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

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants and covenants to the Underwriters that: (a) the Corporation is a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest with respect to the Offered Shares; (b) the Corporation is not, and after giving effect to the offering of the Offered Shares will not be, required to register as an investment company within the meaning of the Investment Company Act; (c) except with respect to offers and sales of Offered Shares (i) to Qualified Institutional Buyers in reliance upon the exemption from registration under Rule 144A and to Eligible Discretionary Accounts, or (ii) in an Offshore Transaction in accordance with Rule 903 of Regulation S, neither the Corporation, nor any of its respective affiliates (within the meaning of the U.S. Securities Act), nor any person acting on any of their behalf (other than the Underwriters any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Shares to a person in the United States; or (B) any sale of Offered Shares 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; (d) neither the Corporation, nor any of its affiliates (within the meaning of the U.S. Securities Act), nor any person acting on any of their behalf (other than the Underwriters any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation), (i) has engaged or will engage in any Directed Selling Efforts with respect to the Offered Shares, or (ii) has sold, offered for sale or solicited any offer to buy any of its securities in a manner that would cause the applicable exemption or exclusion from registration under the U.S. Securities Act afforded by Rule 144A or Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Shares pursuant to this Agreement; (e) none of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriters any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Offered Shares in the United States by means of any form of General Solicitation or General Advertising; (f) the Offered Shares are not, and as of the Closing Date or the Over-Allotment Closing Date, as the case may be, will not be, and no securities of the same class as the Offered Shares are: (i) listed on a national securities exchange in the United States registered under Section 6 of 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 (iii) convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A) of less than ten percent for securities so listed or quoted; (g) for so long as the Offered Shares offered or sold in transactions that are exempt from the registration requirements of the U.S. Securities Act provided by Rule 144A are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and not eligible for resale pursuant to Rule 144(b)(1) under the U.S. Securities Act, at any time when the Corporation is neither subject to and in compliance with the reporting requirements of Section 13 or 15(d) of the U.S. Exchange Act, nor exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the Corporation shall provide to holders of Offered Shares and any prospective purchasers designated by such holders, upon request of such holders, at or prior to the time of such sale, the information required to be provided pursuant to Rule 144A(d)(4) under the U.S. Securities Act, for so long as the provision of such information is required to permit resales of such Offered Shares pursuant to Rule 144A; (h) the Offered Shares are not securities of an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act; and (i) none of the Corporation, its affiliates or any person on behalf of any of them (other than the Underwriters, any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation) has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with the offering of Offered Shares contemplated hereby.

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants warrants, covenants and covenants to the Underwriters agrees that: (a) the 1. The Corporation is a Foreign Issuer and reasonably a Reporting Issuer and believes that there is no Substantial U.S. Market Interest with respect to in the Offered Shares; (b) the Corporation is not, and after giving effect to the offering common shares of the Offered Shares will not be, required to register Corporation. 2. Except as an investment company within the meaning of the Investment Company Act; (c) except with respect to offers and sales of Offered Shares (i) to Qualified Institutional Buyers in reliance upon the exemption from registration under Rule 144A and to Eligible Discretionary Accounts, or (ii) in an Offshore Transaction in accordance with Rule 903 of Regulation Spermitted herein, neither the Corporation, its affiliates nor any of its respective affiliates (within the meaning of the U.S. Securities Act), nor any person persons acting on any of its or their behalf (other than the Underwriters any U.S. AffiliateUnderwriter, or any its affiliates, members of the banking and selling group formed by themSelling Dealers Group or any person acting on their behalf, as to whom the Corporation makes in respect of which no representationrepresentation is made), has made engaged or will makeengage in: (Ai) any offer to sell, sell or any solicitation of an offer to buy, any Offered Shares Securities to a any person in the United StatesStates or to a U.S. Person, or a person that is purchasing for the account or benefit of a U.S. Person; or (Bii) any sale of Offered Shares Securities to any purchaser unless, at the time the buy order was or will have been originated, the purchaser is: (i) was outside the United States; States and not a U.S. Person, and was not purchasing for the account or (ii) benefit of a U.S. Person, or the Corporation, its affiliates, affiliates and any person persons acting on its or their behalf reasonably believe believed that the such purchaser is was outside the United States; States and not a U.S. Person, and was not purchasing for the account or benefit of a U.S. Person; or (diii) neither the Corporation, nor any of its affiliates (within the meaning of the U.S. Securities Act), nor any person acting on any of their behalf (other than the Underwriters any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation), (i) has engaged or will engage in any Directed Selling Efforts with respect to any of the Offered Shares, or (ii) has sold, offered for sale or solicited any offer to buy Securities before the end of the Distribution Compliance Period. 