Shares, the Debentures, the Warrants and the fulfillment Common Shares issuable upon the conversion or exercise thereof (in each case, that are issued or issuable by such Person), including pursuant to any Additional Debentures, to enter into this Subscription Agreement and each of the terms hereof other agreements, documents and the issue and sale of the Shares instruments to be delivered by the Corporation as provided in at the Closing, and to perform all of its obligations hereunder and thereunder, and this agreement do not Subscription Agreement has been, and such other agreements, documents and instruments that are required hereunder to be delivered by the Parent and/or Noram at the Closing will at the Closing Time be, duly executed and delivered by such Person(s) and constitute, and will not conflict constitute, legal, valid and binding obligations of such Person(s) enforceable against such Person(s) in accordance with and do not and will not result in a breach of any of the their respective terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (vc) the Commitment Shares, the Debentures, the Warrants and the Common Shares willissuable upon the conversion or exercise thereof, upon payment thereforshall at the time of issuance be duly and validly created, authorized and, as applicable, issued by the Parent and, with respect to the Debentures, Noram, at the Closing as fully paid and non-assessable. Once issued in accordance with the terms and conditions of the Debentures and Warrants, the Common Shares shall be duly and validly created, authorized and issued by the Parent as fully paid and non-assessable; (vid) the form and term of the definitive certificates representing the Commitment Shares, the Debentures, the Warrants and the Common Shares have been duly approved by the Board and the board of directors of Noram, as applicable, and meet all legal requirements under the Corporation’s governing corporate statute and the requirements of the TSX-V, as applicable; (e) the execution and delivery of this Subscription Agreement and each of the agreements, documents and instruments to be delivered at Closing by the Parent or Noram, and the completion by the Corporation of the transactions contemplated hereby and thereby, do not and will not: (i) 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, would result in a breach of or constitute a default under, any term or provision of the articles, by-laws or resolutions (whether of the directors, a committee of the directors or the shareholders) of the Parent or Noram, any applicable laws, any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Parent or Noram is a party or by which either of them is bound, or any judgment, decree, order, statute, rule, policy, instrument or regulation applicable to the Parent or Noram, which default or breach might reasonably be expected to materially adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation or the assets of the Corporation; or (ii) other than with respect to certain convertible debt facilities dated January 31, 2007, amongst the Corporation and each of Pembroke Capital LLC and Mxxxxx Enterprises LLC, create a right for any other party to terminate, accelerate or in any way alter any other rights existing under any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Parent or Noram is a party or by which either of them is bound which, upon exercise of such right, might reasonably be expected to materially adversely affect the business, operations, management, personnel, capital or condition (financial or otherwise) of the Corporation or the assets of the Corporation; (f) neither the Parent nor Noram has received any notice of or is in default or violation of any order, rule, regulation, writ, injunction or decree of any court or governmental authority or any statute, regulation, rule, policy or by-law which might materially and adversely affect the business, property or financial condition of the Corporation; (g) the services agreement entered into between the Parent and SKH Management L.P. and certain of its affiliates will, at the Closing Time, be duly executed and delivered by the Parent and will constitute a legal, valid and binding obligation of the Parent enforceable against the Parent in accordance with its terms; (h) the Corporation shall use up to $11,000,000 of the proceeds of the Offering to redeem outstanding First Preferred Shares, Series 2 of the Parent and shall use the balance of the proceeds of the Offering for drilling SG&A and infrastructure facilities with respect to the Corporation’s operations; (i) the Parent is a reporting issuer in good standing under in the securities provinces of Alberta and British Columbia and it is not in default of any requirement of such legislation of Albertarelating to continuous disclosure and is in compliance with the by-laws, Ontario rules and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance regulations of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation.TSX-V; (viij) the Corporation will take has not knowingly withheld from the Subscriber any information which would materially adversely affect the valuation of the business, operations or properties of the Corporation. The corporate records and minute books of the Corporation have been delivered or made available to the Subscriber at or prior to the Closing Date. As of the Closing Date, such minute books include, in all steps within material respects, complete and accurate minutes of all meetings of the directors and shareholders of the Corporation or resolutions passed by the directors or shareholders on consent since the date of its control to list incorporation. To the Shares on knowledge of the ExchangeCorporation after due inquiry, the share certificate book, register of shareholders, register of transfers and register of directors of the Corporation are complete and accurate; (viiik) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they Financial Statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a basis consistent basis with that of prior periods.periods (except as stated therein) and present fairly the financial position of the Corporation as at the dates stated therein and the results of its operations and the changes in cash flows for the periods then ended. The books and records of the Corporation have been delivered or made available to the Subscriber at or prior to the Closing Date. As of the Closing Date, such books and records fairly and correctly set out and disclose, in all material respects, the financial position of the Corporation and all material financial transactions relating to its respective businesses have been accurately recorded in such books and records; (ixl) at the time of filing thereof with the securities regulators pursuant to applicable Regulations, the Public Disclosure documents: (i) were true and correct in all material respects; (ii) contained no misrepresentation; and (iii) disclosed all material facts and material changes (actual, anticipated, contemplated or threatened, whether financial or otherwise) relating to the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation; (m) no information has been omitted from the Public Disclosure Documents that, at the time of filing thereof with the securities regulators pursuant to applicable Regulations, was required under such Regulations to be stated therein or was necessary to make the statements therein not misleading in the light of the circumstances in which they were made; (n) the Corporation has not made any private placement of shares of complied in all material respects with the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six monthsRegulations applicable to it; (xo) the Corporation Common Shares are listed and posted for trading on the TSX-V; (p) there are no governmental, regulatory or third party approvals necessary or desirable to complete the transactions contemplated herein other than the approval of the TSX-V and shareholder approval relating to the Subscriber becoming a new control person (as defined under applicable Regulations); (q) other than business conditions affecting the industry generally, there is unaware no state of any information facts known to the Parent or facts concerning its business and its operations that Noram which has not been previously disclosed and released to the public Subscriber which may materially affect the Corporation or which should be disclosed to the Subscriber in order to make any of the representations and which, if warranties herein not misleading and no state of facts is known to the Purchaser, could reasonably deter Parent or Noram which may materially adversely affect the Purchaser Corporation or would operate to prevent the Corporation from subscribing and paying for continuing to carry on its business in substantially the Sharesmanner in which it was carried on at the date hereof; and (xir) all necessary corporate proceedings subject to authorize this the terms of the registration rights agreement to be entered into by the Parent and the issuance Subscriber (the “Registration Rights Agreement”), as soon as practicable the Parent shall use its reasonable efforts to obtain audited financial statements as of the Shares have been taken by the Corporation andand for its three fiscal years ended December 31, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation 2006 prepared in accordance with their respective provisionsgenerally accepted accounting principles meeting the requirements of the United States Securities and Exchange Commission (the “Commission”) for a registration statement on Form S1 relating to the sale of the Common Shares. At such time as the Parent shall have obtained audited financial statements as of and for its three fiscal years ended December 31, 2006 prepared in accordance with generally accepted accounting principles meeting the applicable requirements of the Commission, the Parent shall use its reasonable efforts to prepare and, as soon as practicable, file with the Commission a registration statement on Form S1 (or any other form for which the Corporation is then eligible) covering the resale by the holders of Common Shares as set out in the terms of the Registration Rights Agreement. The Parent shall use its reasonable efforts to have the registration statement declared effective by the Commission as soon as practicable. By 9:30 a.m. on the business day following the effective date of the registration statement, the Parent shall file with the Commission in accordance with Rule 424 under the Securities Act of 1933 the final prospectus to be used in connection with sales pursuant to such registration statement.

Representations, Warranties and Covenants of the Corporation. 7.1 The Corporation covenants, represents and warrants as follows to the undersigned Purchaser at the date of this Subscription Agreement and at the Closing Date (unless a representation or warranty speaks only in respect of a specified date, in which covenants, case such representation or warranty is provided only as of such date) and acknowledges and confirms that the Purchaser is relying upon such representations and warranties shall survive Closingin connection with the offer, sale and issuance of the Units to the Purchaser: (b) that:the Corporation is a valid and subsisting corporation duly continued and in good standing under the laws of the Province of British Columbia; (c) the Corporation has full power and authority to enter into and perform this Subscription Agreement and to do all other acts which are necessary to consummate the transactions contemplated in the Subscription Agreement; (d) the authorized share capital of the Corporation consists of an unlimited number of Common Shares, of which 37,565,000 Common Shares are issued and are outstanding as of the date hereof, each of which is validly issued, fully paid and non-assessable; (e) no person, firm, corporation or other entity holds any securities convertible into or exchangeable for securities of the Corporation or has any agreement, warrant, option, right or privilege (whether pre- emptive or contractual) being or capable of becoming an agreement, warrant, option or right (whether or not on condition(s)) for the purchase or other acquisition of any unissued securities of the Corporation, except as disclosed in the Public Record (as defined below); (f) the Corporation is a “reporting issuer” in the Provinces of British Columbia, Alberta and Ontario. The Common Shares of the Corporation are listed and posted for trading on the Exchange; (g) no order ceasing or suspending trading in the securities of the Corporation nor prohibiting sale of such securities has been issued to the Corporation or its directors, officers or promoters or to any companies that have common directors, officers or promoters and, to the knowledge of the Corporation, no investigations or proceedings for such purposes are pending or threatened; (h) the Corporation has complied and will fully comply with the requirements of applicable securities and corporate legislation in respect of the subscription contemplated hereby; (i) the Corporation has been duly continued and is a validly subsisting corporation under the laws of Canada; (ii) the Corporation has all necessary corporate power and authority to own its assets and to carry on its business as now conducted; (iii) this agreement has been duly authorised by all necessary corporate action on the part of the Corporation; (iv) the execution and delivery of this agreement and the fulfillment of the terms hereof and the issue issuance and sale of the Shares Units and the completion of the other transactions contemplated by the Corporation as provided in this agreement Subscription Agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions conditions, or provisions of the current constating documents, by-laws and resolutions documents of the Corporation or breach any material contracts agreement or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) instrument to which the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within party or by which its control to list the Shares on the Exchangeassets are affected; (viiij) this Subscription Agreement has been duly authorized by all necessary corporate action on the unaudited consolidated financial statements part of the Corporation, and constitutes a valid obligation of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation upon it and enforceable against the Corporation in accordance with their respective provisionsits terms; (k) the Common Shares 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; (l) on the Closing Date, every consent, approval, authorization or order from the Exchange, other applicable regulatory authorities or otherwise that is required for the transactions herein contemplated to occur at Closing will have been obtained and will be in effect, other than any post-Closing filings referred to in the conditional acceptance letter of the Exchange and post-Closing filings required under Applicable Securities Laws; and (m) in connection with the issuance of the Medigus ADS’ assigned, transferred and delivered to the Corporation in exchange for the Exchange Units, the Corporation represents and warrants: (i) the Medigus ADSs proposed to be acquired by the Corporation hereunder will be acquired for investment for the Corporation’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Corporation has no present intention of selling, granting any participation in or otherwise distributing the Medigus ADSs, except in compliance with applicable securities laws. The Corporation further represents that it does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participation to such Person with respect to the Medigus ADSs proposed to be acquired by the Corporation hereunder. For purposes of this Agreement, “Person” means any individual, partnership, corporation, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity (or any department, agency or political subdivision thereof) or other entity.

Representations, Warranties and Covenants of the Corporation. The Corporation covenantsrepresents, represents warrants and warrants covenants to and with the undersigned Agent, the Purchaser (and to any others on whose behalf the Purchaser is contracting hereunder) as of the date hereof and as of the Closing Date, which covenantsrepresentations, representations warranties and warranties covenants shall survive Closing) the Closing for a period of two years and any investigation made by the Agent, the Purchaser or such others, that: (ia) the Corporation has been duly continued and is a validly subsisting existing corporation in good standing under the laws of Canadathe jurisdiction in which it is incorporated, and the Corporation has no subsidiaries; (iib) the Corporation is duly qualified and authorized to do business in the jurisdiction(s) in which it carries on business or to own property where required under the laws of the jurisdiction(s) in which any such property is located; (c) the Corporation is current with all material filings required to be made under the laws of any jurisdiction in which it carries on any material business, and the Corporation has all necessary licenses, leases, permits, authorizations and other approvals necessary to permit it to conduct its business as currently conducted, except where the failure to have any such license, lease, permit, authorization or approval would not have a material adverse effect on the Corporation and its business; (d) the audited financial statements of the Corporation as at and for the year ended December 31, 2000 present fairly, in all material respects, the financial position of the Corporation as at that date, and the results of its operations and the changes in its financial position for the 12-month period then ended in accordance with generally accepted accounting principles, and the unaudited financial statements of the Corporation as at and for the nine months ended September 30, 2001 present fairly, in all material respects, the financial position of the Corporation as at that date, and the results of its operations and the changes in its financial position for the nine-month period then ended; since September 30, 2001, there has been no material adverse change in the business, affairs or financial or other condition of the Corporation or any of its subsidiaries, except as disclosed in the notes to the financial statements for the nine-month period then ended; (e) the Corporation has all necessary corporate requisite power and authority to own carry out its assets obligations under this Agreement, the Investor Rights Agreement, the Preferred Shares, the Series B Warrants and to carry on its business as now conductedthe Additional Warrants; (f) this Agreement has been, and the Investor Rights Agreement, the Preferred Shares, the Series B Warrants and the Additional Warrants, will be on the Closing Date, duly authorized, executed and delivered by the Corporation and constitute or on the Closing Date will constitute, legal, valid and binding obligations of the Corporation enforceable in accordance with their terms except that: (i) the enforcement hereof or thereof may be limited by bankruptcy, insolvency, reorganization and other laws affecting the enforcement of creditors' rights generally, (ii) rights of indemnity thereunder may be limited under applicable law, and (iii) this agreement has been duly authorised by all necessary corporate action equitable remedies, including without limitation specific performance and injunctive relief, may be granted only in the discretion of a court of competent jurisdiction; (g) the Preferred Shares comprising part of the Units are or on the part Closing Date will be duly and validly authorized and, when issued and delivered against payment therefor, will be duly and validly issued, fully paid and non-assessable shares in the capital stock of the Corporation; (ivh) the execution and delivery Corporation will, as soon as reasonably practicable, convene a meeting of this agreement and the fulfillment of the terms hereof and the issue and sale of the Shares by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions shareholders of the Corporation or breach any material contracts or outstanding debts or equity securities of at which the CorporationCorporation will place before shareholders a proposal for the Authorized Capital Increase; (vi) immediately following the Authorized Capital Increase, the Corporation will reserve a sufficient number of Common Shares willunissued as may be required to be issued pursuant to the conversion of the Preferred Shares and the exercise of the Series B Warrants and the Additional Warrants comprising the Purchased Units and, assuming the implementation of the Authorized Capital Increase, when issued and delivered upon payment thereforsuch conversion or exercise, such Common Shares will be duly and validly issued as fully paid and non-assessableassessable shares in the capital stock of the Corporation; (vij) the authorized capital of the Corporation consists of 43,750,000 Common Shares and 5,000,000 shares of preferred stock, $.01 par value per share. Of the preferred stock, 500,000 shares have been designated as Series A Convertible Preferred Stock and, on or prior to the Closing Date, not more than 1,124,833 shares will be designated as Preferred Shares. There are 15,343,342 Common Shares outstanding, no shares of Series A Convertible Preferred Stock or Preferred Shares outstanding (other than Preferred Shares issued or to be issued in the Offering or to Dimotech as referred to in Section 1 hereof). In addition, the Corporation has (i) outstanding a convertible note held by Dimotech (the "Convertible Note") in the principal amount of $40,000 which is convertible, at the holder's option, into Common Shares at a price of $1.00 per share or into any class of preferred shares at the price paid by the purchasers thereof; provided, however, that if any such preferred shares are convertible into Common Shares (as is the case with the Preferred Shares), the holder would be entitled to receive no more than the number of preferred shares which, at the then existing conversion rate, would convert into 40,000 Common Shares, and (ii) available for issuance pursuant to options which may be granted under its 1992 Stock Option Plan, 2000 Stock Option Plan and 2001 Stock Option Plan, an aggregate of approximately 6,000,000 Common Shares and outstanding options and warrants to purchase an aggregate of approximately 9,000,000 Common Shares, of which all outstanding Class A and Class B warrants (to purchase 4,768,000 Common Shares) are scheduled to expire in March 2002. The Corporation has agreed to grant options to purchase an additional 5,200,000 Common Shares upon the closing of the Offering, at an exercise price equal to the initial conversion price of the Preferred Shares. The Corporation has agreed to settle a debt of approximately $320,000 owing to a creditor, Polymer Technology Group. The settlement involves a cash payment, issuance of Common Shares at the market price on the date of the agreement and issuance of a note principal amount equal to a portion of the debt. The note is convertible into Common Shares at a price in excess of the current market price; (k) the Corporation is a reporting issuer not, and at the Closing Date will not be: (i) in good standing under the securities legislation breach or violation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance any of the terms or provisions of, or in default under, this Agreement, any other Subscription Agreement for the purchase of Units, the Agency Agreement, the Preferred Shares or the Warrants, any indenture, mortgage, deed of trust or loan agreement, (except as disclosed in the Corporation's SEC filings), other agreement (written or oral) or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject, which breach or violation or the consequences thereof would result in a material adverse change to it or its business; or (ii) in violation of the provisions of its articles, by-laws, resolutions or any statute or any other rule or regulation of any court or governmental agency or body having jurisdiction over it or any of its properties which violation or the consequences thereof would result in a material adverse change to it or its business; (l) the issue and sale of the Purchased Units and the issue of Preferred Shares, Series B Warrants, Additional Warrants, any Common Shares on the conversion of Preferred Shares or the exercise of Series B Warrants and Additional Warrants, and the performance and consummation of the transactions contemplated herein will not contravene 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 (written or oral) or instrument to which the Corporation or any subsidiary is bound or to which any of the property or assets of the Corporation or any subsidiary is subject, which breach or violation or the consequences thereof would result in a material adverse change to the Corporation and its business, nor will any such action conflict with or, assuming implementation of the Authorized Capital Increase, result in any violation of the provisions of the Applicable Securities Legislationarticles, as well as the rules and policies by-laws or resolutions of the Exchange and Corporation or any statute or any order, rule or regulation of the other regulatory authorities any court or governmental agency or body having jurisdiction over the Corporation and will be exempt from or any subsidiary or any of its properties which violation or the registration and prospectus requirements of the Applicable Securities Legislation. (vii) consequences thereof would result in a material adverse change to the Corporation will take all steps within or its control to list the Shares on the Exchangebusiness; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ixm) the Corporation has established on its books reserves which are adequate for the payment of all taxes not made any private placement of shares yet due and payable; there are no liens or other liabilities for taxes on the assets of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares Corporation except for taxes not yet due; there are no audits of any class during of the last six monthstax returns of the Corporation which are known by the Corporation's management to be pending and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any government or agency of any deficiency having a material adverse effect on the properties, business or assets of the Corporation; (xn) the Corporation is unaware has good and valid title to its properties, leaseholds and assets, including without limitation the properties, leaseholds and assets reflected in the balance sheet as of September 30, 2001 referred to in clause 8(d) above, except properties, leaseholds and assets disposed of since such date at fair market value in the ordinary course of business, and has good title to all its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance, charge, rights of first refusal or options to purchase, whether or not relating to extensions of credit or the borrowing of money, other than as disclosed in such balance sheet except as incurred in the ordinary course of business since the date of such balance sheet, and except in any event (i) for a security interest in the Corporation's tangible assets to secure payment of the Convertible Note, and (ii) where the failure to hold good title or the existence of a mortgage, pledge, lien, lease, encumbrance, charge, right of first refusal or option to purchase would not have a material adverse effect on the Corporation or its business; there exists no condition which interferes with the economic value or use of such properties and assets and all tangible assets are in good working condition and repair (subject to ordinary wear and tear) except where the existence of any such condition would not have a material adverse effect on the Corporation or its business; (o) the Corporation owns, or has applied for registration of, all patents, trade-marks, service marks, trade names, and copyrights necessary for the conduct of its business, except where the failure to so own or apply for registration would not have a material adverse effect on the Corporation or its business; to the best of the knowledge, information and belief of the Corporation, none of the past or facts concerning present activities of the Corporation or the products, services or assets of the Corporation infringe or constitute an unauthorized use of any proprietary rights of others, and the Corporation has not received any notice of infringement of, or conflict with, asserted rights of others with respect to any patent, trade-mark, service mark, trade name, or copyright that, individually or in the agxxxxate, if the subject of an unfavourable decision, ruling, or finding, would result in a material adverse change to the Corporation or its business; (p) the Corporation has taken reasonable measures to protect and preserve the confidentiality of all trade secrets and other non-patented proprietary information of the Corporation, including without limitation the procurement of proprietary invention assignments and non-disclosure and non-competition agreements from employees, consultants, subcontractors, customers and other persons who have access to such information; (q) the Corporation has filed all necessary federal, state and municipal property, income and franchise tax returns and has paid all taxes shown as due thereon or otherwise owed by it to any taxing authority except those contested in good faith and for which appropriate amounts have been reserved in accordance with generally accepted accounting principles; there is no tax deficiency which has been, or to the best of the knowledge, information and belief of the Corporation might be, asserted against the Corporation which would materially affect the business or operations of the Corporation; the Corporation has paid all applicable federal and state payroll and withholding taxes; (r) there is no collective bargaining or other union agreement to which the Corporation is a party or by which it is bound, or which is currently being negotiated; the Corporation does not sponsor, maintain or contribute to any pension, retirement, profit sharing, incentive compensation, bonus or other employee benefit plan, including without limitation any employee benefit plan covered by Title 4 of the Employee Retirement Income Security Act of 1974 ("ERISA") or any "multi-employer plan" as defined in Section 4001(a)(3) of ERISA, or any other employee benefit plan; to the best of the knowledge, information and belief of the Corporation, (i) no employee of the Corporation is a party to or bound by any agreement, contract or commitment, or subject to any restrictions, particularly but without limitation in connection with any previous employment of any such person, which would result in a material adverse change to the Corporation and its operations that business, and (ii) no senior officer has not been disclosed any present intention of terminating his employment with the Corporation, and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the SharesCorporation has no present intention of terminating any such employment; and (xis) all necessary corporate proceedings there is no adverse claim, action, proceeding or investigation pending or, to authorize this agreement the knowledge, information and the issuance belief of the Corporation, threatened, which questions the validity of the issue or sale of the Units or the issue of any Preferred Shares, Series B Warrants, Additional Warrants or any Common Shares have been on conversion of the Preferred Shares or exercise of the Series B Warrants, Additional Warrants or the validity of any action taken or to be taken by the Corporation andin connection with this Agreement or the Investor Rights Agreement or which would result in any material adverse change in the financial condition, from its execution by results of operations, business or prospects of the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisions.

Representations, Warranties and Covenants of the Corporation. The 3.1 By execution of this Subscription Agreement, the Corporation covenants, hereby represents and warrants to to, and covenants with, the undersigned (which covenantsSubscriber as follows and acknowledges that the Subscriber is relying on such representations, representations warranties and warranties shall survive Closing) thatcovenants in connection with the transactions contemplated herein: (ia) the Corporation has been duly continued incorporated and is a validly subsisting corporation and in good standing under the laws of Canadathe Province of Ontario and has all requisite corporate power and capacity to enter into, and carry out its obligations under, this Subscription Agreement; (iib) on the Closing Date, the Corporation has will have taken all corporate steps and proceedings necessary corporate power and authority to own its assets and to carry on its business as now conducted; (iii) this agreement has been duly authorised by all necessary corporate action on approve the part of the Corporation; (iv) transactions contemplated hereby, including the execution and delivery of this agreement and the fulfillment Subscription Agreement; (c) as of the terms hereof and close of business on April 13th, 2015, the issue and sale of the Shares by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions authorized capital of the Corporation or breach any material contracts or consists of an unlimited number of Common Shares of which 155,566,460 Common Shares are issued and outstanding debts or equity securities as fully paid and non-assessable (d) as of the Corporationclose of business on April 13th, 2015, 14,525,000 options and no warrants were outstanding; (ve) the Corporation has full corporate power and authority to undertake the Common Share Unit Offering contemplated hereby and, at the Closing Time, the Common Shares willand the Warrants will be duly and validly authorized, upon payment therefor, and on Closing the Common Shares will be validly issued as fully paid and non-assessableassessable Common Shares; (vif) the Corporation is a reporting issuer in good standing under the securities legislation of in British Columbia and Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation.; (viig) the Corporation has taken or will take all steps within its control as may be necessary for it to list comply with the Shares on requirements of the Exchangeapplicable securities laws of the Designated Provinces and the Corporation is entitled to avail itself of the applicable prospectus and registration exemptions available under the applicable securities laws of the Designated Provinces; (viiih) there are no material actions, suits proceedings, investigations or claims now threatened or pending against the unaudited consolidated financial statements Corporation which could result in a material liability in respect of taxes, governmental charges or levies or any governmental authority, penalties, interest, fines, assessments or reassessments or any matters under discussion with any governmental authority relating to taxes, governmental charges, penalties, interest, fines, assessments or reassessments asserted by any such authority and the Corporation has withheld (where applicable) from each payment to each of the present and former officers, directors, employees and consultants thereof the amount of all taxes and other amounts, including but not limited to, income tax and other deductions, required to be withheld therefrom, and has paid the same or will pay the same when due to the property tax or other receiving authority within the time required under applicable tax legislation; (i) no order ceasing or suspending trading in the securities of the Corporation and nor prohibiting sale of the report Common Shares has been issued to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares or its directors, officers or promoters and to the best of the same class as the Shares Issuer’s knowledge no investigations or shares of other class proceedings for such purposes are pending or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Sharesthreatened; and (xij) all necessary corporate proceedings if the Subscriber is relying on the Existing Security Holder Exemption as indicated by the Subscriber on the Existing Security Holder Exemption Certificate attached as Schedule “C” to authorize this agreement Subscription Agreement (the Subscriber having checked the applicable subparagraph), the Corporation makes the additional representations and warranties set out in section 6.2 of this Subscription Agreement; such representations, warranties and covenants shall survive the issuance Closing of the Shares have been taken by purchase and sale of the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized Units and shall constitute valid continue in full force and legally binding obligations effect for the benefit of the Corporation enforceable against the Corporation in accordance with their respective provisionsSubscriber.

Representations, Warranties and Covenants of the Corporation. The 3.1 By execution of this Subscription Agreement, the Corporation covenants, hereby represents and warrants to to, and covenants with, the undersigned (which covenantsSubscriber as follows and acknowledges that the Subscriber is relying on such representations, representations warranties and warranties shall survive Closing) thatcovenants in connection with the transactions contemplated herein: (ia) the Corporation has been duly continued incorporated and is a validly subsisting corporation and in good standing under the laws of Canadathe Province of Ontario and has all requisite corporate power and capacity to enter into, and carry out its obligations under, this Subscription Agreement; (iib) on the Closing Date, the Corporation has will have taken all corporate steps and proceedings necessary corporate power and authority to own its assets and to carry on its business as now conducted; (iii) this agreement has been duly authorised by all necessary corporate action on approve the part of the Corporation; (iv) transactions contemplated hereby, including the execution and delivery of this agreement and the fulfillment Subscription Agreement; (c) as of the terms hereof and close of business on April 13th, 2015, the issue and sale of the Shares by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions authorized capital of the Corporation or breach any material contracts or consists of an unlimited number of Common Shares of which 155,566,460 Common Shares are issued and outstanding debts or equity securities as fully paid and non-assessable (d) as of the Corporationclose of business on April 13th, 2015, 14,525,000 options and no warrants were outstanding; (ve) the Corporation has full corporate power and authority to undertake the Common Share Unit Offering contemplated hereby and, at the Closing Time, the Common Shares willand the Warrants will be duly and validly authorized, upon payment therefor, and on Closing the Common Shares will be validly issued as fully paid and non-assessableassessable Common Shares; (vif) the Corporation is a reporting issuer in good standing under the securities legislation of in British Columbia and Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation.; (viig) the Corporation has taken or will take all steps within its control as may be necessary for it to list comply with the Shares on requirements of the Exchangeapplicable securities laws of the Designated Provinces and the Corporation is entitled to avail itself of the applicable prospectus and registration exemptions available under the applicable securities laws of the Designated Provinces; (viiih) there are no material actions, suits proceedings, investigations or claims now threatened or pending against the unaudited consolidated financial statements Corporation which could result in a material liability in respect of taxes, governmental charges or levies or any governmental authority, penalties, interest, fines, assessments or reassessments or any matters under discussion with any governmental authority relating to taxes, governmental charges, penalties, interest, fines, assessments or reassessments asserted by any such authority and the Corporation has withheld (where applicable) from each payment to each of the present and former officers, directors, employees and consultants thereof the amount of all taxes and other amounts, including but not limited to, income tax and other deductions, required to be withheld therefrom, and has paid the same or will pay the same when due to the property tax or other receiving authority within the time required under applicable tax legislation; (i) no order ceasing or suspending trading in the securities of the Corporation and nor prohibiting sale of the report Common Shares has been issued to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares or its directors, officers or promoters and to the best of the same class as the Shares Issuer’s knowledge no investigations or shares of other class proceedings for such purposes are pending or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Sharesthreatened; and (xij) all necessary corporate proceedings to authorize this agreement and if the issuance of Subscriber is relying on the Shares have been taken Existing Security Holder Exemption as indicated by the Corporation and, from its execution by Subscriber on the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisions.Existing Security Holder Exemption Certificate attached as Schedule “C” to this

Representations, Warranties and Covenants of the Corporation. The By execution of this Subscription Agreement, the Corporation covenants, represents hereby agrees with the Subscriber that the Subscriber shall have the benefit of the representations and warrants warranties made by the Corporation below and to the undersigned (which covenantsUnderwriter as set forth in the Underwriting Agreement, and acknowledges that the Subscriber is relying on such representations and warranties in connection with the transactions contemplated herein. Such representations and warranties shall survive Closingcontinue in full force and effect for the benefit of the Subscriber in accordance with the Underwriting Agreement. The Corporation represents and warrants to, and covenants with, the Subscriber as follows: (a) thatUpon issue, the Flow-Through Shares will be "Flow-Through Shares" as defined in subsection 66(15) of the Tax Act and the Proposed Amendments and are not and will not be "prescribed shares" within the meaning of section 6202.1 of the regulations to the Tax Act. The Corporation does not have and will not have prior to the Termination Date a Prescribed Relationship with the Subscriber and if the Subscriber is a partnership, with a partner or limited partner of such partnership. (b) The Corporation is a "principal-business corporation" as defined in subsection 66(15) of the Tax Act and will continue to be a "principal-business corporation" until such time as all of the Resource Expenses required to be renounced under this Subscription Agreement have been incurred and validly renounced pursuant to the Tax Act. (c) The Corporation has no reason to believe that it will be unable to: (i) incur, on or after the Closing Date and on or before the Termination Date, or (ii) renounce to the Subscriber effective on or before December 31, 2009, Resource Expenses in an aggregate amount equal to the Subscription Price, and the Corporation has no reason to expect any reduction of such amount by virtue of subsection 66(12.73) of the Tax Act. (d) The Corporation hereby agrees to incur Resource Expenses in an amount equal to the Subscription Price on or before the Termination Date in accordance with this Subscription Agreement and agrees to renounce to the Subscriber, on or before March 31, 2010 with an effective date no later than December 31, 2009, pursuant to subsections 66(12.6) and 66(12.66) of the Tax Act, Resource Expenses incurred or to be incurred on or before the Termination Date in an amount equal to the Subscription Price. (e) The Corporation shall deliver to the Subscriber, on or before March 31, 2010, the relevant Prescribed Forms, fully completed and executed, renouncing to the Subscriber, Resource Expenses in an amount equal to the Subscription Price with an effective date of no later than December 31, 2009, such delivery constituting the authorization of the Corporation to the Subscriber to file such Prescribed Forms with the relevant taxation authorities. (f) The Resource Expenses to be renounced by the Corporation to the Subscriber: (i) will constitute CEE on the Corporation has been duly continued and is a validly subsisting corporation under effective date of the laws of Canadarenunciation; (ii) will not include expenses that are "Canadian exploration and development overhead expenses" (as defined in the Corporation has all necessary corporate power regulations to the Tax Act for purposes of paragraph 66(12.6)(b) of the Tax Act) of the Corporation, the amount of any assistance described in paragraph 66(12.6)(a) of the Tax Act, amounts which constitute specified expenses for seismic data described in paragraph 66(12.6)(b.1) of the Tax Act or any expenses for prepaid services or rent that do not qualify as outlays and authority to own its assets and to carry on its business expenses for the period as now conducteddescribed in the definition of "expense" in subsection 66(15) of the Tax Act; (iii) this agreement will not include any amount that has previously been duly authorised renounced by all necessary corporate action on the part of Corporation to the CorporationSubscriber or to any other Person; (iv) the execution and delivery of this agreement and the fulfillment of the terms hereof and the issue and sale of the Shares would be deductible by the Corporation in computing its income for the purposes of Part I of the Tax Act but for the renunciation to the Subscriber; and (v) will not be subject to any reduction under subsection 66(12.73) of the Tax Act. (g) The Corporation shall not reduce the amount renounced to the Subscriber pursuant to subsection 66(12.6) of the Tax Act. (h) The Corporation shall not be subject to the provisions of subsection 66(12.67) of the Tax Act in a manner which impairs its ability to renounce Resource Expenses to the Subscriber in an amount equal to the Subscription Price. (i) The Corporation acknowledges that it is not now entitled to receive any assistance, as provided defined in the Tax Act, in respect of the Resource Expenses. If the Corporation receives, or becomes entitled to receive, any government assistance which is described in paragraph (a) of the definition of "excluded obligation" in subsection 6202.1(5) of the regulations made under the Tax Act and the receipt of or entitlement to receive such government assistance has or will have the effect of reducing the amount of CEE validly renounced to the Subscriber hereunder to less than the aggregate of the Subscription Price, the Corporation shall incur additional Resource Expenses on or before the time it renounces the Resource Expenses to the Subscriber pursuant to their Subscription Agreement in an amount sufficient to allow it to renounce to the Subscriber, the Subscription Price. (j) The Corporation shall use the gross proceeds of the Offering for general exploration activities on the Corporation's properties and shall deliver to the Subscriber, on or before March 31, 2010, a list of the provinces, territories or other jurisdictions in Canada where the Corporation has incurred, or intends to incur, Resource Expenses together with the amount incurred in each such province, territory or other jurisdiction of Canada. (k) The Corporation shall file with the CRA, and, if applicable, with the appropriate authorities in the Province of Québec, within the time prescribed by subsection 66(12.68) of the Tax Act and the applicable provisions of the Quebec Tax Act (i) the forms prescribed for the purposes of such legislation, together with a copy of this Subscription Agreement and shall forthwith following such filings provide to the Subscriber a copy of such forms; and (ii) the form prescribed for purposes of subsection 66(12.7) of the Tax Act on or before the last day of the first month after each month in which any renunciation is made pursuant to the terms of this Subscription Agreement. (l) The Corporation will keep proper books, records and accounts in respect of all Resource Expenses and all transactions and events affecting the Subscription Price, the Resource Expenses and the amounts renounced to the Subscriber hereunder, and upon reasonable notice, will, on a timely basis, make such books, records, accounts and any other relevant documents available for inspection and audit by or on behalf of the Subscriber. (m) Neither the Corporation nor any corporation "associated" (as such term is defined in the Tax Act) with the Corporation is a party to any other agreement do for the issuance of Flow-Through Shares for which the required expenditures have not been incurred. (n) The Corporation has not and will not conflict with and do not and will not result enter into transactions or take deductions which would otherwise reduce its cumulative CEE to an extent which would preclude a renunciation of Resource Expenses hereunder in a breach of any of an amount equal to the termsSubscription Price on or before December 31, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation2009. (viio) the The Corporation will take all steps within its control to list file with the Shares on the Exchange; (viii) the unaudited consolidated financial statements CRA, before March 31 of the Corporation year following a particular year, any return required to be filed under Part XII.6 of the Tax Act in respect of the particular year, and the report to shareholders for the period will pay any tax or other amount owing in respect of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied that return on a consistent basis with prior periodstimely basis. (ixp) If the Corporation has not made amalgamates with any private placement one or more companies, any shares issued to or held by the Subscriber as a replacement for the Flow-Through Shares as a result of shares such amalgamation will qualify, by virtue of subsection 87(4.4) of the same class Tax Act, as Flow-Through Shares and in particular will not be "prescribed shares" as defined in section 6202.1 of the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released regulations to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisionsTax Act.

Representations, Warranties and Covenants of the Corporation. The Corporation covenantsrepresents, represents warrants and warrants covenants to the undersigned Agent, the Purchaser (and to any others on whose behalf the Purchaser is contracting hereunder) as of the date hereof and as of the Closing Date, which covenantsrepresentations, representations warranties and warranties covenants shall survive any investigation made by the Agent, the Purchaser or such others for a period of two years after the Closing) , that: (a) the Corporation is a validly existing corporation in good standing under the laws of the jurisdiction in which it is incorporated, and the Corporation has no subsidiaries; (b) the Corporation is duly qualified and authorized to do business in the jurisdiction(s) in which it carries on business or to own property where required under the laws of the jurisdiction(s) in which any such property is located; (c) the Corporation is current with all material filings required to be made under the laws of any jurisdiction in which it carries on any material business, and the Corporation has all necessary licenses, leases, permits, authorizations and other approvals necessary to permit it to conduct its business as currently conducted, except where the failure to have any such license, lease, permit, authorization or approval would not have a material adverse effect on the Corporation and its business; (d) the audited financial statements of the Corporation as at and for the year ended December 31, 2005 present fairly, in all material respects, the financial position of the Corporation as at that date, and the results of its operations and the changes in its financial position for the 12-month period then ended in accordance with generally accepted accounting principles, and there has been no material adverse change in the business, affairs or financial or other condition of the Corporation or any of its subsidiaries, except as disclosed in the notes to the financial statements for the 12-month period then ended; (e) the Corporation has all requisite power and authority to carry out its obligations under this Subscription Agreement and the Investor Rights Agreement including but not limited to its covenant to file with the U.S. Securities and Registration Commission, within 60 days after the Final Closing, a registration statement on Form SB-2 covering the resale of the Shares, subject to the terms and conditions of the Investor Rights Agreement; (f) this Subscription Agreement has been, and the Investor Rights Agreement will be on the Closing Date, duly authorized, executed and delivered by the Corporation and constitute or on the Closing Date will constitute, legal, valid and binding obligations of the Corporation enforceable in accordance with their terms except that: (i) the enforcement hereof or thereof may be limited by bankruptcy, insolvency, reorganization and other laws affecting the enforcement of creditors’ rights generally, (ii) rights of indemnity thereunder may be limited under applicable law, and (iii) equitable remedies, including without limitation specific performance and injunctive relief, may be granted only in the discretion of a court of competent jurisdiction; (g) the Shares are or on the Closing Date will be duly and validly authorized and, when issued and delivered against payment therefor, will be duly and validly issued, fully paid and non-assessable shares in the capital stock of the Corporation; (h) the authorized capital of the Corporation consists of 100,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par value of $0.01 per share. Of the preferred stock, 500,000 shares have been designated as Series A Convertible Preferred Stock, 1,116,500 shares have been designated as Series B Convertible Preferred Stock and 663,000 shares have been designated as Series C Convertible Preferred Stock. As of March 28, 2006 there were 66,696,447 shares of Common Stock and no shares of preferred stock outstanding. In addition, the Corporation has (i) outstanding a convertible note held by Dimotech, Ltd. (the “Convertible Note”) in the principal amount of $40,000 which is convertible, at the holder’s option, into Common Stock at a price of $1.00 per share or into any series of preferred shares at the price paid by the purchasers thereof; provided, however, that if any such preferred shares are convertible into Common Stock, the holder would be entitled to receive no more than the number of preferred shares which, at the then existing conversion rate, would convert into 40,000 shares of Common Stock, (ii) outstanding a convertible note held by Polymer Technology Group, Inc. in the principal amount of $70,000 which is convertible, at the holder’s option, into Common Stock at a price of $1.00 per share and (iii) available for issuance pursuant to options which have been granted under its 2000 Stock Option Plan, 2001 Stock Option Plan and other agreements, an aggregate of approximately 12,001,000 shares of Common Stock; (i) the Corporation has been duly continued is not, and at the Closing Date will not be: (i) in breach or violation of any of the terms or provisions of, or in default under, this Agreement, any other Subscription Agreement for the purchase of Shares, the Agency Agreement, any indenture, mortgage, deed of trust or loan agreement, (except as disclosed in the Corporation’s SEC filings), other agreement (written or oral) or instrument to which it is a validly subsisting corporation under party or by which it is bound or to which any of its property or assets is subject, which breach or violation or the laws consequences thereof would result in a material adverse change to it or its business; or (ii) in violation of Canadathe provisions of its articles, by-laws, resolutions or any statute or any other rule or regulation of any court or governmental agency or body having jurisdiction over it or any of its properties which violation or the consequences thereof would result in a material adverse change to it or its business; (iij) the issue and sale of the Purchased Shares and the performance and consummation of the transactions contemplated herein 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 (written or oral) or instrument to which the Corporation or any subsidiary is bound or to which any of the property or assets of the Corporation or any subsidiary is subject, which breach or violation or the consequences thereof would result in a material adverse change to the Corporation or its business, nor will any such action conflict with or result in any violation of the provisions of the articles, by-laws or resolutions of the Corporation or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Corporation or any subsidiary or any of its properties which violation or the consequences thereof would result in a material adverse change to the Corporation or its business; (k) the Corporation has all necessary corporate power and authority to own its assets and to carry established on its business as now conducted; (iii) this agreement has been duly authorised by books reserves which are adequate for the payment of all necessary corporate action taxes not yet due and payable; there are no liens or other liabilities for taxes on the part assets of the Corporation except for taxes not yet due; there are no audits of any of the tax returns of the Corporation which are known by the Corporation’s management to be pending and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any government or agency of any deficiency having a material adverse effect on the properties, business or assets of the Corporation; (ivl) the execution Corporation has good and delivery valid title to its properties, leaseholds and assets, including without limitation the properties, leaseholds and assets reflected in the balance sheet as of this agreement December 31, 2005 referred to in Section 6(d) above, except properties, leaseholds and assets disposed of since such date at fair market value in the ordinary course of business, and has good title to all its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance, charge, rights of first refusal or options to purchase, whether or not relating to extensions of credit or the borrowing of money, other than as disclosed in such balance sheet except as incurred in the ordinary course of business since the date of such balance sheet, and except in any event (i) for a security interest in the Corporation’s tangible assets to secure payment of the Convertible Note, and (ii) where the failure to hold good title or the existence of a mortgage, pledge, lien, lease, encumbrance, charge, right of first refusal or option to purchase would not have a material adverse effect on the Corporation or its business; there exists no condition which interferes with the economic value or use of such properties and assets and all tangible assets are in good working condition and repair (subject to ordinary wear and tear) except where the existence of any such condition would not have a material adverse effect on the Corporation or its business; (m) the Corporation owns, or has applied for registration of, all patents, trade marks, service marks, trade names, and copyrights necessary for the conduct of its business, except where the failure to so own or apply for registration would not have a material adverse effect on the Corporation or its business; to the best of the knowledge, information and belief of the Corporation, none of the past or present activities of the Corporation or the products, services or assets of the Corporation infringe or constitute an unauthorized use of any proprietary rights of others, and the fulfillment Corporation has not received any notice of infringement of, or conflict with, asserted rights of others with respect to any patent, trade xxxx, service xxxx, trade name, or copyright that, individually or in the aggregate, if the subject of an unfavorable decision, ruling, or finding, would result in a material adverse change to the Corporation or its business; (n) the Corporation has taken reasonable measures to protect and preserve the confidentiality of all trade secrets and other non-patented proprietary information of the terms hereof Corporation, including without limitation the procurement of proprietary invention assignments and non-disclosure and non-competition agreements from employees, consultants, subcontractors, customers and other persons who have access to such information; (o) the Corporation has filed all necessary federal, state and municipal property, income and franchise tax returns and has paid all taxes shown as due thereon or otherwise owed by it to any taxing authority except those contested in good faith and for which appropriate amounts have been reserved in accordance with generally accepted accounting principles; there is no tax deficiency which has been, or to the best of the knowledge, information and belief of the Corporation might be, asserted against the Corporation which would materially affect the business or operations of the Corporation; the Corporation has paid all applicable federal and state payroll and withholding taxes; (p) there is no collective bargaining or other union agreement to which the Corporation is a party or by which it is bound, or which is currently being negotiated; the Corporation does not sponsor, maintain or contribute to any pension, retirement, profit sharing, incentive compensation, bonus or other employee benefit plan, including without limitation any employee benefit plan covered by Title 4 of the Employee Retirement Income Security Act of 1974 (“ERISA”) or any “multi-employer plan” as defined in Section 4001(a)(3) of ERISA, or any other employee benefit plan; to the best of the knowledge, information and belief of the Corporation, (i) no employee of the Corporation is a party to or bound by any agreement, contract or commitment, or subject to any restrictions, particularly but without limitation in connection with any previous employment of any such person, which would result in a material adverse change to the Corporation or its business, and (ii) no senior officer has any present intention of terminating his employment with the Corporation, and the Corporation has no present intention of terminating any such employment; and (q) there is no adverse claim, action, proceeding or investigation pending or, to the knowledge, information and belief of the Corporation, threatened, which questions the validity of the issue and or sale of the Shares by or the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach validity of any of the terms, conditions action taken or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, to be validly issued as fully paid and non-assessable; (vi) the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation andin connection with this Subscription Agreement or the Investor Rights Agreement or which would result in any material adverse change in the financial condition, from its execution by results of operations, business or prospects of the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisions.