3. Neither it nor any of its securities affiliates, nor any person acting on its or their behalf (other than the Underwriter, its U.S. affiliates, members of the Selling Dealer Group or any person acting on their behalf, in a manner respect of which no representation is made), during the period in which the Securities are offered for sale, has taken or will take any action that would cause the applicable exemption exemptions afforded Rule 506 of Regulation D to be unavailable for offers and sales of Securities in the United States in accordance with this Schedule "A", or the exclusion from registration under the U.S. Securities Act afforded by Rule 144A or Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Shares pursuant to this Securities outside the United States in accordance with the Underwriting Agreement;. (e) none 4. None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriters any U.S. AffiliateUnderwriter, or any its affiliates, members of the banking and selling group formed by themSelling Dealer Group or any person acting on their behalf, as to whom the Corporation makes in respect of which no representationrepresentation is made) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Offered Shares Securities in the United States by means of any form of General Solicitation or General Advertising;Advertising or in any manner involving a public offering within the meaning of Section 4(2) of the U.S. Securities Act. (f) the Offered Shares are 5. The Corporation has not, and as since the date that is six months prior to the commencement of the Closing Date offering of Securities, sold, offered for sale or the Over-Allotment Closing Date, as the case may be, will not be, and no solicited any offer to buy any of its securities of the same class as the Offered Shares are: (i) listed on a national securities exchange in the United States or to or for the account or benefit of a U.S. Person, and will not after the date hereof sell, offer for sale or solicit any offer to buy any of its securities in the United States or to or for the account or benefit of a U.S. Person, in a manner that would be integrated with the offer and sale of the Securities and would cause the exemption from registration set forth in Rule 506 of Regulation D to become unavailable with respect to the offer and sale of the Securities. 6. All Offering Material and documents (other than press releases) used in connection with offers and sales of the Securities prior to the expiration of the Distribution Compliance Period include, or will include, statements to the effect that the Securities have not been registered under Section 6 of 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 (iii) convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A) of less than ten percent for securities so listed or quoted; (g) for so long as the Offered Shares Securities Act and may not be offered or sold in transactions that are exempt the United States or to, or for the account or benefit of, U.S. Persons unless an exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and not eligible for resale pursuant to Rule 144(b)(1) under the U.S. Securities Actis available. Such statements have appeared, at any time when the Corporation is neither subject to and in compliance with the reporting requirements of Section 13 or 15(d) of the U.S. Exchange Actwill appear, nor exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the Corporation shall provide to holders of Offered Shares and any prospective purchasers designated by such holders, upon request of such holders, at or prior to the time of such sale, the information required to be provided pursuant to Rule 144A(d)(4) under the U.S. Securities Act, for so long as the provision of such information is required to permit resales of such Offered Shares pursuant to Rule 144A; (h) the Offered Shares are not securities of an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act; and (i) none on the cover or inside cover page of any material or document; (ii) in the plan of distribution section of any prospectus or offering memorandum; and (iii) in any advertisement made or issued by the Corporation, any of its affiliates or any person acting on its or their behalf of any of them (other than the UnderwritersUnderwriter, any U.S. Affiliateits affiliates, or any person acting on any of their behalf, in respect of which no representation is made). 7. None of the Corporation, any of its affiliates or any person acting on any of their behalf (other than the Underwriter, its affiliates, members of the banking and selling group formed by themSelling Dealer Group or any person acting on any of their behalf, as to whom the Corporation makes in respect of which no representationrepresentation is made) has engaged taken or will engage take, directly or indirectly, any action in any violation of Regulation M under the U.S. Exchange Act in connection with the offering offer and sale of Offered Shares the Securities. 8. None of the Corporation or any of its predecessors or affiliates have been subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D. 9. The Corporation is not, and as a result of the sale of the Securities contemplated herebyhereby will not be, an "investment company" as defined in the United States Investment Company Act of 1940, as amended.