Representations, Warranties and Covenants of the Corporation. The Corporation covenants, hereby represents and warrants to the undersigned Agent (on its own behalf and on behalf of each of the Purchasers) that as at the date hereof: (a) the Corporation has been duly incorporated, continued or amalgamated and is validly existing under the laws of its governing jurisdiction, has all requisite power and authority and is duly qualified to carry on its business as now conducted and to own or lease its properties and assets and the Corporation has all requisite corporate power and authority to carry out its obligations under this Agreement, the Warrant Indenture and the Compensation Option Certificates, and any other document, filing, instrument or agreement delivered in connection with the Offering, and to carry out its obligations hereunder and thereunder; (b) no agreement is in force or effect which covenantsin any manner affects the voting or control of any of the securities of the Corporation to which the Corporation is a party or to which the Corporation is aware; (c) the Subsidiary is inactive, representations has no material assets or liabilities (other than the sublicense from Ion Pharmaceuticals Inc. and warranties shall survive Closingthe due to the Corporation, the amount of which is material but has been effectively eliminated), is not party to any material agreement (other than the XxXxxx Shareholders Agreement and the Arrangement Agreement) thatand no material revenues are booked through such Subsidiary; (d) 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; (e) all consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for the execution and delivery of this Agreement and the sale of the Offered Units, and the consummation of the transactions contemplated hereby, have been made or obtained or will be obtained prior to the Closing Date, as applicable, subject only to the Standard Listing Conditions contained in the TSX Letter; (f) the currently issued and outstanding Common Shares are listed and posted for trading on the TSX and on the OTC Pink (commonly known as the “pink sheets”) and no order ceasing or suspending trading in any securities of the Corporation or prohibiting the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are pending or, to the knowledge of the Corporation, threatened; (g) the definitive form of certificates representing the Common Shares complies with the requirements of the Canada Business Corporations Act, complies with the requirements of the TSX Company Manual and does not conflict with the constating documents of the Corporation; (h) the audited consolidated financial statements of the Corporation as at and for the year ended May 31, 2010 (the “Audited Financial Statements”) and the unaudited interim consolidated financial statements as at and for the three and nine month period ended February 28, 2011: (i) have been prepared in accordance with generally accepted accounting principles in Canada consistently applied throughout the period referred to therein; (ii) present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise) of the Corporation as at such dates and results of operations of the Corporation for the periods then ended; and (iii) contain and reflect adequate provision 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 May 31, 2010 (other than, to the extent required by Applicable Securities Laws, the adoption of International Financial Reporting Standards and changes incidental thereto); (i) 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 and, other than with respect to the June 2009 cancellation of convertible debentures, 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; (j) 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 have been duly continued paid except where the failure to pay such taxes would not have a Material Adverse Effect. All tax returns, declarations, remittances and is filings required to be filed by the Corporation have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where such failure would not have a validly subsisting corporation Material Adverse Effect. Except for the CRA Letters, the Corporation has not received any written notice regarding examination of any tax return of the Corporation 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 except where such examinations would not have a Material Adverse Effect; (k) the Corporation’s Auditors which are the auditors who audited the Audited Financial Statements and who provided their audit report thereon are independent public accountants under Applicable Securities Laws and since July 10, 2007 there has not been a “reportable disagreement” (within the laws meaning of CanadaNI 51-102) between the Corporation and the Corporation’s Auditors; (l) the Corporation maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) the Corporation has all transactions are recorded as necessary corporate power and authority to own its assets permit preparation of financial statements in conformity with generally accepted accounting principles and to carry on its business as now conductedmaintain accountability for assets; (iii) this agreement has been duly authorised by all necessary corporate action on the part of the Corporation;access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the execution recorded accountability for assets is compared with existing assets at reasonable intervals and delivery of this agreement and the fulfillment of the terms hereof and the issue and sale of the Shares by the Corporation as provided in this agreement do not and will not conflict appropriate action is taken with and do not and will not result in a breach of respect to any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporationdifferences; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vim) the Corporation is a reporting issuer in good standing under compliance with the securities legislation certification requirements contained in National Instrument 52-109 - Certification of Alberta, Ontario Disclosure in Issuers’ Annual and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance Interim Filings of the Shares will not contravene any provisions Canadian Securities Administrators with respect to the Corporation’s annual and interim filings with Canadian securities regulators; (n) the audit committee of the Applicable Securities Legislation, as well as Corporation is comprised and operates in accordance with the rules and policies requirements of National Instrument 52-110 - Audit Committees of the Exchange and Canadian Securities Administrators, each of whom the board of directors of the other regulatory authorities having jurisdiction over Corporation has determined, acting reasonably, is “independent” within the Corporation and will be exempt from the registration and prospectus requirements meaning of the Applicable Securities Legislation.such instrument; (viio) as at the Closing Date, except for the Warrants, Compensation Options and as set forth in Schedule “A” to this Agreement, no holder of outstanding securities of the Corporation will take all steps within its control be entitled to list any pre-emptive or any similar rights to subscribe for any of the Common Shares on the Exchange; (viii) the unaudited consolidated financial statements or other securities of the Corporation and no rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any shares in the report to shareholders for the period capital of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six monthsare outstanding; (xp) no legal or governmental proceedings are pending to which the Corporation is a party or to which its property is subject that would result individually or in the aggregate in a Material Adverse Effect and, to the knowledge of the Corporation, no such proceedings have been threatened against or are contemplated with respect to the Corporation or its properties; (q) the Corporation is unaware the legal and beneficial owner, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, of the interests in personal property referred to as owned by it in the Disclosure Record and described in the Disclosure Record, and all material agreements under which the Corporation holds an interest in personal property are in good standing according to their terms; (r) the minute books and records of the Corporation made available to counsel for the Agent in connection with its due diligence investigations of the Corporation for the period from June 1, 2010 to the date hereof are all of the minute books and records of the Corporation and contain copies of all material proceedings of the shareholders, the board of directors and all committees of the board of directors of the Corporation to the date of review of such corporate records and minute books and there have been no other meetings, resolutions or proceedings of the shareholders, board of directors or any committees of the board of directors of the Corporation to the date hereof not reflected in such minute books and other records; (s) the Corporation is, and will be at the Closing Time, an Eligible Issuer and a reporting issuer under Applicable Securities Laws in the Qualifying Jurisdictions; the Corporation is not in default in any material respect of any information requirement of Applicable Securities Laws and the Corporation is not included in a list of defaulting reporting issuers maintained by the applicable securities regulators. In particular, without limiting the foregoing, the Corporation is in compliance at the date hereof with its obligations to make timely disclosure of all material changes relating to it and, since June 1, 2008 (other than in respect of material change reports previously filed on a confidential basis and thereafter made public or facts concerning its business material change reports previously filed on a confidential basis and its operations that in respect of which no material change ever resulted), no such disclosure has been made on a confidential basis and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change statement has not been disclosed and released filed, except to the public extent that the Offering and whichthe transactions contemplated thereunder may constitute a material change; (t) on June 20, if known 2011, the Company filed the Preliminary Prospectus in each of the Qualifying Jurisdictions and obtained, pursuant to the PurchaserPassport System, could reasonably deter a receipt dated June 21, 2011 from the Purchaser from subscribing and paying Ontario Securities Commission (as principal regulator) therefor, evidencing the issuance by the Canadian Securities Regulators of receipts for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisions.Preliminary Prospectus;

Representations, Warranties and Covenants of the Corporation. 3.1 The Corporation covenantsrepresents, represents warrants and warrants to covenants that, as of the undersigned (which covenants, representations date given above and warranties shall survive at the Closing) that: (ia) the Corporation has been is an entity duly continued incorporated and is a validly subsisting existing corporation incorporated under the laws of Canadathe State of Delaware; (iib) the Corporation has all necessary corporate power is, where required, duly registered and authority to own its assets and licensed to carry on its business as now conducted; (iii) this agreement has been duly authorised by all necessary corporate action in the jurisdictions in which it carries on business or owns property where required under the part laws of that jurisdiction, except where in failure to so register will not have a material adverse effect on the Corporation; (ivc) except as set forth in Section 3.1(c) of the execution and delivery of this agreement General Disclosure Schedule attached hereto, the Corporation has sufficient non-issued shares in its authorized share capital to issue the Shares, including the Warrant Shares and the fulfillment Conversion Shares, and upon their issuance the Shares will be duly and validly issued as fully paid and non-assessable, and when issued in accordance with the proper exercise of the terms hereof and Warrants, including the issue and sale of payment thereof, the Shares by the Corporation as provided in this agreement do not issuable thereunder shall be duly and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vid) the execution and delivery of this Agreement by the Corporation does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, governmental entity, except as set forth in Section 3.1(d) of the General Disclosure Schedule. (e) except as set forth in Section 3.1(e) of the General Disclosure Schedule, the Corporation has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions in relation to the issue of its securities and in all matters relating to the Private Placement; (f) except as disclosed in Section 3.1(f) of the General Disclosure Schedule the issue and sale of the Shares 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 of the Corporation’s certificate of incorporation or any agreement or instrument to which the Corporation is a reporting issuer Party or by which it is bound; (g) except as disclosed in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance Section 3.1(g) of the Shares will General Disclosure Schedule, the Corporation is not contravene a Party to any provisions actions, suits or proceedings which could materially affect its business or financial condition, and except for the events already disclosed by the Corporation, to the best of the Applicable Securities LegislationCorporation’s knowledge no such actions, as well as suits or proceedings are contemplated or have been threatened; (h) this Agreement has been or will be by the rules and policies Closing, duly authorized by all necessary corporate action on the part of the Exchange Corporation, and the Issuer has or will have by the Closing full corporate power and authority to undertake the Private Placement; and (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 regulatory authorities having jurisdiction over companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened. (j) Except as set forth in Section 3.1(j) of the General Disclosure Schedule, the Corporation owns all right, title and interest to the Assets, including, without limitation, all right, title and interest to xxx for infringement of the Patents. The Intellectual Property Rights, including, but not limited to, Patents are free and clear of all liens, claims, mortgages, pledges, security interests, other encumbrances and/or other third parties’ rights or restrictions of any kind whatsoever. The Corporation is not aware of any actions, suits, investigations, claims or proceedings pending or in progress relating to the Assets. To Corporations’ knowledge, the Assets do not infringe any third parties’ rights, including, but not limited to, patents. Without limiting the foregoing, Corporation represents and warrants that: (i) The Corporation has the valid right to use, by virtue of ownership or pursuant to written license agreements, free and clear of all liens, security interests or other encumbrances, all Intellectual Property necessary for the conduct of the business of the Corporation and will be exempt from all Intellectual Property used or held for use in connection with the registration and prospectus requirements businesses of the Applicable Securities LegislationCorporation as currently conducted by the Corporation. (viiii) Other than as set forth in Section 3.1(j)(ii) of the General Disclosure Schedule, no claim has been asserted and is pending or, to the knowledge of the Corporation, has been threatened by any person or entity challenging or questioning the use of any Intellectual Property Rights or the validity, scope, enforceability, registerability, effectiveness or ownership of any Intellectual Property Rights, in whole or in part, and to the Corporation's knowledge, there are no grounds for the same. (iii) Other than as set forth in Section 3.1(j)(ii) of the General Disclosure Schedule, the Intellectual Property Rights owned by the Corporation will take all steps within its control have not been, and with respect to list Intellectual Property Rights consisting of licenses granted to the Shares on Corporation, to the Exchange;knowledge of the Corporation, have not been assigned, transferred, licensed, made subject to any option right, right of first offer, negotiation or refusal or any other contingent or non-contingent third party right or interest, or otherwise disposed of in any manner, in whole or in part, that limits or restricts the Corporation’s right or ability to exploit the Intellectual Property Rights. (viiiiv) Neither the unaudited execution of this Agreement nor the consummation of the transactions contemplated hereby will cause the diminution, termination or forfeiture of any Intellectual Property Rights or of any right, title or interest in or to the said Intellectual Property Rights. (v) Section 3.1(j)(v) of the General Disclosure Schedule lists open source materials that the Corporation has used in any way and describes the manner in which such open source materials have been used, including, without limitation, whether and how the open source materials have been modified and/or distributed by the Corporation. Except as set forth on Section 3.1(j)(v) of the General Disclosure Schedule, the Corporation has not (i) incorporated open source materials into, or combined open source materials with, software developed or distributed by the Corporation; (ii) distributed open source materials in conjunction with any other Software developed or distributed by the Corporation; or (iii) used open source materials governed by any agreement or arrangement that creates, or purports to create, obligations for the Corporation with respect to software developed or distributed by the Corporation or that grants, or purports to grant, to any third party, any rights to or immunities under Intellectual Property Rights (including, but not limited to, any use of any open source materials pursuant to any agreement or arrangement that requires, as a condition of use, modification and/or distribution of such open source materials that other software incorporating or incorporated or into, derived from or used or distributed with such open source materials be (x) disclosed or distributed in source code form, (y) licensed for the purpose of making derivative works, or (z) redistributable at no charge). (vi) Other than as listed in Section 3.1(j)(vi) of the General Disclosure Schedule, none of the research and development that led to the inventions which are the subject of the Assets and none of the technology or know-how incorporated in those inventions were financed by any governmental and/or other institution. (k) No broker fee or other payment is payable by the Corporation in connection with the transactions contemplated hereunder. (l) The registered share capital of the Corporation is 61,000,000 shares comprised of 60,000,000 common shares and 1,000,000 preferred shares. Section 3.1(l) of the General Disclosure Schedule lists the capitalization table of the Corporation, on a fully diluted and as converted basis (pre and post Closing). (m) The Shares to be issued to Subscriber upon the Closing together with the Warrant Shares, Conversion Shares, the Additional Acquired Shares, and the Preferred Shares to be issued upon exercise of the Warrant, represent approximately 91.85% of the Corporation’s voting rights. (n) True and correct copies of the audited consolidated financial statements of the Corporation as of and for the report to shareholders year ended December 31, 2007 and for the period of nine months ended August June 30, 2008 (collectively, the “Financial Statements”), are as set forth in the Annual Report on Form 10-K, and the Quarterly Report on Form 10-Q, each filed by the Corporation with the SEC on March 31, 20012008 and August 19, as provided to HEARx Ltd. (the “Purchaser”) 2008, respectively. The Financial Statements are complete, true and accurate correct, are in accordance with the books and they records of the Corporation, have been prepared in accordance with Canadian US generally accepted accounting principles applied (“GAAP”) consistently applied, and fairly and accurately present in all material respects the financial position of the Corporation as of such dates and the results of its operations for the periods then ended. The Corporation has not yet filed with the SEC its Quarterly Report on a consistent basis with prior periodsForm 10-Q for the third quarter of 2008. (ixo) The Corporation does not have any liabilities not reflected in the Corporation has not made any private placement of shares Financial Statements other than as listed in Section 3.1(o) of the same class General Disclosure Schedule or incurred in the ordinary course of business or not in an aggregate of more than $ 200,000. Without derogating from the generality of the foregoing, except as expressly set forth in the Shares Financial Statements or shares in Section 3.1(o) of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) General Disclosure Schedule, the Corporation is unaware not a guarantor of any information debt or facts concerning its business obligation of another, nor has the Corporation given any indemnification, loan, security or otherwise agreed to become directly or contingently liable for any obligation of any person, and its operations that no person has not been disclosed and released to the public and whichgiven any guarantee of, if known to the Purchaseror security for, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance any obligation of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisions.

Representations, Warranties and Covenants of the Corporation. The Corporation covenants, hereby represents and warrants to to, and covenants with, the undersigned (which covenants, Subscriber as follows and acknowledges that the Subscriber is relying on such representations and warranties shall survive Closing) thatin connection with the transaction contemplated hereby: (ia) the The Corporation has and its subsidiaries have been duly continued incorporated and is a validly subsisting corporation are in good standing under the laws of Canada; (ii) the Corporation has their respective jurisdictions, and are current and up-to-date with all necessary filings required to be made by them in such jurisdiction, have all requisite corporate power and authority and are duly qualified and possess all certificates, authorizations, permits and licences issued by the appropriate state, municipal, or federal regulatory agencies or bodies necessary (and has not received or is aware of any modification or revocation to own its assets and such licences, authorizations, certificates or permits) to carry on its business as now conducted;conducted and to own its properties and assets and the Corporation and its subsidiaries have all requisite corporate power and authority to carry out their obligations under this Subscription Agreement. (iiib) this agreement There has been duly authorised by no adverse material change to the Corporation (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or shareholders’ equity of the Corporation since June 30, 2007, which has not been generally disclosed to the public and, in all necessary corporate action material respects, the business of the Corporation has been carried on in the part usual and ordinary course consistent with past practice since June 30, 2007 to the extent that such past practice is consistent with the current business direction of the Corporation;. (ivc) the execution This Subscription Agreement when executed and delivery of this agreement and the fulfillment of the terms hereof and the issue and sale of the Shares by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities delivered on behalf of the Corporation; (v) the Shares will, upon payment thereforwill have been duly authorized, be validly issued as fully paid executed and non-assessable; (vi) the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over delivered by the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on constitute a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations obligation of the Corporation enforceable against the Corporation in accordance with its terms except as limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws affecting the rights of creditors generally; (b) the requirement that each party act in good faith with regard to their respective provisionsrights and obligations under this Subscription Agreement; and (c) general principles of equity. (d) As of the close of business on August 8, 2007, the authorized capital of the Corporation consists of 60,000,000 shares of common stock and 5,000,000 shares of preferred stock, of which 28,249,552 shares of common stock are issued and outstanding as fully paid and non-assessable. (e) The common stock currently trades in the Over-the-Counter market and is quoted on the Bulletin Board system maintained by the National Association of Securities Dealers, Inc. and no order ceasing or suspending trading in any securities of the Corporation or the trading of any of the Corporation’s issued securities is currently outstanding and no proceedings for such purpose are, to the knowledge of the Corporation, pending or threatened. (f) The Corporation is not, nor to the knowledge of the Corporation, is any other person in default in the observance or performance of any term, covenant or obligation to be performed by it under any debt instrument, material agreement, contract, agreement or arrangement to which the Corporation is a party and no event has occurred which with notice or lapse of time or both would constitute such a default and all such contracts, agreements and arrangements are in good standing. (g) The Corporation and its subsidiaries hold either freehold title, mining leases, mining claims or other conventional property, proprietary or contractual interests or rights, recognized in the jurisdiction in which a particular property is located in respect of the ore bodies and minerals located in properties in which the Corporation and its subsidiaries have an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, which are currently sufficient to permit the Corporation and its subsidiaries to explore the minerals relating thereto, and all such property, leases or claims and all property, leases or claims in which the Corporation or the subsidiaries have any interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting. (h) There are no actions, suits, proceedings or inquiries pending or, to the knowledge of the Corporation threatened against or affecting the Corporation or its subsidiaries or their property or assets at law or in equity or before or by any federal, municipal or other governmental department, court, commission, board, bureau, agency or instrumentality. (i) There is and has been no failure on the part of the Corporation or any of the Corporation’s directors or officers, in their capacities as such, to comply in all material respects with any applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications. (j) Promptly following the closing of the purchase and sale of the Shares contemplated by this Subscription Agreement, the Corporation shall prepare and file with the SEC a registration statement on Form X-x, X-0 or SB-2 (or, if Form X-x, X-0 or SB-2 is not then available to the Corporation, on such form of registration statement as is then available to effect a registration for resale of the Shares (“Registration Statement”)), covering the resale of the Shares; provided, however, that if prior to the filing of the Registration Statement, the provisions of Rule 144 of the Securities Act of 1933, as amended (the “1933 Act”) have been amended to reduce to six months or less the holding period after which the Shares may be sold in compliance with that Rule, the Corporation shall not be obligated to file such Registration Statement and shall be entitled to withdraw a Registration Statement that has previously been filed if it has not yet been declared effective. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Shares. (k) The Corporation shall pay all expenses associated with the registration, including filing and printing fees, counsel and accounting fees and expenses, and State “Blue Sky” fees and expenses. (l) The Corporation shall use its commercially reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable. The Corporation shall notify the Subscriber by facsimile or e-mail as promptly as practicable, and in any event, within three (3) business days, after the Registration Statement is declared effective and shall simultaneously provide the Subscriber with copies of any related prospectus to be used in connection with the sale or other disposition of the securities covered thereby.

Representations, Warranties and Covenants of the Corporation. The Corporation covenants, hereby represents and warrants to to, and covenants with, the undersigned (which covenantsSubscriber follows and acknowledges that the Subscriber is relying on such acknowledgements, representations representations, warranties and warranties shall survive Closing) thatcovenants in connection with the transactions contemplated herein: (ia) the Corporation has been duly continued and is a validly valid and subsisting corporation incorporated and in good standing under the laws of CanadaBritish Columbia; (iib) the Corporation has all necessary corporate power is duly registered and authority to own its assets and licensed to carry on its business as now conductedin the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction; (iiic) this agreement Subscription Agreement has been or will be by the Closing, duly authorised authorized by all necessary corporate action on the part of the Corporation, and the Corporation has or will have by the Closing full corporate power and authority to undertake the Offering; (ivd) the execution Corporation has complied, or will comply, with all applicable corporate and delivery of this agreement securities laws and regulations in connection with the fulfillment offer, sale and issuance of the terms hereof Special Warrants, Unit Shares, Warrants and Warrant Shares (as applicable); (e) no order ceasing or suspending trading in the issue and sale of the Shares by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions securities of the Corporation or breach any material contracts prohibiting sale of its securities has been issued to the Corporation or outstanding debts its directors, officers or equity securities of the Corporationpromoters; (vf) upon their issuance on the Shares willClosing Date, upon payment therefor, the Special Warrants will be validly issued and outstanding; (g) upon their issuance: (1) the Special Warrants will be validly issued and outstanding as fully paid and non-assessable; assessable securities of the Corporation; (vi2) the Corporation is a reporting issuer in good standing under Unit Shares will be validly issued and outstanding as fully paid and non-assessable Common Shares; (3) the securities legislation of Alberta, Ontario Warrants will be validly issued and Quebec outstanding; and (collectively referred to as the “Applicable Securities Legislation”); the 4) upon issuance upon exercise of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared Warrants in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of terms thereof, the same class Warrant Shares will be validly issued and outstanding as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business fully paid and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the non-assessable Common Shares; and (xih) all necessary corporate proceedings to authorize this agreement Subscription Agreement constitutes a binding and the issuance enforceable obligation of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisionsits terms.

Representations, Warranties and Covenants of the Corporation. The By execution of this Subscription Agreement, the Corporation covenants, represents hereby agrees with the Subscriber that the Subscriber shall have the benefit of the representations and warrants warranties made by the Corporation below and to the undersigned (which covenantsUnderwriter as set forth in the Underwriting/Agency Agreement, and acknowledges that the Subscriber is relying on such representations and warranties in connection with the transactions contemplated herein. Such representations and warranties shall survive Closingcontinue in full force and effect for the benefit of the Subscriber in accordance with the Underwriting/Agency Agreement. The Corporation represents and warrants to, and covenants with, the Subscriber as follows: (a) thatUpon issue, the Flow-Through Shares will be "flow-through shares" as defined in subsection 66(15) of the Tax Act and the Proposed Amendments and are not and will not be "prescribed shares" within the meaning of section 6202.1 of the regulations to the Tax Act. (b) The Corporation is a "principal-business corporation" as defined in subsection 66(15) of the Tax Act and will continue to be a "principal-business corporation" until such time as all of the Resource Expenses required to be renounced under this Subscription Agreement have been incurred and validly renounced pursuant to the Tax Act. (c) The Corporation has no reason to believe that it will be unable to: (i) incur, on or after the Closing Date and on or before the Termination Date, or (ii) renounce to the Subscriber effective on or before December 31, 2007, Resource Expenses in an aggregate amount equal to the Subscription Price, and the Corporation has no reason to expect any reduction of such amount by virtue of subsection 66(12.73) of the Tax Act. (d) The Corporation hereby agrees to incur Resource Expenses in an amount equal to the Subscription Price on or before the Termination Date in accordance with this Subscription Agreement and agrees to renounce to the Subscriber, on or before March 31, 2008 with an effective date no later than December 31, 2007, pursuant to subsections 66(12.6) and 66(12.66) of the Tax Act, Resource Expenses incurred or to be incurred on or before the Termination Date in an amount equal to the Subscription Price. (e) The Corporation shall deliver to the Subscriber, on or before February 15, 2008, the relevant Prescribed Forms, fully completed and executed, renouncing to the Subscriber, Resource Expenses in an amount equal to the Subscription Price with an effective date of no later than December 31, 2007, such delivery constituting the authorization of the Corporation to the Subscriber to file such Prescribed Forms with the relevant taxation authorities. (f) The Resource Expenses to be renounced by the Corporation to the Subscriber: (i) will constitute CEE on the Corporation has been duly continued and is a validly subsisting corporation under effective date of the laws of Canadarenunciation; (ii) will not include expenses that are "Canadian exploration and development overhead expenses" (as defined in the Corporation has all necessary corporate power regulations to the Tax Act for purposes of paragraph 66(12.6)(b) of the Tax Act) of the Corporation, the amount of any assistance described in paragraph 66(12.6)(a) of the Tax Act, amounts which constitute specified expenses for seismic data described in paragraph 66(12.6)(b.1) of the Tax Act or any expenses for prepaid services or rent that do not qualify as outlays and authority to own its assets and to carry on its business expenses for the period as now conducteddescribed in the definition of "expense" in subsection 66(15) of the Tax Act; (iii) this agreement will not include any amount that has previously been duly authorised renounced by all necessary corporate action on the part of Corporation to the Corporation;Subscriber or to any other Person; and (iv) the execution and delivery of this agreement and the fulfillment of the terms hereof and the issue and sale of the Shares would be deductible by the Corporation in computing its income for the purposes of Part I of the Tax Act but for the renunciation to the Subscriber. (g) The Corporation shall not reduce the amount renounced to the Subscriber pursuant to subsection 66(12.6) of the Tax Act. (h) The Corporation shall not be subject to the provisions of subsection 66(12.67) of the Tax Act in a manner which impairs its ability to renounce Resource Expenses to the Subscriber in an amount equal to the Subscription Price. (i) The Corporation acknowledges that it is not now entitled to receive any assistance, as provided defined in the Tax Act, in respect of the Resource Expenses. If the Corporation receives, or becomes entitled to receive, any government assistance which is described in paragraph (a) of the definition of "excluded obligation" in subsection 6202.1(5) of the regulations made under the Tax Act and the receipt of or entitlement to receive such government assistance has or will have the effect of reducing the amount of CEE validly renounced to the Subscriber hereunder to less than the aggregate of the Subscription Price, the Corporation shall incur additional Resource Expenses on or before the time it renounces the Resource Expenses to the Subscriber pursuant to their Subscription Agreement in an amount sufficient to allow it to renounce to the Subscriber, the Subscription Price. (j) The Corporation shall use the gross proceeds of the Offering for general exploration activities on the Corporation’s properties and shall deliver to the Subscriber, on or before March 31, 2008, a list of the provinces, territories or other jurisdictions in Canada where the Corporation has incurred, or intends to incur, Resource Expenses together with the amount incurred in each such province, territory or other jurisdiction of Canada. (k) The Corporation shall file with Revenue Canada within the time prescribed by subsection 66(12.68) of the Tax Act (i) the forms prescribed for the purposes of such legislation, together with a copy of this Subscription Agreement and shall forthwith following such filings provide to the Subscriber a copy of such forms; and (ii) the form prescribed for purposes of subsection 66(12.7) of the Tax Act on or before the last day of the first month after each month in which any renunciation is made pursuant to the terms of this Subscription Agreement. (l) The Corporation will keep proper books, records and accounts in respect of all Resource Expenses and all transactions and events affecting the Subscription Price, the Resource Expenses and the amounts renounced to the Subscriber hereunder, and upon reasonable notice, will, on a timely basis, make such books, records, accounts and any other relevant documents available for inspection and audit by or on behalf of the Subscriber. (m) Neither the Corporation nor any corporation "associated" (as such term is defined in the Tax Act) with the Corporation is a party to any other agreement do for the issuance of Flow-Through Shares for which the required expenditures have not been incurred. (n) The Corporation has not and will not conflict with and do not and will not result enter into transactions or take deductions which would otherwise reduce its cumulative CEE to an extent which would preclude a renunciation of Resource Expenses hereunder in a breach of any of an amount equal to the terms, conditions Subscription Price on or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August before December 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods2007. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisions.

Representations, Warranties and Covenants of the Corporation. The Corporation covenantsrepresents, represents warrants and warrants covenants to the undersigned (Agent as of the date hereof and as of the Closing Date, which covenantsrepresentations, representations warranties and warranties covenants shall survive Closing) the Closing for a period of two years and any investigation made by the Agent, that: (ia) the Corporation has been duly continued and is a validly subsisting existing corporation in good standing under the laws of Canadathe jurisdiction in which it is incorporated, and the Corporation has no subsidiaries; (iib) the Corporation is duly qualified and authorized to do business in the jurisdiction(s) in which it carries on business or to own property where required under the laws of the jurisdiction(s) in which any such property is located; (c) the Corporation is current with all material filings required to be made under the laws of any jurisdiction in which it carries on any material business, and the Corporation has all necessary licenses, leases, permits, authorizations and other approvals necessary to permit it to conduct its business as currently conducted, except where the failure to have any such license, lease, permit, authorization or approval would not have a material adverse effect on the Corporation and its business; (d) the audited financial statements of the Corporation as at and for the year ended December 31, 2001 present fairly, in all material respects, the financial position of the Corporation as at that date, and the results of its operations and the changes in its financial position for the 12-month period then ended in accordance with generally accepted accounting principles, and the unaudited financial statements of the Corporation as at and for the nine months ended September 30, 2002 present fairly, in all material respects, the financial position of the Corporation as at that date, and the results of its operations and the changes in its financial position for the nine-month period then ended; since September 30, 2002, there has been no material adverse change in the business, affairs or financial or other condition of the Corporation, except as disclosed in the notes to the financial statements for the nine-month period then ended; (e) the Corporation has all necessary corporate requisite power and authority to own carry out its assets obligations under this Agreement, the investor rights agreement in the form set forth in Appendix II to the Subscription Agreement ( the "Investor Rights Agreement"), the Preferred Shares, the Two Year Warrants and the Short Term Warrants (the Two Year Warrants and the Short Term Warrants collectively referred to carry on its business as now conductedthe "Warrants") including any Preferred Shares, Two Year Warrants and Short Term Warrants issued to the Agent in satisfaction or partial satisfaction of the Commission, (hereinafter referred to as the "Commission Preferred Shares" and the Two Year Warrants and Short Term Warrants as the "Commission Warrants", respectively) and any Broker Warrants; (f) this Agreement and the Investor Rights Agreement have been, and the Preferred Shares, Warrants, the Commission Preferred Shares, the Commission Warrants and the Broker Warrants will be on the Closing Date, duly authorized, executed and delivered by the Corporation and constitute or on the Closing Date will constitute, legal, valid and binding obligations of the Corporation enforceable in accordance with their terms except that: (i) the enforcement hereof or thereof may be limited by bankruptcy, insolvency, reorganization and other laws affecting the enforcement of creditors' rights generally, (ii) rights of indemnity thereunder may be limited under applicable law, and (iii) this agreement has been duly authorised by all necessary corporate action equitable remedies, including without limitation specific performance and injunctive relief, may be granted only in the discretion of a court of competent jurisdiction; (g) the Preferred Shares comprising part of the Units and the Commission Preferred Shares comprising part of any Commission Units are or on the part Closing Date will be duly and validly authorized and, when issued and delivered against payment therefor, will be duly and validly issued, fully paid and non-assessable shares in the capital stock of the Corporation; (ivh) the execution and delivery Corporation will reserve a sufficient number of this agreement Shares unissued as may be required to be issued pursuant to the conversion of the Preferred Shares and the fulfillment Commission Preferred Shares and the exercise of the terms hereof Warrants comprising the Purchased Units, the Commission Warrants comprising the Commission Units and the issue Broker Warrants and, when issued and sale of the delivered upon such conversion or exercise, such Shares by the Corporation as provided in this agreement do not will be duly and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessableassessable shares in the capital stock of the Corporation; (vii) the authorized capital of the Corporation consists of 100,000,000 Common Shares and 5,000,000 shares of preferred stock, $.01 par value per share. Of the preferred stock, 500,000 shares have been designated as Series A Convertible Preferred Stock, 1,116,500 shares have been designated as Series B Convertible Preferred Stock and, on or prior to the Closing Date, not more than 605,000 shares will be designated as Preferred Shares. As of December 31, 2002, there are 16,759,316 Common Shares outstanding, no shares of Series A Convertible Preferred Stock outstanding, 1,112,500 shares of Series B Convertible Preferred Stock outstanding and no shares of Preferred Shares outstanding. In addition, the Corporation has (i) outstanding a convertible note held by Dimotech Limited (the "Convertible Note") in the principal amount of $40,000 which is convertible, at the holder's option, into Common Shares at a price of $1.00 per share or into any class of preferred shares at the price paid by the purchasers thereof; provided, however, that if any such preferred shares are convertible into Common Shares (as is the case with the Preferred Shares), the holder would be entitled to receive no more than the number of preferred shares which, at the then existing conversion rate, would convert into 40,000 Common Shares, and (ii) outstanding a convertible note held by Polymer Technology Group, Inc. ("PTG") (the "PTG Convertible Note") in the principal amount of $70,000 which is convertible, at the holder's option, into Common Shares at a price of $1.00 per share and (iii) available for issuance pursuant to options which have been granted under its 1992 Stock Option Plan, 2000 Stock Option Plan and 2001 Stock Option Plan, an aggregate of approximately 9,400,000 Common Shares and outstanding warrants to purchase an aggregate of approximately 12,000,000 Common Shares; (j) the Corporation is a reporting issuer not, and at the Closing Date will not be: (i) in good standing under the securities legislation breach or violation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance any of the terms or provisions of, or in default under, this Agreement, any other Subscription Agreement for the purchase of Units, the Preferred Shares, the Commission Preferred Shares, the Warrants, the Commission Warrants, the Broker Warrants, any indenture, mortgage, deed of trust or loan agreement, other agreement (written or oral) or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject, which breach or violation or the consequences thereof would result in an adverse material change to it or its business; or (ii) in violation of the provisions of its articles, by-laws, resolutions or any statute or any other rule or regulation of any court or governmental agency or body having jurisdiction over it or any of its properties which violation or the consequences thereof would result in a material adverse change to it or its business; (k) the issue and sale of the Units and the issue of Preferred Shares, Commission Preferred Shares, Warrants, Commission Warrants, Broker Warrants, any Shares on the conversion of Preferred Shares or Commission Preferred Shares or the exercise of Warrants, Commission Warrants or Broker Warrants and the performance and consummation of the transactions contemplated herein will not contravene 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 (written or oral) or instrument to which the Corporation or any subsidiary is bound or to which any of the property or assets of the Corporation or any subsidiary is subject, which breach or violation or the consequences thereof would result in a material adverse change to the Corporation and its business, nor will any such action conflict with or result in any violation of the provisions of the Applicable Securities Legislationarticles, as well as the rules and policies by-laws or resolutions of the Exchange and Corporation or any statute or any order, rule or regulation of the other regulatory authorities any court or governmental agency or body having jurisdiction over the Corporation or any subsidiary or any of its properties which violation or the consequences thereof would result in a material adverse change to the Corporation and will be exempt from its business; (l) the registration Corporation has established on its books reserves which are adequate for the payment of all taxes not yet due and prospectus requirements payable; there are no liens or other liabilities for taxes on the assets of the Applicable Securities Legislation.Corporation except for taxes not yet due; there are no audits of any of the tax returns of the Corporation which are known by the Corporation's management to be pending and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any government or agency of any deficiency having a material adverse effect on the properties, business or assets of the Corporation; (viim) the Corporation has good and valid title to its properties, leaseholds and assets, including without limitation the properties, leaseholds and assets reflected in the balance sheet as of September 30, 2002 referred to in clause 5(d) above, except properties, leaseholds and assets disposed of since such date at fair market value in the ordinary course of business, and has good title to all its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance, charge, rights of first refusal or options to purchase, whether or not relating to extensions of credit or the borrowing of money, other than as disclosed in such balance sheet except as incurred in the ordinary course of business since the date of such balance sheet, and except in any event (i) for a security interest in the Corporation's tangible assets to secure payment of the Convertible Note, and (ii) where the failure to hold good title or the existence of a mortgage, pledge, lien, lease, encumbrance, charge, right of first refusal or option to purchase would not have a material adverse effect on the Corporation or its business; there exists no condition which interferes with the economic value or use of such properties and assets and all tangible assets are in good working condition and repair (subject to ordinary wear and tear) except where the existence of any such condition would not have a material adverse effect on the Corporation or its business; (n) the Corporation owns, or has applied for registration of, all patents, trademarks, service marks, trade names, and copyrights necessary for the conduct of its business, except where the failure to so own or apply for registration would not have a material adverse effect on the Corporation or its business; to the best of the knowledge, information and belief of the Corporation none of the past or present activities of the Corporation or the products, services or assets of the Corporation infringe or constitute an unauthorized use of any proprietary rights of others, and the Corporation has not received any notice of infringement of, or conflict with, asserted rights of others with respect to any patent, trade-mxxx, service mxxx, trade name, or copyright that, individually or in the aggregate, if the subject of an unfavourable decision, ruling, or finding, would result in a material adverse change to the Corporation or its business; (o) the Corporation has taken reasonable measures to protect and preserve the confidentiality of all trade secrets and other non-patented proprietary information of the Corporation, including without limitation the procurement of proprietary invention assignments and non-disclosure and non-competition agreements from employees, consultants, subcontractors, customers and other persons who have access to such information; (p) the Corporation has filed all necessary federal, state and municipal property, income and franchise tax returns and has paid all taxes shown as due thereon or otherwise owed by it to any taxing authority except those contested in good faith and for which appropriate amounts have been reserved in accordance with generally accepted accounting principles; there is no tax deficiency which has been, or to the best of the knowledge, information and belief of the Corporation might be, asserted against the Corporation which would materially affect the business or operations of the Corporation; the Corporation has paid all applicable federal and state payroll and withholding taxes; (q) there is no collective bargaining or other union agreement to which the Corporation is a party or by which it is bound, or which is currently being negotiated; the Corporation does not sponsor, maintain or contribute to any pension, retirement, profit sharing, incentive compensation, bonus or other employee benefit plan, including without limitation any employee benefit plan covered by Title 4 of the Employee Retirement Income Security Act of 1974 ("ERISA") or any "multi-employer plan" as defined in Section 4001(a)(3) of ERISA, or any other employee benefit plan; to the best of the knowledge, information and belief of the Corporation, (i) no employee of the Corporation is a party to or bound by any agreement, contract or commitment, or subject to any restrictions, particularly but without limitation in connection with any previous employment of any such person, which would result in a material adverse change to the Corporation and its business, and (ii) no senior officer has any present intention of terminating his employment with the Corporation, and the Corporation has no present intention of terminating any such employment; (r) there is no adverse claim, action, proceeding or investigation pending or, to the knowledge, information and belief of the Corporation, threatened, which questions the validity of the issue or sale of the Units or the issue of any Preferred Shares, Commission Preferred Shares, Warrants, Commission Warrants, Broker Warrants or any Shares on conversion of the Preferred Shares or the Commission Preferred Shares or exercise of the Warrants, Commission Warrants or Broker Warrants or the validity of any action taken or to be taken by the Corporation in connection with this Agreement or which would result in any material adverse change in the financial condition, results of operations, business or prospects of the Corporation; (s) the Corporation will take all steps within its control to list permit the Shares on the Exchange; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business Agent and its operations that has not been disclosed and released legal counsel to conduct all due diligence which the public and which, if known to the Purchaser, could Agent may reasonably deter the Purchaser from subscribing and paying for the Sharesrequire; and (xit) all necessary corporate proceedings to authorize this agreement and during the issuance period commencing with the engagement of the Shares have been taken by Agent on the date of this Agreement and ending on the Closing Date, the Corporation andwill inform the Agent in writing of the full particulars of any material change (actual, from its execution by anticipated or threatened) in the assets, liabilities, business or the financial condition of the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisions.

Representations, Warranties and Covenants of the Corporation. The Corporation covenants, represents and warrants to to, and covenants with, the undersigned (which covenantsUnderwriter, representations acknowledging that the Underwriter is relying upon such representations, warranties and warranties shall survive Closing) covenants in purchasing the Offered Securities that: (ia) since January 1, 2015, the Corporation has been duly continued and is a validly subsisting corporation in compliance in all material respects with its timely disclosure obligations under Applicable Securities Laws and the rules and regulations of each of the TSX and the OTCQX; no confidential material change report has been filed by the Corporation under Applicable Securities Laws that remains confidential at the date of this Agreement; all of the material contracts and agreements of the Corporation and its Material Subsidiaries not made in the ordinary course of business, if required under the laws Applicable Securities Laws, have been filed with the securities commissions in each of the provinces and territories of Canada; (b) other than as disclosed in the Prospectus, since December 31, 2015 there (i) 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 and its Material Subsidiaries taken as a whole, (ii) have been no transactions entered into by the Corporation or any of its Material Subsidiaries which are material with respect to the Corporation and its Material Subsidiaries taken as a whole, other than those in the ordinary course of business, and (iii) 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 and each Material Subsidiary has been duly incorporated and organized and is validly subsisting under the laws of its jurisdiction of formation and is properly registered or licensed to carry on business under the laws of all jurisdictions in which its business is carried on, except where the failure to be so registered or licensed could not be reasonably expected to have a Material Adverse Effect; (d) the Corporation does not have any subsidiaries other than the Material Subsidiaries and the Inactive Subsidiaries; each of the Inactive Subsidiaries (i) has no current operations and activities, and (ii) has no material assets or liabilities; none of the Corporation or the Material Subsidiaries has guaranteed, or is otherwise responsible for, the obligations of either of the Inactive Subsidiaries; (e) the Arctos JV has been duly established as an unincorporated joint venture under the laws of British Columbia, Canada; the Corporation owns, beneficially and of record, an undivided 50% interest in the Arctos JV; (f) the Corporation has all necessary the requisite corporate power power, authority and capacity to enter into this Agreement and to perform its obligations under this Agreement (including execution and delivery of the Preliminary Prospectus, the Final Prospectus and any Prospectus Amendments and the filing of each them with the securities regulatory authorities in the Qualifying Jurisdictions and the preparation and delivery of the U.S. Private Placement Memorandum) and the Corporation and each of its Material Subsidiaries has the requisite corporate power, authority and capacity to own own, lease and operate its property and assets and to carry on its business as now conductedcurrently carried on or as proposed to be carried on; (iiig) the Corporation has authorized share capital consisting of an unlimited number of Common Shares, of which 271,524,007 Common Shares are issued and outstanding as of the date of this Agreement. Other than options and warrants outstanding to acquire up to 91.886.533 Common Shares, no person, firm or corporation has any agreement has 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 Common Shares; (h) all of the issued and outstanding securities of the Corporation have been duly authorised by and validly authorized and issued and all necessary corporate action on of the part issued and outstanding Common Shares of the Corporation 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 securityholder of the Corporation; (ivi) the execution Corporation is the beneficial owner and delivery holder of this agreement record of all of the issued and outstanding shares in the capital of each of the Material Subsidiaries, with good and valid title to all such shares, free and clear of all Liens and encumbrances; (j) the Corporation has full corporate power and authority to issue the Offered Securities, the Warrant Shares and the fulfillment Additional Warrant Shares; (k) the Unit Shares and Additional Unit Shares, at the Closing Time, the Warrant Shares and Additional Warrant Shares, upon exercise of the terms hereof Warrants and the issue Additional Warrants, respectively, shall be duly authorized, validly issued, and sale fully paid and non-assessable Common Shares of the Corporation, provided that in the case of the Warrant Shares and Additional Warrant Shares, the Corporation has received the exercise price therefor; (l) on or prior to the Closing Time, the forms of any certificates representing the Offered Securities will have been approved by the Directors and adopted by the Corporation as provided in this agreement do not and will comply with all legal and stock exchange requirements and will not conflict with the Corporation’s constating documents; (m) the Preliminary Prospectus, the Final Prospectus, any Prospectus Amendment and the U.S. Private Placement Memorandum (collectively, the “Offering Documents”) will, at their respective dates of delivery, contain full, true and plain disclosure of all material facts relating to each of the Offering, the Corporation and the Offered Securities; (n) the attributes of the Securities conform in all material respects with the description of the Securities in the Offering Documents; (o) none of the Offering Documents will contain a misrepresentation; (p) no Document Incorporated by Reference contained a misrepresentation or a material omission as at its date of public dissemination; (q) the Corporation is not in default or breach of, and the execution and delivery of, and the performance of and compliance with the terms of, this Agreement and the performance of any of the transactions contemplated by this Agreement by the Corporation, 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 termsarticles, conditions notice of articles or provisions of the current constating documents, by-laws and 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 (including without limitation the Material Contracts), or any judgment, decree, order, statute, rule or regulation applicable to the Corporation, which default or breach might reasonably be expected to have a Material Adverse Effect; (r) this Agreement and the performance of the Corporation’s obligations under this Agreement has been duly authorized by all necessary corporate action, and this Agreement has been duly executed and delivered by the Corporation and 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 bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and 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; (s) no approval, authorization, consent or other order of, and no filing, registration or recording with any material contracts Governmental Authority or outstanding debts other person is required of the Corporation in connection with the execution and delivery of or equity with the performance by the Corporation of its obligations under this Agreement, except as required by Applicable Securities Laws or the rules and policies of the TSX or except as have been or will be obtained or made prior to the Closing Time; (t) no securities commission, stock exchange or other regulatory authority has issued any order preventing or suspending the use of the Prospectus or trading in the Common Shares of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (viu) the Corporation is a “reporting issuer issuer” in good standing each of the provinces and territories of Canada, is not in default in any material respect under any Applicable Securities Laws applicable in such provinces and is in compliance, in all material respects, with the by-laws, rules, policies and regulations of the TSX and the OTCQX; (v) the net proceeds of the Offering will be used for the purposes set out in the Prospectus under the securities legislation heading “Use of AlbertaProceeds”; (w) the Material Contracts are in full force and effect, Ontario and Quebec (collectively referred to unamended, as of the “Applicable Securities Legislation”)date hereof; the issuance Corporation is not in breach or default of, and has not received notice of any alleged breach or default, of any of the Shares will Material Contracts, and is not contravene aware of any provisions of the Applicable Securities Legislation, as well as counterparties to the rules and policies Material Contracts being in breach or default of any of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation.Material Contracts; (viix) the Corporation will take all steps within its control is not aware of any pending change or contemplated change to list the Shares on the Exchangeany applicable law or regulation or governmental position that would have a Material Adverse Effect; (viiiy) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they Financial Statements have been prepared in accordance conformity with Canadian generally accepted accounting principles applied on a consistent basis with prior periods.throughout the periods involved, contain no misrepresentations and present fairly in all material respects the financial position, results of operations and cash flows of the Corporation on a consolidated basis as at the dates of such statements; (ixz) the Corporation has not made any private placement maintains a system of shares internal control over financial reporting to provide reasonable assurance regarding the reliability of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement financial reporting and the issuance preparation of the Shares have been taken financial statements for external purposes in accordance with Canadian generally accepted accounting principles and maintains a system of disclosure controls and procedures that is designed to provide reasonable assurances that information required to be disclosed by the Corporation andunder Applicable Securities Laws is recorded, from its execution processed, summarized and reported within the time periods specified under Applicable Securities Laws and to ensure that information required to be disclosed by the Corporation under Applicable Securities Laws is accumulated and communicated to the Corporation’s management, this agreement including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure; (aa) other than as disclosed in the private placement shall Prospectus, 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 its Material Subsidiaries will continue after the Closing to be duly authorized and shall constitute valid and legally binding obligations engaged in any material transaction or arrangement with or to be a party to a material contract with, or has any indebtedness, liability or obligation to, the Corporation or its Material Subsidiaries, except for employment or consulting arrangements with employees or consultants or those serving as a director or officer of the Corporation enforceable against or its Material Subsidiaries as described in the Corporation Prospectus or in accordance with their respective provisions.the ordinary course of business;

Representations, Warranties and Covenants of the Corporation. 4.1 The Corporation covenantsrepresents, represents warrants, covenants and warrants acknowledges, as applicable, to and with the undersigned (which covenantsSubscriber, representations as at the date hereof and warranties shall survive Closing) thatas at the Closing Time: (ia) the Corporation and each Subsidiary has been duly continued organized and is a validly subsisting corporation existing and in good standing under the laws of Canada; (ii) the Corporation its jurisdiction of organization and has all necessary corporate requisite power and authority to own its assets necessary to, and to 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 required corporate power and authority to create, issue and sell the Shares, to enter into this Agreement and to carry out the provisions of such agreement; (iiib) this agreement has been duly authorised by all necessary corporate action on the part authorized capital of the Corporation consists of an unlimited number of Common Shares of which, as of May 27, 2005, 96,206,451 Common Shares are issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation; (ivc) all information which has been prepared by the Corporation relating to the Corporation and the Subsidiaries and their business, property and liabilities and either publicly disclosed or provided to the Subscriber, including all financial, marketing and operational information provided to the Subscriber is, as of the date of such information and when such information is considered as a whole, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information materially misleading; (d) the execution and delivery of this agreement Agreement and the fulfillment performance of the terms hereof and the issue and sale of the Shares by the Corporation as provided in this agreement do transactions contemplated hereunder does not and will not conflict not: (i) require the consent, approval, authorization, registration or qualification of or with any governmental authority, stock exchange, securities regulatory authority or other third party, except: (i) such as have been obtained; or (ii) such as may be required under the applicable by-laws, policies, regulations and do not prescribed forms of the TSX and will not the AMEX; (ii) result in a breach of or default under, nor create a state of facts which, after notice or lapse of time or both, would result in a breach of or default under, nor conflict with: (A) any of the terms, conditions or provisions of the current constating documentsdocuments or resolutions of the shareholders, by-laws and resolutions directors or any committee of directors of the Corporation or breach any Subsidiary or any material contracts indenture, agreement or outstanding debts instrument to which the Corporation or equity any Subsidiary is a party or by which it or they are contractually bound; or (B) any statute, rule, regulation or law applicable to the Corporation or the Subsidiaries including, without limitation, the Applicable Securities Laws of the Offering Jurisdictions, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Corporation or the Subsidiaries; or (C) any material mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Corporation or any Subsidiary is a party or by which the Corporation or any Subsidiary or a material portion of the assets of the Corporation or any Subsidiary are bound, or any judgment, decree, order, statute, rule or regulation applicable to any of them; (e) at Closing, the Corporation will have filed all documents, taken all proceedings and obtained all regulatory consents necessary as a precondition to the sale of the Shares; (f) this Agreement shall be, by the Closing Time, duly authorized, executed and delivered by the Corporation and the obligations of the Corporation hereunder shall be legal, valid and binding obligations of the Corporation, enforceable in accordance with their terms (except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium 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); (g) the Common Shares are quoted for trading on AMEX and the TSX; (h) no order ceasing, halting or suspending trading in securities of the CorporationCorporation nor prohibiting the sale of such securities has been issued to and is outstanding against the Corporation or its directors, officers or promoters, and, to the best of the Corporation knowledge, no investigations or proceedings for such purposes are pending or threatened; (vi) neither the Corporation nor any subsidiary thereof will have taken any action which would be reasonably expected to result in the delisting or suspension of quotation of the Common Shares willon or from the AMEX or the Exchange and the Corporation will have complied, upon payment thereforin all material respects, be validly issued as fully paid with the rules and non-assessableregulations of eligibility on AMEX and the Exchange; (vij) the Corporation is a “reporting issuer in good standing issuer” under section 12 of the securities legislation Securities Exchange Act of Alberta1934, Ontario and Quebec as amended (collectively referred to as the “Applicable Securities Legislation1934 Act”); the issuance ) and is not in default of any of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation1934 Act; and (k) none of the information provided by the Corporation to the Subscriber in connection with the subscription for the Shares is material information that has not been publicly disclosed. 4.2 The Corporation hereby covenants to and with the Subscriber that: (viia) the Corporation will take use all steps within reasonable efforts to maintain its control status as a reporting issuer not in default in each of the Offering Jurisdictions in which it is a reporting issuer or equivalent for a period of three-years from the Closing Date; (b) the Corporation will use all reasonable efforts to list maintain the listing of the Common Shares on the ExchangeExchange and AMEX to the date which is three-years following the Closing Date; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ixc) the Corporation has not made any private placement of shares of will use all reasonable efforts to file, as required, the same class as Registration Statement within the Shares or shares of other class or securities convertible or exchangeable time period set forth in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the SharesRegistration Rights Agreement; and (xid) the Corporation shall, as soon as practicable, use all reasonable efforts to receive all necessary corporate proceedings consents to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisionstransactions contemplated herein.

Representations, Warranties and Covenants of the Corporation. The Corporation covenants, hereby represents and warrants to to, and covenants with, the undersigned (which covenants, Subscriber as follows and acknowledges that the Subscriber is relying on such representations and warranties shall survive Closing) thatin connection with the transaction contemplated hereby: (ia) the The Corporation has and its subsidiaries have been duly continued incorporated and is a validly subsisting corporation are in good standing under the laws of Canada; (ii) the Corporation has their respective jurisdictions, and are current and up-to-date with all necessary filings required to be made by them in such jurisdiction, have all requisite corporate power and authority and are duly qualified and possess all certificates, authorizations, permits and licences issued by the appropriate state, municipal, federal regulatory agencies or bodies necessary (and has not received or is aware of any modification or revocation to own its assets and such licences, authorizations, certificates or permits) to carry on its business as now conducted;conducted and to own its properties and assets and the Corporation and its subsidiaries have all requisite corporate power and authority to carry out their obligations under this Subscription Agreement. (iiib) this agreement There has been no adverse material change to the Corporation (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or shareholders’ equity of the Corporation since September 30, 2006, which has not been generally disclosed to the public and, in all material respects, the business of the Corporation has been carried on in the usual and ordinary course consistent with past practice since September 30, 2006 to the extent that such past practice is consistent with the current business direction of the Corporation. (c) This Subscription Agreement has been duly authorised by all necessary corporate action on the part of the Corporation; (iv) the execution authorized, executed and delivery of this agreement and the fulfillment of the terms hereof and the issue and sale of the Shares delivered by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in constitutes a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations obligation of the Corporation enforceable against the Corporation in accordance with its terms. (d) As of the close of business on November 15, 2006, the authorized capital of the Corporation consists of 60,000,000 shares of common stock and 5,000,000 shares of preferred stock, of which 23,504,852 shares of common stock are issued and outstanding as fully paid and non-assessable. (e) The common stock currently trades in the Over-the-Counter market and is quoted on the Bulletin Board system maintained by the National Association of Securities Dealers, Inc. and no order ceasing or suspending trading in any securities of the Corporation or the trading of any of the Corporation's issued securities is currently outstanding and no proceedings for such purpose are, to the knowledge of the Corporation, pending or threatened. (f) The Corporation is not, nor to the knowledge of the Corporation, is any other person in default in the observance or performance of any term, covenant or obligation to be performed by it under any debt instrument, material agreement, contract, agreement or arrangement to which the Corporation is a party and no event has occurred which with notice or lapse of time or both would constitute such a default and all such contracts, agreements and arrangements are in good standing. (g) The Corporation and its subsidiaries hold either freehold title, mining leases, mining claims or other conventional property, proprietary or contractual interests or rights, recognized in the jurisdiction in which a particular property is located in respect of the ore bodies and minerals located in properties in which the Corporation and its subsidiaries have an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, which are currently sufficient to permit the Corporation and its subsidiaries to explore the minerals relating thereto, and all such property, leases or claims and all property, leases or claims in which the Corporation or the subsidiaries have any interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting. (h) There are no actions, suits, proceedings or inquiries pending or, to the knowledge of the Corporation threatened against or affecting the Corporation or its subsidiaries or their respective provisionsproperty or assets at law or in equity or before or by any federal, municipal or other governmental department, commission, board, bureau, agency or instrumentality. (i) There is and has been no failure on the part of the Corporation or any of the Corporation's directors or officers, in their capacities as such, to comply in all material respects with any applicable provision of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications. (j) Promptly following the closing of the purchase and sale of the shares contemplated by its Subscription Agreement, the Corporation shall prepare and file with the SEC a registration statement on Form S-l or SB-2 (or, if Form S-l or SB-2 is not then available to the Corporation, on such form of registration statement as is then available to effect a registration for resale of the Shares), covering the resale of the Shares (including any Shares issuable as damages as described in Section 3.1(m) below). Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Shares. (k) The Corporation shall pay all expenses associated with the registration, including filing and printing fees, counsel and accounting fees and expenses, costs associated with clearing the Shares for sale under applicable state securities laws. (l) The Corporation shall use its commercially reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable. The Corporation shall notify the Subscriber by facsimile or e-mail as promptly as practicable, and in any event, within three (3) business days, after the Registration Statement is declared effective and shall simultaneously provide the Subscriber with copies of any related prospectus to be used in connection with the sale or other disposition of the securities covered thereby. (m) In the event the Registration Statement is not declared effective by the SEC by a date which is six months from the Closing Date, the Corporation shall issue to the Subscriber as liquidated damages and not as a penalty, that number of shares of common stock that is equal to 10% of the Shares.

Representations, Warranties and Covenants of the Corporation. 6.1 The Corporation covenantshereby represents, represents warrants and warrants covenants to each Underwriter, as of the date hereof, as of the Initial Sale Time, as of the Closing Date and as of any Date of Delivery, as applicable (each, a “Representation Date”), that: (a) the Corporation meets the general eligibility requirements for use of Form F-10 under the 1933 Act, and the rules and regulations of the SEC, has filed the Registration Statement in respect of the Notes and has appointed an agent for service of process on Form F-X in connection with the filing of the Registration Statement. The Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the undersigned knowledge of the Corporation, are contemplated or threatened by any of the Canadian Securities Regulators or any of the Securities Commissions, and any request on the part of any of the Canadian Securities Regulators or any of the Securities Commissions for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”); (b) at the respective times the Registration Statement and any post-effective amendments thereto became effective and at each Representation Date, the Registration Statement and any amendments thereto complied and will comply in all material respects with the applicable requirements of Applicable Securities Laws; the Registration Statement as of its filing date did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and the Base Prospectus as supplemented by the Prospectus Supplement will not, as of the filing date of the Prospectus Supplement, as of the Time of Closing or as of any Date of Delivery, 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, in light of the circumstances under which covenantsthey were made, representations not misleading; provided, however, that this representation and warranties warranty shall survive Closingnot apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Corporation by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Base Prospectus or the Prospectus Supplements, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in the last paragraph of Section 1 of Schedule “B” hereto. The Preliminary Prospectus and the Prospectus, at the time each was or hereafter is filed with the OSC and the applicable Securities Commissions, complied in all material respects with the Applicable Securities Laws, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the SEC or available on SEDAR; (c) that:The Canadian Preliminary Offering Memorandum as of its date did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and the Canadian Offering Memorandum will not, as of the date of the Canadian Offering Memorandum, as of the Time of Closing or as of any Date of Delivery, 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; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Corporation by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Canadian Preliminary Offering Memorandum or the Canadian Offering Memorandum, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in the last paragraph of Section 1 of Schedule “B” hereto; (d) The Corporation is eligible to use the Shelf Procedures and each of the Canadian Securities Regulators has issued or is deemed to have issued receipts for the Canadian Preliminary Base Prospectus and the Canadian Base Prospectus. (e) as of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Corporation by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in the last paragraph of Section 1 of Schedule “B” hereto; (f) the documents incorporated or deemed incorporated by reference in the Registration Statement, the Canadian Base Prospectus, the Preliminary Prospectus, the Canadian Preliminary Offering Memorandum, the Prospectus and the Canadian Offering Memorandum (i) when they were or hereafter are filed with the Canadian Securities Regulators or the SEC, as applicable, complied or will comply in all material respects to the requirements of Applicable Securities Laws; and (ii) when read together with the other information in the Disclosure Package, at the Initial Sale Time, and when read together with the other information in the Prospectus and the Canadian Offering Memorandum, as applicable, at the date of the Prospectus and the Canadian Offering Memorandum, as applicable, and at the Closing Date and at any Date of Delivery, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (g) (i) at the time of filing the Registration Statement and (ii) as of the execution of this Agreement (with such date being used as the determination date for purposes of this clause (ii)), the Corporation was not and is not an Ineligible Issuer (as defined in Rule 405 of the 1933 Act), without taking account of any determination by the SEC pursuant to Rule 405 of the 1933 Act that it is not necessary that the Corporation be considered an Ineligible Issuer; (h) each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Notes under this Agreement or until any earlier date that the Corporation notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, the Corporation has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The foregoing two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Corporation by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in the last paragraph of Section 1 of Schedule “B” hereto; (i) the Corporation has been duly continued not distributed and is will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Registration Statement, the Preliminary Prospectus, the Canadian Preliminary Offering Memorandum, the Prospectus, the Canadian Offering Memorandum, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or any electronic road show or other written communications reviewed and consented to by the Representatives and listed on Annex II hereto (each a, “Corporation Additional Written Communication”). Each such Corporation Additional Written Communication, when taken together with the Disclosure Package, did not, and at the Closing Date and at any Date of Delivery will not, contain any untrue statement of a validly subsisting corporation material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the laws Corporation Additional Written Communication based upon and in conformity with written information furnished to the Corporation by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of Canadathe information described as such in the last paragraph of Section 1 of Schedule “B”; (iij) there are no persons with registration or other similar rights to have any equity or debt securities registered for sale under the Corporation has all necessary corporate power and authority to own its assets and to carry on its business Registration Statement or included in the offering contemplated by this Agreement, except for such rights as now conductedhave been duly waived; (iiik) this agreement Agreement has been duly authorised authorized, executed and delivered by all necessary corporate action on the part of the Corporation; (ivl) the execution and delivery of this agreement and the fulfillment of the terms hereof and the issue and sale of the Shares by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) the Corporation is a reporting issuer in good standing Indenture has been duly qualified under the securities legislation of AlbertaTrust Indenture Act and has been duly authorized, Ontario and Quebec (collectively referred to as on the “Applicable Securities Legislation”); the issuance of the Shares Closing Date will not contravene any provisions of the Applicable Securities Legislation, as well as the rules be duly executed and policies of the Exchange and of the other regulatory authorities having jurisdiction over delivered by the Corporation and will be exempt from the registration constitute a valid and prospectus requirements binding agreement of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles; and the Conversion Preferred Shares (as defined, and issuable in the circumstances described, in the Registration Statement, the Disclosure Package and the Prospectus) have been duly authorized by the Corporation out of its authorized and unissued preferred share capital, free from pre-emptive and other rights, and, if and when issued, such Conversion Preferred Shares will be validly issued and will be outstanding as fully paid and nonassessable preferred shares; (m) the Notes to be purchased by the Underwriters from the Corporation are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date or any Date of Delivery, as applicable, will have been duly executed by the Corporation and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Corporation, enforceable in accordance with their respective provisionsterms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and will be entitled to the benefits of the Indenture; (n) the Conversion Preferred Shares, the Notes and the Indenture conform, or will as of the Time of Closing and any Date of Delivery conform, as applicable, in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus; (o) Ernst & Young LLP, who have expressed their opinion with respect to the Corporation’s audited financial statements for the fiscal years ended December 31, 2017 and 2016 incorporated by reference in the Registration Statement, the Disclosure Package, the Canadian Offering Memorandum and the Prospectus, are independent public accountants with respect to the Corporation as required by the 1933 Act and the 1934 Act and are an independent registered public accounting firm with the Public Company Accounting Oversight Board.

Representations, Warranties and Covenants of the Corporation. The Corporation covenants, represents and warrants to to, and covenants with the undersigned (which covenantsSubscriber that, representations and warranties shall survive Closing) that:except as set out expressly in any specific subsection below, as of the date of this Subscription Agreement; (ia) the Corporation is a valid and subsisting corporation duly organized and in good standing under the laws of the Province of British Columbia; (b) the Corporation has been duly continued full power and is a validly subsisting corporation under authority to enter into and perform this Subscription Agreement and to do all other acts which are necessary to consummate the laws of Canadatransactions contemplated in the Subscription Agreement; (iic) the Corporation is a “reporting issuer” in British Columbia and Alberta and the Common Shares are listed and posted for trading on the TSX Venture Exchange; (d) no order ceasing or suspending trading in the securities of the Corporation nor prohibiting sale of such securities has been issued to the Corporation or its directors, officers or promoters and, to the knowledge of the Corporation, no investigations or proceedings for such purposes are pending or threatened; (e) the Corporation has all necessary complied and will fully comply with the requirements of applicable securities and corporate power and authority to own its assets and to carry on its business as now conductedlegislation in respect of the Offering; (iii) this agreement has been duly authorised by all necessary corporate action on the part of the Corporation; (ivf) the execution and delivery of this agreement and the fulfillment of the terms hereof and the issue issuance and sale of the Shares by the Corporation as provided in this agreement do Debenture and Warrants does not and will not conflict with and do does not and will not result in a breach of any of the terms, conditions conditions, or provisions of the current constating documents, by-laws and resolutions documents of the Corporation or breach any material contracts agreement or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) instrument to which the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within party or by which its control to list the Shares on the Exchangeassets are affected; (viiig) this Subscription Agreement has been or will be at the unaudited consolidated financial statements Closing, duly authorized by all necessary corporate action on the part of the Corporation, and constitutes a valid obligation of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation upon it and enforceable against the Corporation in accordance with their respective provisionsits terms subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors’ rights generally and as limited by laws relating to the availability of equitable remedies; (h) the Common Shares and Warrant Shares, upon payment in full therefor, 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; (i) on the Closing, the approvals from the TSX Venture Exchange that are required for the transactions herein contemplated to occur at Closing will have been obtained other than any post-Closing filings required by the TSX Venture Exchange or under applicable Securities Laws; and (j) The Corporation covenants and agrees that if, at any time prior to the Maturity Date, the Corporation proposes to file a registration statement with respect to any class of equity or equity-related securities (other than in connection with an offering to the Corporation’s employees (e.g., Form S-8), or in connection with an acquisition, merger or similar transaction (e.g., Form S-4), under the U.S. Securities Act in a primary registration on behalf of the Corporation and/or in a secondary registration on behalf of holders of such securities, and the registration form to be used may be used for the resale of the Common Shares, the Corporation will include such Common Shares (i) not previously sold or transferred by the Subscriber (i.e., held by the original Subscriber); or (ii) not otherwise able to be freely sold by the Subscriber pursuant to the requirements of Rule 144 of the U.S. Securities Act (such remaining Common Shares, the “Registrable Securities”), in such registration statement or give prompt written notice to the Subscriber of its intention to file a registration statement and will offer to include in such registration statement, such number of Registrable Securities with respect to which the Subscriber has received written requests for inclusion therein within twenty (20) days after the giving of notice by Corporation (the “Piggyback Registration Rights”). The Subscriber acknowledges and understands that the Corporation may file a primary or secondary registration on behalf of certain investors that have provided or will provide financing or other resources to the Corporation, that the inclusion of the Registrable Securities in such registration is subject to the prior approval of such investors, and that such investors may not approve the inclusion of the Registrable Securities, in which case, the Piggyback Registration Rights provided in this paragraph will continue pursuant to the terms of this paragraph for any subsequent primary or secondary registration. The Subscriber also agrees that the Corporation may be limited in its ability to register all of the Registrable Securities on a single registration statement pursuant to Rule 415 of the U.S. Securities Act and consents and agrees to the Corporation registering less than all of the Registrable Securities in the event the Corporation is precluded from registering all of the Registrable Securities pursuant to Rule 415 (or any other rule or regulation promulgated by the Securities and Exchange Commission). Notwithstanding the requirements of this Section (j), the Piggyback Registration Rights shall not apply to offerings by the Corporation on Form S-3 (or pursuant to prospectus supplements filed to Form S-3’s), unless the Corporation files a resale registration on Form S-3.

Representations, Warranties and Covenants of the Corporation. The Corporation covenantsrepresents, represents warrants and warrants covenants to the undersigned Agent, the Purchaser (and to any others on whose behalf the Purchaser is contracting hereunder) as of the date hereof and as of the Closing Date, which covenantsrepresentations, representations warranties and warranties covenants shall survive any investigation made by the Agent, the Purchaser or such others for a period of two years after the Final Closing) , that: (ia) the Corporation has been duly continued and is a validly subsisting existing corporation in good standing under the laws of Canadathe jurisdiction in which it is incorporated, and the Corporation has no subsidiaries; (iib) the Corporation is duly qualified and authorized to do business in the jurisdiction(s) in which it carries on business or to own property where required under the laws of the jurisdiction(s) in which any such property is located; (c) the Corporation is current with all material filings required to be made under the laws of any jurisdiction in which it carries on any material business, and the Corporation has all necessary licenses, leases, permits, authorizations and other approvals necessary to permit it to conduct its business as currently conducted, except where the failure to have any such license, lease, permit, authorization or approval would not have a material adverse effect on the Corporation and its business; (d) the audited financial statements of the Corporation as at and for the year ended December 31, 2008 and the interim financial statements of the Corporation as at and for the six-month period ended June 30, 2009 present fairly, in all material respects, the financial position of the Corporation as at the respective period-end dates, and the results of its operations and the changes in its financial position for the 12-month period ended December 31, 2008 in the case of the audited financial statements and six-month period ended June 30, 2009 in the case of the interim financial statements, all in accordance with generally accepted accounting principles, and, since June 30, 2009, there has been no material adverse change in the business, affairs or financial or other condition of the Corporation, except as disclosed in the notes to the financial statements for the quarter then ended; (e) the Corporation has all necessary corporate requisite power and authority to own carry out its assets and to carry on its business as now conductedobligations under this Subscription Agreement; (iiif) this agreement Subscription Agreement has been duly authorised authorized, executed and delivered by all necessary corporate action the Corporation and constitutes or on the part Closing Date will constitute, a legal, valid and binding obligation of the Corporation enforceable in accordance with its terms except that: (i) the enforcement hereof may be limited by bankruptcy, insolvency, reorganization and other laws affecting the enforcement of creditors’ rights generally, (ii) rights of indemnity hereunder may be limited under applicable law, and (iii) equitable remedies, including without limitation specific performance and injunctive relief, may be granted only in the discretion of a court of competent jurisdiction; (g) the shares of Common Stock included in the Units are or on the Closing Date will be duly and validly authorized and, when issued and delivered against payment therefor, will be duly and validly issued, fully paid and non-assessable shares in the capital stock of the Corporation; (ivh) the execution and delivery Corporation will reserve a sufficient number of this agreement and shares of Common Stock out of its authorized capital stock as may be required to be issued on, or resulting from, the fulfillment exercise of the terms hereof Warrants and, when issued and the issue delivered upon such exercise, such shares of Common Stock will be duly and sale of the Shares by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessableassessable shares in the capital of the Corporation; (vii) the authorized capital of the Corporation consists of 150,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par value of $0.01 per share. Of the preferred stock, 200,000 shares have been designated as Series D Junior Participating Preferred Stock (underlying outstanding rights applicable to each presently and future outstanding share of Common Stock under a shareholder rights agreement adopted effective May 20, 2008 (the “Rights Plan”) and no other series or class of preferred stock is designated. As of June 30, 2009 there were 99,639,106 shares of Common Stock and no shares of preferred stock outstanding. In addition, as of that date, the Corporation had an aggregate of 26,074,666 shares of Common Stock reserved for issuance upon exercise or conversion of the following outstanding securities: (i) options which have been granted under the Corporation’s stock option plans and other agreements, to purchase an aggregate of 13,689,666 shares of Common Stock and (ii) warrants issued to investors to purchase an aggregate of 10,000,000 shares of Common Stock and warrants issued to the Agent or its designees to purchase an aggregate of 2,385,000 shares of Common Stock; (j) the Corporation is a reporting issuer not, and at the Closing Date will not be: (i) in good standing under the securities legislation breach or violation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance any of the Shares terms or provisions of, or in default under, this Agreement, any other Subscription Agreement for the purchase of Units, the Agency Agreement, any indenture, mortgage, deed of trust or loan agreement, (except as disclosed in the Corporation’s SEC filings), other agreement (written or oral) or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject, which breach or violation or the consequences thereof would result in a material adverse change to it or its business; or (ii) in violation of the provisions of its articles, by-laws, resolutions or any statute or any other rule or regulation of any court or governmental agency or body having jurisdiction over it or any of its properties which violation or the consequences thereof would result in a material adverse change to it or its business; (k) the issue and sale of the Purchased Units (and the underlying securities including any shares of Common Stock issued on, or resulting from, the exercise of the Warrants) and the performance and consummation of the transactions contemplated herein will not contravene 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 (written or oral) or instrument to which the Corporation is bound or to which any of the property or assets of the Corporation is subject, which breach or violation or the consequences thereof would result in a material adverse change to the Corporation or its business, nor will any such action conflict with or result in any violation of the provisions of the Applicable Securities Legislationarticles, as well as the rules and policies by-laws or resolutions of the Exchange and Corporation or any statute or any order, rule or regulation of the other regulatory authorities any court or governmental agency or body having jurisdiction over the Corporation and will be exempt from or any of its properties which violation or the registration and prospectus requirements of the Applicable Securities Legislation. (vii) consequences thereof would result in a material adverse change to the Corporation will take all steps within or its control to list the Shares on the Exchangebusiness; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ixl) the Corporation has established on its books reserves which are adequate for the payment of all taxes not made any private placement of shares yet due and payable; there are no liens or other liabilities for taxes on the assets of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares Corporation except for taxes not yet due; there are no audits of any class during of the last six monthstax returns of the Corporation which are known by the Corporation’s management to be pending and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any government or agency of any deficiency having a material adverse effect on the properties, business or assets of the Corporation; (xm) the Corporation is unaware has good and valid title to its properties, leaseholds and assets, including without limitation the properties, leaseholds and assets reflected in the balance sheet as of June 30, 2009 referred to in Section 6(d) above, except properties, leaseholds and assets disposed of since such date at fair market value in the ordinary course of business, and has good title to all its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance, charge, rights of first refusal or options to purchase, whether or not relating to extensions of credit or the borrowing of money, other than as disclosed in such balance sheet except as incurred in the ordinary course of business since the date of such balance sheet, and except in any event where the failure to hold good title or the existence of a mortgage, pledge, lien, lease, encumbrance, charge, right of first refusal or option to purchase would not have a material adverse effect on the Corporation or its business; there exists no condition which interferes with the economic value or use of such properties and assets and all tangible assets are in good working condition and repair (subject to ordinary wear and tear) except where the existence of any such condition would not have a material adverse effect on the Corporation or its business; (n) the Corporation owns or has valid licenses for the use of, or has applied for registration of, all patents, trade marks, service marks, trade names, and copyrights necessary for the conduct of its business, except where the failure to so own or apply for registration would not have a material adverse effect on the Corporation or its business; to the best of the knowledge, information and belief of the Corporation, none of the past or facts concerning its business present activities of the Corporation or the products, services or assets of the Corporation infringe or constitute an unauthorized use of any proprietary rights of others, and its operations that the Corporation has not been disclosed and released received any notice of infringement of, or conflict with, asserted rights of others with respect to any patent, trade xxxx, service xxxx, trade name, or copyright that, individually or in the aggregate, if the subject of an unfavorable decision, ruling, or finding, would result in a material adverse change to the public Corporation or its business; (o) the Corporation has taken reasonable measures to protect and whichpreserve the confidentiality of all trade secrets and other non-patented proprietary information of the Corporation, if known including without limitation the procurement of proprietary invention assignments and non-disclosure and non-competition agreements from employees, consultants, subcontractors, customers and other persons who have access to such information; (p) the Corporation has filed all necessary federal, state and municipal property, income and franchise tax returns and has paid all taxes shown as due thereon or otherwise owed by it to any taxing authority except those contested in good faith and for which appropriate amounts have been reserved in accordance with generally accepted accounting principles; there is no tax deficiency which has been, or to the Purchaserbest of the knowledge, could reasonably deter information and belief of the Purchaser from subscribing Corporation might be, asserted against the Corporation which would materially affect the business or operations of the Corporation; the Corporation has paid all applicable federal and paying state payroll and withholding taxes; (q) there is no collective bargaining or other union agreement to which the Corporation is a party or by which it is bound, or which is currently being negotiated; except for a defined contribution plan under Section 401(k) of the SharesUS Internal Revenue Code, the Corporation does not sponsor, maintain or contribute to any pension, retirement, profit sharing, incentive compensation, bonus or other employee benefit plan, including without limitation any employee benefit plan covered by Title 4 of the Employee Retirement Income Security Act of 1974 (“ERISA”) or any “multi-employer plan” as defined in Section 4001(a)(3) of ERISA, or any other employee benefit plan; to the best of the knowledge, information and belief of the Corporation, (i) no employee of the Corporation is a party to or bound by any agreement, contract or commitment, or subject to any restrictions, particularly but without limitation in connection with any previous employment of any such person, which would result in a material adverse change to the Corporation or its business, and (ii) no senior officer has any present intention of terminating his employment with the Corporation, and the Corporation has no present intention of terminating any such employment; and (xir) all necessary corporate proceedings there is no adverse claim, action, proceeding or investigation pending or, to authorize this agreement the knowledge, information and the issuance belief of the Shares have been Corporation, threatened, which questions the validity of the issue or sale of the Units (or the underlying securities, including the shares of Common Stock issued on, or resulting from, the exercise of the Warrants) contemplated hereunder or the validity of any action taken or to be taken by the Corporation andin connection with this Subscription Agreement or which would result in any material adverse change in the financial condition, from its execution by results of operations, business or prospects of the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisions.

Representations, Warranties and Covenants of the Corporation. 6.1 The Corporation covenantshereby represents, represents warrants and warrants covenants to and with the Agent and the Purchasers and acknowledges that the Agent and the Purchasers are relying upon such representations, warranties and covenants in completing the Closing as follows: (a) the proceeds of the sale of the Common Shares shall be used by the Corporation to repay debt, for working capital and general corporate purposes, including payment of the costs incurred by the Corporation in connection with the Offering; (b) it will as soon as practicable after the Closing Date and, in any event, within applicable time periods under the Applicable Securities Laws, file such documents as may be required under the Applicable Securities Laws relating to the undersigned private placement of the Common Shares which shall include, but not be limited to, those filing requirements as prescribed by OSC Rule 45-501 and as prescribed by CSA Multilateral Instrument 45-102 Resale of Securities, and pay all filing fees required to be paid in connection therewith; (which covenantsc) it will use its commercially reasonable best efforts to ensure that the Common Shares and the Compensation Warrant Shares issuable on the exercise of the Compensation Warrants, representations will be listed for trading on the Stock Exchanges upon their issue; (d) as soon as practicable after the Closing Date, the Corporation shall make application for listing of the Common Shares on the Toronto Stock Exchange and warranties to take all commercially reasonable steps to have the application approval as promptly as practicable; (e) promptly following the Closing Date, but in any event no later than 45 days following the Closing Date, the Corporation shall survive Closingprepare and file with the SEC a Form S-3 or, if Form S-3 is not then available to effect a resale of the Common Shares, on such other form of registration statement as is then available to effect, subject to approval by the SEC, a registration for the resale of the Common Shares, such that such Common Shares shall be freely tradeable securities; (f) that:it has complied and will comply with all of the Applicable Securities Laws in connection with the Offering. Neither the Corporation nor anyone acting on its behalf, directly or indirectly, has or will sell, offer to sell or solicit offers to buy the Common Shares or similar securities to, or solicit offers with respect thereto from, or enter into any preliminary conversations or negotiations relating thereto with, any person (other than the Agent Purchasers), so as to bring the issuance and sale of the Common Shares under the registration or prospectus provisions of the Applicable Securities Laws. Neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising in connection with the offer or sale of Common Shares; (g) the Corporation and each of its material Subsidiaries: (i) have been incorporated and organized and are validly existing and in good standing under the laws of their respective jurisdictions of incorporation; and (ii) have all requisite corporate power and authority and are qualified and authorized to carry on their respective businesses as now conducted and to own, lease and operate their respective properties and assets, in all jurisdictions where such qualification or authorization is required except where such failure to be so qualified or the absence of any such licence, registration or qualification does not and will not have a material adverse effect; (h) the Corporation is eligible to use Form S-3 to register the Registrable Securities (as such term is defined in the Registration Rights Agreement) for sale by Purchasers as contemplated by the Registration Rights Agreement; (i) the Corporation has been duly continued and is a validly subsisting corporation each of its material Subsidiaries are current and up-to-date with all filings required to be made by each of them respectively under the all applicable laws of CanadaCanada and the United States, as applicable; (iij) the Corporation has and its Subsidiaries, collectively, are the registered and beneficial owners of all necessary corporate power of the issued and authority to own its assets outstanding securities of the Subsidiaries which securities have been issued as fully paid and to carry on its business as now conductednon-assessable and which securities are free and clear of all mortgages, liens, charges, pledges, security interest encumbrances, claims or demands whatsoever; (iiik) this agreement has been duly authorised by all necessary corporate action on the part Corporation and each of the Corporation; (iv) the execution material Subsidiaries are, in all material respects, conducting their respective businesses in compliance with all applicable laws, rules and delivery regulations and, in particular, all applicable licensing, food, drug and environmental legislation or other lawful requirement of this agreement and the fulfillment of the terms hereof and the issue and sale of the Shares by any governmental or regulatory bodies applicable to the Corporation or its Subsidiaries of 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 provided 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 Time of Closing be valid, subsisting and in this agreement do good standing, except where such failure to be so qualified or the absence of any such licence, registration or qualification does not and will not conflict with and do not and will not result in have a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporationadverse effect; (vl) the Corporation and each of the material Subsidiaries possess all franchises, certificates, authority, permits or licences issued by the appropriate state, provincial, municipal or federal regulatory agencies or bodies necessary to conduct the business now owned or operated by each of them and neither the Corporation nor any of its material Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authority, permit or licence which, if the subject of an unfavourable decision, ruling or finding would have a material adverse effect ; (m) except as disclosed in the SEC Filings, the Corporation does not have any Outstanding Convertible Securities; (n) the Corporation is authorized to issue an unlimited number of Common Shares willand an unlimited number of Class A Preferred Shares issuable in series of which, upon payment thereforas of the date hereof, be validly 23,200,659 Common Shares and 0 Class A Preferred Shares are issued and outstanding as fully paid and non-assessable; (vi) the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisions.

Representations, Warranties and Covenants of the Corporation. 7.1 The Corporation covenantshereby represents, represents warrants and warrants covenants to each Underwriter, as of the undersigned date hereof and as of the Closing Date (which covenantseach, representations and warranties shall survive Closing) a "Representation Date"), that: (ia) At the Corporation has been duly continued time of filing with the Canadian Securities Regulators, the Preliminary Prospectus complied, and is a validly subsisting corporation under the laws Prospectus will comply, in all material respects with Canadian Securities Laws, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Canadathe Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof available on SEDAR; (iib) as of its filing date, the Prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Prospectus based upon and in conformity with written information furnished to the Corporation has all necessary corporate power and authority to own its assets and to carry on its business as now conductedby any Underwriter through the Lead Underwriters specifically for use therein; (iiic) this agreement has the documents incorporated or deemed incorporated by reference in the Preliminary Prospectus and the Prospectus that have not been duly authorised by superseded or modified, (i) when they were, including any amendment or supplement, or hereafter are, filed with the Canadian Securities Regulators, complied or will comply in all necessary corporate action on material respects to the part requirements of Canadian Securities Laws; and (ii) when read together with the other information in the Preliminary Prospectus, as of the Corporationdate hereof, and when read together with the other information in the Prospectus at the date of the Prospectus and at the Closing Date, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iv) the execution and delivery of this agreement and the fulfillment of the terms hereof and the issue and sale of the Shares by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ixd) the Corporation has not made any private placement of shares distributed and will not distribute, prior to the later of the same class Closing Date and the completion of the Underwriters' distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectus, the Prospectus, the Offering Marketing Materials and any other Marketing Material reviewed and consented to by the Lead Underwriters. Such Offering Marketing Materials, when taken together with the Preliminary Prospectus, as of the Shares date hereof did not, and when taken together with the Prospectus at the Closing Date will not, contain any untrue statement of a material fact or shares omit to state a material fact necessary in order to make the statements therein, in the light of other class the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or securities convertible or exchangeable omissions from the Offering Marketing Materials based upon and in shares of any class during the last six months; (x) conformity with written information furnished to the Corporation is unaware of by any information or facts concerning its business and its operations that has not been disclosed and released to Underwriter through the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying Lead Underwriters specifically for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisions.use therein;

Representations, Warranties and Covenants of the Corporation. The Corporation covenantsrepresents, represents warrants and warrants covenants to the undersigned (which covenants, representations Issuer and warranties shall survive Closing) the Purchaser that: (ia) As of the date hereof, the Corporation has been duly continued and is a validly subsisting corporation under an organization described in Section 501(c)(3) of the laws Internal Revenue Code of Canada1986, as amended (the “Code”); there is no action, suit, proceeding, or investigation before or by any court or other governmental authority or agency pending or, to the knowledge of the Corporation, threatened which could affect the status of the Corporation as an organization described in Section 501(c)(3) of the Code; (b) As of the date hereof, the Corporation (i) has all requisite corporate, power and legal authority to (A) execute and deliver this Agreement, the Loan Agreement, the Continuing Disclosure Agreement to be dated as of the Closing Date and in the form attached as Exhibit B hereto (the “Continuing Disclosure Agreement”), the Supplement, Obligation No. 10, and an Escrow Deposit Agreement dated as of Settlement Date (the “Escrow Agreement”), between the Corporation and Computershare Trust Company, National Association, as escrow agent (collectively, the “Corporation Documents”) and (B) carry out, give effect to, and consummate all transactions involving the Corporation described in the Corporation Documents, and (ii) by proper corporate action has duly authorized the execution and delivery of the Corporation has all necessary corporate power and authority to own its assets and to carry on its business as now conductedDocuments; (iiic) this agreement has As of the Closing Date, the Corporation will have taken all action required in order to authorize the issuance and sale of the Series 2025 Bonds upon the terms set forth herein and in the Corporation Documents; (d) The officers of the Corporation executing the Corporation Documents are duly and properly in office and fully authorized to execute the same and all proceedings of the Corporation relating to the approval and authorization of the Corporation Documents were conducted at duly convened meetings of the Board of Trustees and/or Finance Committee of the Corporation in accordance with the Corporation’s Articles of Incorporation and Bylaws and the Corporation Documents have been duly authorised by all necessary corporate action authorized and, on the part of Settlement Date, the Corporation Documents will have been duly executed and delivered by the Corporation; (ive) the The execution and delivery of this agreement the Corporation Documents and the consummation of the transactions therein described, and the fulfillment of or compliance with the terms hereof and the issue and sale of the Shares by the Corporation as provided in this agreement conditions thereof, do not and will not conflict with and do not and will not result in or constitute a violation or breach of any or default under the Articles of the terms, conditions or provisions of the current constating documents, by-laws and resolutions Incorporation of the Corporation or breach its Bylaws or, to the Corporation’s knowledge after reasonable investigation, any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or, to the knowledge of the Corporation, any indenture, mortgage, deed of trust, loan agreement, lease, contract or other material contracts agreement or outstanding debts material instrument to which the Corporation is a party or equity securities by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Corporation, other than any such lien, charge or encumbrance created by or permitted under the Corporation Documents, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions described in the Corporation Documents or the financial condition, assets, properties or operations of the Corporation; (vf) As of the Shares willdate hereof, there is no action, suit, proceeding, or investigation at law or in equity before or by any court or federal, state, municipal or other government authority pending or, to the best of the Corporation’s knowledge, threatened against or affecting the Corporation or the assets, properties or operations of the Corporation (i) to restrain or enjoin the collection of revenues under any Corporation Documents; (ii) in any way contesting or affecting the validity or enforceability of the Corporation Documents, or the power of the Corporation to enter into the Corporation Documents; or (iii) which, if determined adversely to the Corporation or its interests, would have a material and adverse effect upon payment thereforthe consummation of the transactions described in, be validly issued as fully paid and non-assessableor the validity of, the Corporation Documents or upon the financial condition, assets, properties or operations of the Corporation; (vig) As of the date hereof, the Corporation is a reporting issuer not in good standing under 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 securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance consummation of the Shares will not contravene any provisions transactions described in the Corporation Documents, or the financial condition, assets, properties or operations of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the ExchangeCorporation; (viiih) The Corporation has all the unaudited consolidated financial statements necessary permits, licenses, approvals and authorizations to conduct its business as presently being conducted. No consent or approval of any trustee or holder of any indebtedness of the Corporation and the report no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) permit the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six monthsto execute and deliver this Agreement; (xi) The proceeds of the Series 2025 Bonds will not be used in connection with any unrelated trade or business of the Corporation is unaware as defined in Section 513 of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; andCode; (xij) all necessary corporate proceedings to authorize this agreement When executed and the issuance of the Shares have been taken delivered by the Corporation and, from its and assuming due execution by the Corporationother parties thereto, this agreement and the private placement shall be duly authorized and shall Corporation Documents will constitute the legal, valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisionsterms, except as enforcement may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles; (k) The Corporation will, on or prior to the Closing Date, enter into the Continuing Disclosure Agreement; (l) The issuance and sale of the Series 2025 Bonds are not subject to any presently existing transfer or other documentary stamp taxes of the State or any political subdivision thereof; (m) For the period beginning on the Sale Date and ending on the Settlement Date, the Corporation will promptly notify the Purchaser as soon as the Corporation becomes aware of any fact that, in its reasonable judgment, may cast doubt on or question the ability of the Corporation to (i) enforce the Corporation Documents (assuming for this purpose the due execution and delivery by the parties thereto of any draft Corporation Documents), (ii) refund the Refunded Bonds as herein contemplated, (iii) issue, sell and deliver the Series 2025 Bonds as provided for by this Agreement, or (iv) perform any of its other obligations in a timely manner pursuant to this Agreement; (n) The audited statement of net position, statement of financial position and statement of revenues, expenses and changes in net position and the related financial statements of the Corporation for the fiscal year ended June 30, 2021, and all other information posted on the Electronic Municipal Market Access database (“EMMA”) present fairly the Corporation’s financial condition as of the dates indicated, and the Corporation has no reason to believe that such financial statements have not been prepared in accordance with generally accepted accounting principles consistently applied; (o) Since June 30, 2021, there have been no material adverse changes to the financial position or condition or operations of the Corporation; (p) Except for the Obligations set forth in the Supplement, there is no indebtedness of the Corporation prior to or on a parity with Obligation No. 10; (q) After the Closing Date, the Corporation will not amend or consent to the amendment of any of the Corporation Documents without the prior written consent of the Purchaser; (r) Prior to the Settlement Date, the Corporation will promptly notify the Purchaser of the adoption of or any change to any applicable law or regulation or a decision rendered by a court, the effect of which would make it unlawful for the Corporation to issue the Series 2025 Bonds or perform its obligations under this Agreement or any of the Corporation Documents; (s) Prior to the termination of this Agreement, the Corporation will refrain from any action to refund or defease the Refunded Bonds; (t) The Corporation shall not appoint any underwriters or placement agents with respect to the Series 2025 Bonds; and (u) The Corporation shall provide evidence of the ratings of the Series 2025 Bonds by Fitch Ratings, Inc. (“Fitch”) by [April 11, 2022] [Sale Date + 30] and by Xxxxx’x Investors Service (“Moody’s”) by September 30, 2022; provided that, if the Corporation fails to provide the ratings by such dates, the Corporation shall pay the Purchaser a fee equal to 1.5% of the principal amount of the Series 2025 Bonds, calculated on the basis of a 365-day year and payable semiannually on April 15 and October 15, until such required rating or ratings are obtained.

Representations, Warranties and Covenants of the Corporation. The Corporation covenants, hereby represents and warrants to to, and covenants with the undersigned (which covenants, Subscriber as follows and acknowledges that the Subscriber is relying on such representations and warranties in connection with the transactions contemplated herein: (a) Upon issue, the Flow-Through Shares will be "flow-through shares" as defined in subsection 66(15) of the Tax Act and are not and will not be prescribed shares within the meaning of section 6202.1 of the regulations to the Tax Act and the applicable provisions of the Taxation Act (Québec). The Corporation does not have and will not have prior to the Termination Date a Prescribed Relationship with the Subscriber and, if the Subscriber is a partnership, any partner or limited partner of the partnership. (b) The Corporation is a "principal-business corporation" as defined in subsection 66(15) of the Tax Act and will continue to be a "principal-business corporation" until such time as all of the Resource Expenses required to be renounced under this Subscription Agreement have been incurred and validly renounced pursuant to the Tax Act. (c) The Corporation has no reason to believe that it will be unable to incur, on or after the Closing Date and on or before the Termination Date or that it will be unable to renounce to the Subscriber effective on or before December 31, 2003, Resource Expenses in an aggregate amount equal to the Subscription Price and the Corporation has no reason to expect any reduction of such amount by virtue of subsection 66(12.73) of the Tax Act. (d) The Corporation hereby agrees to incur Resource Expenses in an amount equal to the Subscription Price on or before the Termination Date in accordance with this Subscription Agreement and agrees to renounce to the Subscriber, with an effective date no later than December 31, 2003, pursuant to subsection 66(12.6) of the Tax Act, and, in respect of Resource Expenses incurred by the Corporation in 2004, pursuant to subsection 66(12.66) of the Tax Act, Resource Expenses in an amount equal to the Subscription Price. For greater certainty, the Corporation may renounce to the Subscriber, with an effective date no later than December 31, 2003, either (i) Resource Expenses deemed to be incurred by it in 2003 pursuant to a renunciation to the Corporation by a corporation related to it, for purposes of the Tax Act, of Resource Expenses incurred by that corporation in 2003 if the renunciation by that corporation to the Corporation is pursuant to subsection 66(12.6) of the Tax Act and has an effective date in 2003, or (ii) Resource Expenses deemed to be incurred by it in 2004 pursuant to a renunciation to the Corporation by a corporation related to it, for the purposes of the Tax Act, of Resource Expenses incurred by that corporation in 2004 if the renunciation by that corporation to the Corporation is pursuant to subsection 66(12.66) of the Tax Act and has an effective date in 2004. (e) The Corporation shall survive Closingdeliver to the Subscriber, within the time prescribed under the Tax Act, the relevant Prescribed Forms, fully completed and executed, renouncing to the Subscriber Resource Expenses in an amount equal to the Subscription Price with an effective date of no later than December 31, 2003, such delivery constituting the authorization of the Corporation to the Subscriber to file such Prescribed Forms with the relevant taxation authorities. (f) thatThe Resource Expenses to be renounced by the Corporation to the Subscriber: (i) will constitute CEE on the Corporation has been duly continued and is a validly subsisting corporation under effective date of the laws of Canadarenunciation; (ii) will not include expenses that are "Canadian exploration and development overhead expenses" (as defined in the Regulations to the Tax Act for purposes of paragraph 66(12.6)(b) of the Tax Act) of the Corporation has all necessary corporate power or amounts which constitute specified expenses for seismic data described in paragraph 66(12.6)(b.1) of the Tax Act or any expenses for prepaid services or rent that do not qualify as outlays and authority to own its assets and to carry on its business expenses for the period as now conducteddescribed in the definition of "expense" in subsection 66(15) of the Tax Act; (iii) this agreement will not include any amount that has previously been duly authorised renounced by all necessary corporate action on the part of Corporation to the CorporationSubscriber or to any other Person; (iv) would be deductible by the execution Corporation in computing its income for the purposes of Part I of the Tax Act but for the renunciation to the Subscriber; and (v) will not be subject to any reduction under subsection 66(12.73) of the Tax Act. (g) The Corporation shall not reduce the amount renounced to the Subscriber pursuant to subsection 66(12.6) of the Tax Act. (h) The Corporation shall not be subject to the provisions of subsection 66(12.67) of the Tax Act in a manner which impairs its ability to renounce Resource Expenses to the Subscriber in an amount equal to the Subscription Price. (i) If the Corporation receives, or becomes entitled to receive, any government assistance which is described in paragraph (a) of the definition of "excluded obligation" in subsection 6202.1(5) of the Regulations to the Tax Act and delivery the receipt of or entitlement to receive such government assistance has or will have the effect of reducing the amount of CEE validly renounced to the Subscriber hereunder to less than the Subscription Price, the Corporation shall remit to the Subscriber the benefit of all amounts received or receivable in respect of such government assistance to the extent of such reduction. (j) The Corporation shall use the proceeds of the Offering to finance exploration expenditures on its properties in and around Xxxxxxxx Lake, Ontario. (k) The Corporation shall file with Revenue Canada the form prescribed by subsection 66(12.68) of the Tax Act, together with a copy of this agreement Subscription Agreement, within the time period prescribed by the Tax Act. (l) The Corporation covenants and agrees that if the fulfillment Corporation fails to renounce Resource Expenses to the Subscriber in an amount equal to the Subscription Price with an effective date no later than December 31, 2003, or if the amount renounced is reduced pursuant to subsection 66(12.73) of the terms hereof Tax Act (except as a result of any amendment to the Tax Act), the Corporation shall indemnify the Subscriber as to and pay in settlement thereof to the issue Subscriber, an amount equal to the amount of any tax payable under the Tax Act (and any corresponding provincial tax legislation) by the Subscriber as a consequence of such failure to renounce or such reduction, as the case may be. (m) The Subscriber shall have the benefit of the representations and warranties made by the Corporation to the Agents and set forth in the Agency Agreement. Such representations and warranties shall form an integral part of this Subscription Agreement and shall survive the closing of the purchase and sale of the Flow-Through Shares by and shall continue in full force and effect for the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any benefit of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared Subscriber in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periodsthe Agency Agreement. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution by the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisions.

Representations, Warranties and Covenants of the Corporation. The Corporation covenantsrepresents, represents warrants and warrants covenants to the undersigned Agent, the Purchaser (and to any others on whose behalf the Purchaser is contracting hereunder) as of the date hereof and as of the Closing Date, which covenantsrepresentations, representations warranties and warranties covenants shall survive any investigation made by the Agent, the Purchaser or such others for a period of two years after the Closing) , that: (ia) the Corporation has been duly continued and is a validly subsisting existing corporation in good standing under the laws of Canadathe jurisdiction in which it is incorporated, and the Corporation has no subsidiaries;the Corporation is duly qualified and authorized to do business in the jurisdiction(s) in which it carries on business or to own property where required under the laws of the jurisdiction(s) in which any such property is located; (iib) the Corporation is current with all material filings required to be made under the laws of any jurisdiction in which it carries on any material business, and the Corporation has all necessary licenses, leases, permits, authorizations and other approvals necessary to permit it to conduct its business as currently conducted, except where the failure to have any such license, lease, permit, authorization or approval would not have a material adverse effect on the Corporation and its business; (c) the audited financial statements of the Corporation as at and for the year ended December 31, 2001 present fairly, in all material respects, the financial position of the Corporation as at that date, and the results of its operations and the changes in its financial position for the 12-month period then ended in accordance with generally accepted accounting principles, and the unaudited financial statements of the Corporation as at and for the nine months ended September 30, 2002 present fairly, in all material respects, the financial position of the Corporation as at that date, and the results of its operations and the changes in its financial position for the nine-month period then ended; since September 30, 2002, there has been no material adverse change in the business, affairs or financial or other condition of the Corporation or any of its subsidiaries, except as disclosed in the notes to the financial statements for the nine-month period then ended; (d) the Corporation has all necessary corporate requisite power and authority to own carry out its assets obligations under this Agreement, the Investor Rights Agreement, the Preferred Shares, the Short Term Warrants and to carry on its business as now conductedthe Two Year Warrants; (e) this Agreement has been, and the Investor Rights Agreement, the Preferred Shares, the Short Term Warrants and the Two Year Warrants, will be on the Closing Date, duly authorized, executed and delivered by the Corporation and constitute or on the Closing Date will constitute, legal, valid and binding obligations of the Corporation enforceable in accordance with their terms except that: (i) the enforcement hereof or thereof may be limited by bankruptcy, insolvency, reorganization and other laws affecting the enforcement of creditors' rights generally, (ii) rights of indemnity thereunder may be limited under applicable law, and (iii) this agreement has been duly authorised by all necessary corporate action equitable remedies, including without limitation specific performance and injunctive relief, may be granted only in the discretion of a court of competent jurisdiction; (f) the Preferred Shares comprising part of the Units are or on the part Closing Date will be duly and validly authorized and, when issued and delivered against payment therefor, will be duly and validly issued, fully paid and non-assessable shares in the capital stock of the Corporation; (ivg) the execution and delivery Corporation will reserve a sufficient number of this agreement Common Shares unissued as may be required to be issued pursuant to the conversion of the Preferred Shares and the fulfillment exercise of the terms hereof Short Term Warrants and the issue Two Year Warrants comprising the Purchased Units and sale of the when issued and delivered upon such conversion or exercise, such Common Shares by the Corporation as provided in this agreement do not will be duly and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessableassessable shares in the capital stock of the Corporation; (vih) the authorized capital of the Corporation consists of 100,000,000 Common Shares and 5,000,000 shares of preferred stock, $.01 par value per share. Of the preferred stock, 500,000 shares have been designated as Series A Convertible Preferred Stock, 1,116,500 shares have been designated as Series B Convertible Preferred Stock and, on or prior to the Closing Date, not more than 605,000 shares will be designated as Preferred Shares. As of December 31, 2002, there are 16,759,316 Common Shares outstanding, no shares of Series A Convertible Preferred Stock outstanding, 1,112,500 shares of Series B Convertible Preferred Stock outstanding and no Preferred Shares outstanding (other than Preferred Shares issued or to be issued in the Offering. In addition, the Corporation has (i) outstanding a convertible note held by Dimotech (the "Convertible Note") in the principal amount of $40,000 which is convertible, at the holder's option, into Common Shares at a price of $1.00 per share or into any class of preferred shares at the price paid by the purchasers thereof; provided, however, that if any such preferred shares are convertible into Common Shares (as is the case with the Preferred Shares), the holder would be entitled to receive no more than the number of preferred shares which, at the then existing conversion rate, would convert into 40,000 Common Shares, (ii) outstanding a convertible note held by Polymer Technology Group, Inc. ("PTG") (the "PTG Convertible Note") in the principal amount of $70,000 which is convertible, at the holder's option, into Common Shares at a price of $1.00 per share and (iii) available for issuance pursuant to options which have been granted under its 1992 Stock Option Plan, 2000 Stock Option Plan and 2001 Stock Option Plan, an aggregate of approximately 9,400,000 Common Shares and outstanding warrants to purchase an aggregate of approximately 12,300,000 Common Shares, (i) the Corporation is a reporting issuer not, and at the Closing Date will not be: (i) in good standing under the securities legislation breach or violation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance any of the terms or provisions of, or in default under, this Agreement, any other Subscription Agreement for the purchase of Units, the Agency Agreement, the Preferred Shares or the Warrants, any indenture, mortgage, deed of trust or loan agreement, (except as disclosed in the Corporation's SEC filings), other agreement (written or oral) or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject, which breach or violation or the consequences thereof would result in a material adverse change to it or its business; or (ii) in violation of the provisions of its articles, by-laws, resolutions or any statute or any other rule or regulation of any court or governmental agency or body having jurisdiction over it or any of its properties which violation or the consequences thereof would result in a material adverse change to it or its business; (j) the issue and sale of the Purchased Units and the issue of Preferred Shares, Short Term Warrants, Two Year Warrants, any Common Shares on the conversion of Preferred Shares or the exercise of Short Term Warrants and Two Year Warrants, and the performance and consummation of the transactions contemplated herein will not contravene 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 (written or oral) or instrument to which the Corporation or any subsidiary is bound or to which any of the property or assets of the Corporation or any subsidiary is subject, which breach or violation or the consequences thereof would result in a material adverse change to the Corporation and its business, nor will any such action conflict with or result in any violation of the provisions of the Applicable Securities Legislationarticles, as well as the rules and policies by-laws or resolutions of the Exchange and Corporation or any statute or any order, rule or regulation of the other regulatory authorities any court or governmental agency or body having jurisdiction over the Corporation and will be exempt from or any subsidiary or any of its properties which violation or the registration and prospectus requirements of the Applicable Securities Legislation. (vii) consequences thereof would result in a material adverse change to the Corporation will take all steps within or its control to list the Shares on the Exchangebusiness; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ixk) the Corporation has established on its books reserves which are adequate for the payment of all taxes not made any private placement of shares yet due and payable; there are no liens or other liabilities for taxes on the assets of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares Corporation except for taxes not yet due; there are no audits of any class during of the last six monthstax returns of the Corporation which are known by the Corporation's management to be pending and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any government or agency of any deficiency having a material adverse effect on the properties, business or assets of the Corporation; (xl) the Corporation is unaware has good and valid title to its properties, leaseholds and assets, including without limitation the properties, leaseholds and assets reflected in the balance sheet as of September 30, 2002 referred to in clause 7(d) above, except properties, leaseholds and assets disposed of since such date at fair market value in the ordinary course of business, and has good title to all its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance, charge, rights of first refusal or options to purchase, whether or not relating to extensions of credit or the borrowing of money, other than as disclosed in such balance sheet except as incurred in the ordinary course of business since the date of such balance sheet, and except in any event (i) for a security interest in the Corporation's tangible assets to secure payment of the Convertible Note, and (ii) where the failure to hold good title or the existence of a mortgage, pledge, lien, lease, encumbrance, charge, right of first refusal or option to purchase would not have a material adverse effect on the Corporation or its business; there exists no condition which interferes with the economic value or use of such properties and assets and all tangible assets are in good working condition and repair (subject to ordinary wear and tear) except where the existence of any such condition would not have a material adverse effect on the Corporation or its business; (m) the Corporation owns, or has applied for registration of, all patents, trade-marks, service marks, trade names, and copyrights necessary for the conduct of its business, except where the failure to so own or apply for registration would not have a material adverse effect on the Corporation or its business; to the best of the knowledge, information and belief of the Corporation, none of the past or facts concerning present activities of the Corporation or the products, services or assets of the Corporation infringe or constitute an unauthorized use of any proprietary rights of others, and the Corporation has not received any notice of infringement of, or conflict with, asserted rights of others with respect to any patent, trade-xxxx, service xxxx, trade name, or copyright that, individually or in the aggregate, if the subject of an unfavourable decision, ruling, or finding, would result in a material adverse change to the Corporation or its business; (n) the Corporation has taken reasonable measures to protect and preserve the confidentiality of all trade secrets and other non-patented proprietary information of the Corporation, including without limitation the procurement of proprietary invention assignments and non-disclosure and non-competition agreements from employees, consultants, subcontractors, customers and other persons who have access to such information; (o) the Corporation has filed all necessary federal, state and municipal property, income and franchise tax returns and has paid all taxes shown as due thereon or otherwise owed by it to any taxing authority except those contested in good faith and for which appropriate amounts have been reserved in accordance with generally accepted accounting principles; there is no tax deficiency which has been, or to the best of the knowledge, information and belief of the Corporation might be, asserted against the Corporation which would materially affect the business or operations of the Corporation; the Corporation has paid all applicable federal and state payroll and withholding taxes; (p) there is no collective bargaining or other union agreement to which the Corporation is a party or by which it is bound, or which is currently being negotiated; the Corporation does not sponsor, maintain or contribute to any pension, retirement, profit sharing, incentive compensation, bonus or other employee benefit plan, including without limitation any employee benefit plan covered by Title 4 of the Employee Retirement Income Security Act of 1974 ("ERISA") or any "multi-employer plan" as defined in Section 4001(a)(3) of ERISA, or any other employee benefit plan; to the best of the knowledge, information and belief of the Corporation, (i) no employee of the Corporation is a party to or bound by any agreement, contract or commitment, or subject to any restrictions, particularly but without limitation in connection with any previous employment of any such person, which would result in a material adverse change to the Corporation and its operations that business, and (ii) no senior officer has not been disclosed any present intention of terminating his employment with the Corporation, and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the SharesCorporation has no present intention of terminating any such employment; and (xiq) all necessary corporate proceedings there is no adverse claim, action, proceeding or investigation pending or, to authorize this agreement the knowledge, information and the issuance belief of the Corporation, threatened, which questions the validity of the issue or sale of the Units or the issue of any Preferred Shares, Short Term Warrants, Two Year Warrants or any Common Shares have been on conversion of the Preferred Shares or exercise of the Short Term Warrants, Two Year Warrants or the validity of any action taken or to be taken by the Corporation andin connection with this Agreement or the Investor Rights Agreement or which would result in any material adverse change in the financial condition, from its execution by results of operations, business or prospects of the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisions.

Representations, Warranties and Covenants of the Corporation. The Corporation covenantsrepresents, represents warrants and warrants covenants to the undersigned (Agent as of the date hereof and as of the Closing Date, which covenantsrepresentations, representations warranties and warranties covenants shall survive Closing) the Closing for a period of two years and any investigation made by the Agent, that: (ia) the Corporation has been duly continued and is a validly subsisting existing corporation in good standing under the laws of Canadathe jurisdiction in which it is incorporated, and the Corporation has no subsidiaries; (iib) the Corporation is duly qualified and authorized to do business in the jurisdiction(s) in which it carries on business or to own property where required under the laws of the jurisdiction(s) in which any such property is located; (c) the Corporation is current with all material filings required to be made under the laws of any jurisdiction in which it carries on any material business, and the Corporation has all necessary licenses, leases, permits, authorizations and other approvals necessary to permit it to conduct its business as currently conducted, except where the failure to have any such license, lease, permit, authorization or approval would not have a material adverse effect on the Corporation and its business; (d) the audited financial statements of the Corporation as at and for the year ended December 31, 2005 present fairly, in all material respects, the financial position of the Corporation as at that date, and the results of its operations and the changes in its financial position for the 12-month period then ended in accordance with generally accepted accounting principles, and there has been no material adverse change in the business, affairs or financial or other condition of the Corporation, except as disclosed in the notes to the financial statements for the 12-month period then ended; (e) the Corporation has all necessary corporate requisite power and authority to own carry out its assets obligations under this Agreement, the Subscription Agreement, the investor rights agreement in the form set forth in Appendix I to the Subscription Agreement (the “Investor Rights Agreement”) and to carry on its business as now conductedthe Broker Warrants; (f) this Agreement, the Subscription Agreement and the Investor Rights Agreement have been, and the Broker Warrants will be on the Closing Date, duly authorized, executed and delivered by the Corporation and constitute or on the Closing Date will constitute, legal, valid and binding obligations of the Corporation enforceable in accordance with their terms except that: (i) the enforcement hereof or thereof may be limited by bankruptcy, insolvency, reorganization and other laws affecting the enforcement of creditors’ rights generally, (ii) rights of indemnity thereunder may be limited under applicable law, and (iii) this agreement has been duly authorised by all necessary corporate action equitable remedies, including without limitation specific performance and injunctive relief, may be granted only in the discretion of a court of competent jurisdiction; (g) the Shares are or on the part Closing Date will be duly and validly authorized and, when issued and delivered against payment therefor, will be duly and validly issued, fully paid and non-assessable shares in the capital stock of the Corporation; (ivh) the execution and delivery Corporation will reserve a sufficient number of this agreement and shares of Common Stock unissued as may be required to be issued pursuant to the fulfillment exercise of the terms hereof Broker Warrants and, when issued and the issue delivered upon such exercise, such shares of Common Stock will be duly and sale of the Shares by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessableassessable shares in the capital stock of the Corporation; (vii) the authorized capital of the Corporation consists of 100,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par value of $0.01 per share. Of the preferred stock, 500,000 shares have been designated as Series A Convertible Preferred Stock, 1,116,500 shares have been designated as Series B Convertible Preferred Stock and 663,000 shares have been designated as Series C Convertible Preferred Stock. As of March 28, 2006, there are 66,696,447 shares of Common Stock outstanding and no shares of preferred stock outstanding. In addition, the Corporation has (i) outstanding a convertible note held by Dimotech Ltd. (the “Convertible Note”) in the principal amount of $40,000 which is convertible, at the holder’s option, into Common Stock at a price of $1.00 per share or into any series of preferred shares at the price paid by the purchasers thereof; provided, however, that if any such preferred shares are convertible into Common Stock, the holder would be entitled to receive no more than the number of preferred shares which, at the then existing conversion rate, would convert into 40,000 shares of Common Stock, (ii) outstanding a convertible note held by Polymer Technology Group, Inc. in the principal amount of $70,000 which is convertible, at the holder’s option, into Common Stock at a price of $1.00 per share and (iii) available for issuance pursuant to options which have been granted under its 2000 Stock Option Plan, 2001 Stock Option Plan and other agreements, an aggregate of approximately 12,001,000 shares of Common Stock; (j) the Corporation is a reporting issuer not, and at the Closing Date will not be: (i) in good standing under the securities legislation breach or violation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance any of the Shares terms or provisions of, or in default under, this Agreement, the Subscription Agreement, any other Subscription Agreement for the purchase of Shares, the Investor Rights Agreement, the Broker Warrants, any indenture, mortgage, deed of trust or loan agreement (except as disclosed in the Corporation’s SEC filings), other agreement (written or oral) or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject, which breach or violation or the consequences thereof would result in a material adverse change to it or its business; or (ii) in violation of the provisions of its articles, by-laws, resolutions or any statute or any other rule or regulation of any court or governmental agency or body having jurisdiction over it or any of its properties which violation or the consequences thereof would result in a material adverse change to it or its business; (k) the issue and sale of the Shares, Broker Warrants, any shares of Common Stock on the exercise of the Broker Warrants and the performance and consummation of the transactions contemplated herein will not contravene 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 (written or oral) or instrument to which the Corporation or any subsidiary is bound or to which any of the property or assets of the Corporation or any subsidiary is subject, which breach or violation or the consequences thereof would result in a material adverse change to the Corporation or its business, nor will any such action conflict with or result in any violation of the provisions of the Applicable Securities Legislationarticles, as well as the rules and policies by-laws or resolutions of the Exchange and Corporation or any statute or any order, rule or regulation of the other regulatory authorities any court or governmental agency or body having jurisdiction over the Corporation or any subsidiary or any of its properties which violation or the consequences thereof would result in a material adverse change to the Corporation or its business; (l) the Corporation has established on its books reserves which are adequate for the payment of all taxes not yet due and will be exempt from payable; there are no liens or other liabilities for taxes on the registration and prospectus requirements assets of the Applicable Securities Legislation.Corporation except for taxes not yet due; there are no audits of any of the tax returns of the Corporation which are known by the Corporation’s management to be pending and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any government or agency of any deficiency having a material adverse effect on the properties, business or assets of the Corporation; (viim) the Corporation has good and valid title to its properties, leaseholds and assets, including without limitation the properties, leaseholds and assets reflected in the balance sheet as of December 31, 2005 referred to in clause 5(d) above, except properties, leaseholds and assets disposed of since such date at fair market value in the ordinary course of business, and has good title to all its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance, charge, rights of first refusal or options to purchase, whether or not relating to extensions of credit or the borrowing of money, other than as disclosed in such balance sheet except as incurred in the ordinary course of business since the date of such balance sheet, and except in any event (i) for a security interest in the Corporation’s tangible assets to secure payment of the Convertible Note, and (ii) where the failure to hold good title or the existence of a mortgage, pledge, lien, lease, encumbrance, charge, right of first refusal or option to purchase would not have a material adverse effect on the Corporation or its business; there exists no condition which interferes with the economic value or use of such properties and assets and all tangible assets are in good working condition and repair (subject to ordinary wear and tear) except where the existence of any such condition would not have a material adverse effect on the Corporation or its business; (n) the Corporation owns, is licensed or has applied for registration of, all patents, trade-marks, service marks, trade names, and copyrights necessary for the conduct of its business, except where the failure to so own or apply for registration would not have a material adverse effect on the Corporation or its business; to the best of the knowledge, information and belief of the Corporation none of the past or present activities of the Corporation or the products, services or assets of the Corporation infringe or constitute an unauthorized use of any proprietary rights of others, and the Corporation has not received any notice of infringement of, or conflict with, asserted rights of others with respect to any patent, trade-xxxx, service xxxx, trade name, or copyright that, individually or in the aggregate, if the subject of an unfavorable decision, ruling, or finding, would result in a material adverse change to the Corporation or its business; (o) the Corporation has taken reasonable measures to protect and preserve the confidentiality of all trade secrets and other non-patented proprietary information of the Corporation, including without limitation the procurement of proprietary invention assignments and non-disclosure and non-competition agreements from employees, consultants, subcontractors, customers and other persons who have access to such information; (p) the Corporation has filed all necessary federal, state and municipal property, income and franchise tax returns and has paid all taxes shown as due thereon or otherwise owed by it to any taxing authority except those contested in good faith and for which appropriate amounts have been reserved in accordance with generally accepted accounting principles; there is no tax deficiency which has been, or to the best of the knowledge, information and belief of the Corporation might be, asserted against the Corporation which would materially affect the business or operations of the Corporation; the Corporation has paid all applicable federal and state payroll and withholding taxes; (q) there is no collective bargaining or other union agreement to which the Corporation is a party or by which it is bound, or which is currently being negotiated; the Corporation does not sponsor, maintain or contribute to any pension, retirement, profit sharing, incentive compensation, bonus or other employee benefit plan, including without limitation any employee benefit plan covered by Title 4 of the Employee Retirement Income Security Act of 1974 (“ERISA”) or any “multi-employer plan” as defined in Section 4001(a)(3) of ERISA, or any other employee benefit plan; to the best of the knowledge, information and belief of the Corporation, (i) no employee of the Corporation is a party to or bound by any agreement, contract or commitment, or subject to any restrictions, particularly but without limitation in connection with any previous employment of any such person, which would result in a material adverse change to the Corporation or its business, and (ii) no senior officer has any present intention of terminating his employment with the Corporation, and the Corporation has no present intention of terminating any such employment; (r) there is no adverse claim, action, proceeding or investigation pending or, to the knowledge, information and belief of the Corporation, threatened, which questions the validity of the issue or sale of the Shares, Broker Warrants or any shares of Common Stock on exercise of the Broker Warrants or the validity of any action taken or to be taken by the Corporation in connection with this Agreement, the Subscription Agreement or the Investor Rights Agreement or which would result in any material adverse change in the financial condition, results of operations, business or prospects of the Corporation; (s) the Corporation will take all steps within its control to list permit the Shares on the Exchange; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business Agent and its operations that has not been disclosed and released legal counsel to conduct all due diligence which the public and which, if known to the Purchaser, could Agent may reasonably deter the Purchaser from subscribing and paying for the Sharesrequire; and (xit) all necessary corporate proceedings to authorize this agreement and during the issuance period commencing with the engagement of the Shares have been taken by Agent on the date of this Agreement and ending on the date on which the full amount of the Offering is sold or the earlier date of termination of the Offering period (the “Final Closing Date”) , the Corporation andwill inform the Agent in writing of the full particulars of any material change (actual, from its execution by anticipated or threatened) in the assets, liabilities, business or the financial condition of the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisions.

Representations, Warranties and Covenants of the Corporation. The By accepting this offer, the Corporation covenants, represents and warrants to the undersigned (which covenants, representations and warranties shall survive Closing) thatPurchaser as follows: (ia) the Corporation has been duly continued incorporated and is a validly subsisting corporation existing and in good standing under the laws of Canada; (ii) the Corporation Canada and has all necessary requisite corporate power to own, lease and authority to own operate its properties and assets and to carry on its business as now being conducted and has full capacity to enter into, and carry out its obligations under this Subscription Agreement; (b) each of the Corporation's material subsidiaries has been duly incorporated and is validly existing in good standing under the law of its jurisdiction and has all requisite corporate power to own, lease and operate its property and assets and to carry on business as now being conducted; (iiic) this agreement has been duly authorised by all necessary corporate action on the part Closing Date, the Corporation will have taken all corporate steps and proceedings necessary to approve the transactions contemplated hereby, including the execution and delivery of this Subscription Agreement and the Agency Agreement and each of which will constitute a legal and binding obligation of the Corporation enforceable in accordance with its terms; (d) the Corporation has complied and will comply with all applicable U.S. Securities Law and Canadian Securities Laws in connection with the offer, issuance and sale of the Common Shares hereunder. Neither the Corporation nor anyone acting on its behalf, directly or indirectly, excluding the Agent, has or will sell, offer to sell or solicit offers in Canada to buy the Common Shares or similar securities to, or solicit offers with respect thereto from, or enter into any preliminary conversations or negotiations relating thereto with, any person (other than the Purchaser), so as to bring the issuance and sale of the Common Shares under the registration provisions of the 1933 Act and applicable state securities laws. Neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the 1933 Act) in connection with the offer or sale of the Cxxxxx Xxares; (e) no representation or warranty of the Corporation contained in this Subscription Agreement and the exhibits and schedules attached hereto and thereto, any certificate furnished or to be furnished to the Purchaser at the Closing or other written information furnished to the Purchaser or its counsel in connection with the transactions contemplated by this Subscription 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 in light of the circumstances under which they were made. There is no material fact known to the Corporation that has not been disclosed herein, or in any other agreement, document or written statement furnished by the Corporation to the Purchaser in connection with the transactions contemplated hereby and thereby which is specific to the Corporation, as opposed to the industry in which the Corporation operates, and which materially adversely affects or is reasonably likely to materially and adversely affect the business, properties, assets or financial condition of the Corporation; (ivf) the execution and delivery of this agreement and Corporation will file, in connection with the fulfillment of the terms hereof and the issue issuance and sale of the Common Shares, all required forms and reports under the Canadian Securities Laws and the U.S. Securities Laws within the time periods therein prescribed and shall pay all required fees in connection therewith; (g) the creation, issuance and sale of the Common Shares by the Corporation as provided in this agreement do does not and will not conflict with and do 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 current constating documentsCorporation is a party; (h) at the Closing, by-laws every consent, approval, authorization or order that is required for the transactions herein contemplated to occur at the Closing will have been obtained and resolutions will be in effect; (i) the issued and outstanding Common Shares are listed and posted for trading on the Stock Exchanges; (j) to the best of the knowledge of the Corporation, no order ceasing or suspending trading in the securities of the Corporation nor prohibiting the sale of such securities or breach any material contracts the Common Shares has been issued to the Corporation or outstanding debts its directors, officers or equity securities of the Corporationpromoters and, no investigations or proceedings for such purposes are pending or threatened; (vk) prior to the Closing Date, the Corporation will have obtained all required approvals from the Stock Exchanges in order to permit the completion of the transactions contemplated hereby; (l) the Corporation has full corporate power and authority to undertake the offering of the Common Shares willcontemplated hereby and, upon payment thereforat the Closing Time, the Common Shares will be duly and validly created, authorized and issued as fully paid and non-assessableassessable shares; (vim) the Corporation and its subsidiaries are the beneficial owners of or have the right to acquire the interests in the properties, business and assets referred to in the SEC Filings as being owned by the Corporation or its subsidiaries; (n) at the time of filing thereof, the SEC Filings complied as to form in all material respects with the requirements of the 1934 Act or the 1933 Act, as applicable, and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (o) the Corporation is a reporting issuer eligible to use Form S-3 to register the Registrable Securities (as such term is defined in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to Registration Rights Agreement) for sale by the Purchasers as contemplated by the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the ExchangeRegistration Rights Agreement; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ixp) the Corporation has not made any private placement of shares of filed in a timely manner all documents that comprise the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) SEC Filings and that the Corporation is unaware required to file under the continuous disclosure provisions of the Canadian Securities Laws and the U.S. Securities Laws and each of such documents complied as to form in all material respects with all applicable statutory requirements as of their respective filing dates, and the information contained therein as of the date thereof did not contain any information untrue statement of a material fact or facts concerning its business and its operations that has omit to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which the were made not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Sharesmisleading; and (xiq) all necessary corporate proceedings to authorize this agreement and the issuance authorized share capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of Class A Preferred Shares issuable in series of which, as of December 2, 2003, 23,200,659 Common Shares and 0 Class A Preferred Shares are currently issued and outstanding as fully paid and non assessable, and issued in material compliance with all applicable federal, provincial and state securities laws. The Corporation agrees that the Purchaser will have been taken the benefit of all the representations, warranties and covenants given by the Corporation andin the Agency Agreement and further agrees that all such representations, from its execution warranties and covenants will be deemed to be incorporated herein as if they were reproduced in their entirety, with such changes as are necessary in order to reflect that such representations, warranties and covenants are being made by the Corporation, this agreement and Corporation to the private placement shall be duly authorized and shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their respective provisionsPurchaser.

Representations, Warranties and Covenants of the Corporation. The Corporation covenantshereby makes the following representations, represents warranties and warrants covenants to Subservicer as of the undersigned (which covenantsdate hereof and as of each Transfer Date, representations and such representations, warranties and covenants shall survive Closing) thattransfer of servicing of the related Mortgage Loans to Subservicer on such Transfer Date: (ia) the The Corporation has been is duly continued organized and is a validly subsisting corporation existing under the laws of Canada; (ii) the Corporation Laws governing its formation and existence, has all licenses necessary corporate power and authority to own its assets and to carry on its business as it is now being conducted; (iii) , and is duly authorized and qualified to transact in each applicable state any and all business contemplated by this agreement Agreement; the Corporation has been duly authorised by all necessary requisite corporate action on power and authority to execute and deliver this Agreement and to perform in accordance herewith and therewith; the part of the Corporation; (iv) the execution execution, delivery and delivery performance of this agreement and the fulfillment of the terms hereof and the issue and sale of the Shares Agreement by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for consummation of the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true transactions contemplated hereby and accurate and they thereby have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business duly and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement and the issuance of the Shares have been taken by the Corporation and, from its execution validly authorized by the Corporation, ; this agreement and Agreement evidences the private placement shall be duly authorized and shall constitute valid and legally binding obligations obligation of the Corporation Corporation, enforceable against the Corporation in accordance with their respective provisionsits terms, except as enforcement hereof or thereof may be limited by applicable Debtor Relief Laws and general principles of equity, whether considered in a proceeding at law or in equity; (b) Any necessary approval of the transactions contemplated by this Agreement from each federal or state regulatory authority having jurisdiction over the Corporation has been obtained; there are no actions or proceedings pending or affecting the Corporation that would adversely affect its ability to perform hereunder; (c) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Corporation and will not result in the breach of any term or provision of the certificate of incorporation or other organizational documents of the Corporation or result in the breach of any term or provision of, or conflict with or constitute a default under, or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Corporation or its properties are subject, or result in the violation of any Law to which the Corporation or its properties are subject; and (d) To the best knowledge of the Corporation, with respect to each Mortgage Loan, the related Mortgage Note and Mortgage are genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, except as enforceability may be limited by Debtor Relief Laws and by general principles of equity, whether considered in a proceeding at law or in equity.

Representations, Warranties and Covenants of the Corporation. The Corporation covenants, represents (and warrants to the undersigned (which covenantsextent the below is applicable to it, representations the Resulting Issuer) represents, warrants, covenants and warranties shall survive Closing) thatagrees to and with the Agents and Canada Iron that as of the date hereof, the applicable Closing Date and the Escrow Release Date: 1. (ia) as of the date hereof is, and, as of the applicable Closing Date and the Escrow Release Date, the Corporation has been duly continued and is will be, a validly subsisting corporation under Foreign Issuer and, as of the laws of Canada; (ii) date hereof, the Corporation has all necessary corporate power reasonably believed that at the commencement of the Offering there was, and authority to own its assets reasonably believes that there is and to carry on its business as now conducted; (iii) this agreement has been duly authorised by all necessary corporate action will be on the part of the Corporation; (iv) the execution and delivery of this agreement applicable Closing Date and the fulfillment of Escrow Release Date, no Substantial U.S. Market Interest in the terms hereof and Subscription Receipts, the issue and sale of Underlying Shares or the Shares by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; Underlying Warrants; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vib) the Corporation is a reporting issuer in good standing not, and following the application of the proceeds of the sale of the Subscription Receipts contemplated hereby will not be, registered or required to be registered as an “investment company” under the securities legislation United States Investment Company Act of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation1940, as well as amended, and the rules and policies regulations promulgated thereunder; (c) none of the Exchange Corporation, its affiliates or any person acting on their respective behalf (other than the Agents, Canada Iron, their affiliates and any person acting on their behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) has engaged or will engage in any form of Directed Selling Efforts, General Solicitation or General Advertising; (d) in connection with offers and sales of the Subscription Receipts outside the United States to persons other regulatory authorities having jurisdiction over than U.S. Persons, the Corporation, its affiliates and any person acting on its or their behalf (other than the Agents, Canada Iron, their affiliates and any person acting on their behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) have complied and will be exempt comply with the requirements for an Offshore Transaction; and (e) except with respect to sales of Subscription Receipts made directly by the Corporation in accordance with Rule 506(b) of Regulation D, none of the Corporation, any of its affiliates, or any person acting on its or their behalf (other than the Agents, Canada Iron, their affiliates, and any person acting on their behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) has made or will make any offer to sell, any solicitation of an offer to buy, or any sale of Offered Securities to a person in the United States or to, or for the account or benefit of, a U.S. Person; 2. none of the Corporation, its affiliates or any person acting on its or their behalf (other than the Agents, Canada Iron, their affiliates and any person acting on their behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) has engaged or will engage in any Directed Selling Efforts with respect to any of the Offered Securities, or has taken or will take any action that would cause the exemption from the registration and prospectus requirements of the Applicable U.S. Securities Legislation. (viiAct afforded by Rule 506(b) of Regulation D, or the Corporation will take all steps within its control exclusion from such registration requirements afforded by Rule 903 of Regulation S, to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements be unavailable for offers and sales of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xi) all necessary corporate proceedings to authorize this agreement Subscription Receipts and the issuance of the Resulting Issuer Shares have been taken and Resulting Issuer Warrants pursuant to the Agency Agreement to which this Schedule “A” is attached; 3. the Corporation has not and will not, during the period beginning six months prior to the commencement of the Offering of the Subscription Receipts and during the six-month period commencing on the applicable Closing Time, offered or sold, or solicited any offer to buy, any securities of the Corporation in a manner that would (i) be integrated with the offer and sale of the Subscription Receipts and (ii) reasonably be expected to cause the exemption from the registration requirements of the U.S. Securities Act afforded by Rule 506(b) of Regulation D, or the exclusion from such registration requirements afforded by Rule 903 of Regulation S, to become unavailable with respect to the offer and sale of the Subscription Receipts pursuant to the Agency Agreement to which this Schedule “A” is attached; 4. the Corporation will (and will cause the Resulting Issuer to), within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable state securities laws in connection with the offer and sale of the Subscription Receipts (and the issuance of the Resulting Issuer Shares and Resulting Issuer Warrants), including the filing of a notice on Form D with the SEC; 5. none of the Corporation or any of its predecessors has had the registration of a class of securities under the U.S. Exchange Act revoked by the Corporation and, from its execution by SEC pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated thereunder; 6. it has not taken any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Securities; 7. none of the Corporation, this agreement and the private placement shall be duly authorized and shall constitute valid and legally binding obligations any of its predecessors, any “affiliated” (as such term is defined in Rule 501(b) of Regulation D) issuer, any director, executive officer or other officer of the Corporation enforceable against participating in the Offering, any beneficial owner of 20% or more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in accordance any capacity at the time of sale of the Subscription Receipts (other than any Dealer Covered Person, as to whom no representation, warranty, acknowledgement, covenant or agreement is made) is subject to a Disqualification Event; 8. the Corporation is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Subscription Receipts; and 9. none of the Corporation, its affiliates or any person acting on its or their respective provisionsbehalf (other than the Agents, Canada Iron, their U.S. Affiliates and any persons acting on their behalf, as to which no representation, warranty, covenant or agreement is made) will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Subscription Receipts for Underlying Shares and Underlying Warrants, and (ii) pay or give any commission or other remuneration, directly or indirectly, for soliciting the exchange of Subscription Receipts for Underlying Shares and Underlying Warrants.

Representations, Warranties and Covenants of the Corporation. The Corporation covenantshereby represents, represents warrants and warrants covenants to and with the undersigned Subscriber as follows (which covenantsrepresentations, representations warranties and warranties covenants shall be true and correct on the date hereof and as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, and which shall survive ClosingClosing in accordance with section 9 hereof) thatand acknowledges that the Subscriber and its counsel are relying thereon: (ia) the Corporation has been duly continued formed and organized and is a validly subsisting corporation under the laws of Canadathe jurisdiction of its incorporation/formation, and is duly qualified to carry on business in all jurisdictions where the Corporation is currently conducting its business; (iib) the Corporation has the full corporate right, power and authority to execute this Agreement and all other agreements, documents and certificates necessary or desirable in connection herewith and to perform all of its obligations pursuant thereto; (c) the person executing this Agreement and such other agreements, documents and certificates delivered to the Subscriber in connection herewith on behalf of the Corporation has the necessary corporate power and authority to own its assets do so and to carry on its business as now conducted; (iii) this agreement the issuance of the Securities contemplated hereby has been duly authorised authorized by all necessary corporate action on the part of the Corporation; (iv) the execution and delivery of this agreement and the fulfillment of the terms hereof and the issue and sale of the Shares by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation; (v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable; (vi) the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation. (vii) the Corporation will take all steps within its control to list the Shares on the Exchange; (viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods. (ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months; (x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchaser, could reasonably deter the Purchaser from subscribing and paying for the Shares; and (xid) this Agreement and all necessary corporate proceedings other agreements, documents and certificates delivered to authorize this agreement and the issuance of the Shares Subscriber in connection herewith have been taken by the Corporation andduly and validly authorized, from its execution by the Corporationexecuted and delivered by, this agreement and the private placement shall be duly authorized constitute legal, valid, binding and shall constitute valid and legally binding enforceable obligations of the Corporation enforceable against of, the Corporation in accordance with their respective provisionsterms, subject to the fact that enforceability may be affected by bankruptcy, insolvency, arrangement, liquidation, moratorium, reorganization or other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity, including, without limitation, the fact that equitable remedies (such as specific performance and injunctive relief) may only be awarded in the discretion of a court.