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants warrants, covenants and covenants to the Underwriters agrees that: (a) 1. The Corporation is, and on the Corporation is Closing Date and Over-Allotment Closing Date it will be, a Foreign Issuer (but it is not obligated to remain a Foreign Issuer and may in the future engage in transactions that could cause the Corporation not to be a foreign issuer) and reasonably believes that there is no Substantial U.S. Market Interest with respect to the Offered Shares;any of its securities. (b) the 2. The Corporation is not, and after giving effect to as a result of the offering sale of the Offered Shares and the Cobalt Contract Shares contemplated hereby and the application of the proceeds of the Offering, will not be, an open-end investment company, a unit investment trust or a face-amount certificate company registered or required to register as an be registered or a closed-end investment company within required to be registered, but not registered, under the meaning of the United States Investment Company Act;Act of 1940, as amended. (c) except 3. Except with respect to offers and sales of Offered Shares (i) in accordance with this Schedule “A” to Qualified Institutional Buyers in reliance upon the exemption from registration under on Rule 144A and or to Eligible Discretionary Accounts, or (ii) U.S. Accredited Investors purchasing as substituted purchasers in an Offshore Transaction in accordance compliance with Rule 903 506(b) of Regulation SD and/or Section 4(a)(2) under the 1933 Act and applicable exemptions from the registration requirements of the securities laws of any state of the United States, neither the Corporation, Corporation nor any of its respective affiliates (within the meaning of the U.S. Securities Act)affiliates, nor any person acting on any of their behalf (other than the Underwriters any U.S. AffiliateUnderwriters, their respective affiliates or any members person acting on their behalf, in respect of the banking and selling group formed by them, as to whom the Corporation makes which no representationrepresentation is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Shares or Cobalt Contract Shares to a person in the United StatesStates or to a U.S. Person; or (B) any sale of the Offered Shares and the Cobalt Contract Shares unless, at the time the buy order was or will will, have been originated, the purchaser is: is (i) outside the United States; States or (ii) the Corporation, its affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States; 4. For so long as the Offered Shares which have been sold in the United States pursuant to the Rule 144A U.S. Placement Memorandum are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act, and if the Corporation is neither (di) neither subject to and in compliance with the Corporationreporting requirements of Section 13 or 15(d) of the 1934 Act nor (ii) exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the Corporation shall provide to any holders of the Offered Shares which have been sold in the United States pursuant hereto, or to any prospective purchasers of the Offered Shares designated by such holders, upon request of such holders or prospective purchasers, at or prior to the time of resale, the information required to be provided by Rule 144A(d)(4) under the 1933 Act (so long as such requirement is necessary in order to permit holders of the Offered Shares to effect resales under Rule 144A). 5. Neither the Corporation nor any of its affiliates (within the meaning of the U.S. Securities Act)Affiliates, nor any person acting on any of their behalf (other than the Underwriters any U.S. Affiliatebehalf, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation), (i) has engaged or will engage in any Directed Selling Efforts with respect to the Offered Shares, Shares and the Cobalt Contract Shares or (ii) has sold, offered for sale or solicited any offer to buy any of its securities in a manner that would cause the applicable exemption or exclusion from registration under the U.S. Securities Act afforded by Rule 144A or Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Shares pursuant to this Agreement; (e) none of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriters any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Offered Shares in the United States by means of any form of General Solicitation or General Advertising;Advertising with respect to offers or sales of the Offered Shares and the Cobalt Contract Shares in the United States. (f) the 6. The Offered Shares are not, and as of the Closing Date or Time and the Over-Allotment Closing DateTime, as the case may beapplicable, will not be, and no securities of the same class as any of the Offered Shares are: are or will be (i) listed on a national securities exchange in the United States registered under Section 6 of 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 (iii) convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A) of less than ten percent for securities so listed or quoted;. (g) for so long as the Offered Shares offered or sold in transactions that are exempt from the registration requirements of the U.S. Securities Act provided by Rule 144A are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and not eligible for resale pursuant to Rule 144(b)(1) under the U.S. Securities Act, at any time when 7. Neither the Corporation is neither subject to and in compliance with the reporting requirements nor any of Section 13 or 15(d) of the U.S. Exchange Actits Affiliates, nor exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the Corporation shall provide to holders of Offered Shares and any prospective purchasers designated by such holders, upon request of such holders, at or prior to the time of such sale, the information required to be provided pursuant to Rule 144A(d)(4) under the U.S. Securities Act, for so long as the provision of such information is required to permit resales of such Offered Shares pursuant to Rule 144A; (h) the Offered Shares are not securities of an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act; and (i) none of the Corporation, its affiliates or any person acting on their behalf of any of them (other than the Underwriters, any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation) has engaged or will engage in any violation of Regulation M under the U.S. Exchange 1934 Act in connection with this offering. 8. As of the offering Closing Date and Over-Allotment Closing Date, none of the Corporation, its affiliates or any person acting on its or their behalf (other than the Underwriters, its affiliates (including its U.S. Affiliates), any of the Selling Firms or any person acting on its or their behalf, as to whom the Corporation makes no representation, warranty or covenant) has taken or will take any action that would cause the exemption afforded by Rule 144A, Rule 506(b) of Regulation D or Section 4(a)(2) under the 1933 Act to be unavailable for offers and sales of the Offered Shares and the Cobalt Contract Shares in the United States in accordance with this Schedule “A”, or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Shares and the Cobalt Contract Shares outside the United States in accordance with the Underwriting Agreement. 9. None of the Corporation or any of its predecessors or subsidiaries has had the registration of a class of securities under the U.S. Exchange Act revoked by the SEC pursuant to Section 12(j) of the 1934 Act and any rules or regulations promulgated under the 1934 Act. 10. Except with respect to the offer and sale of the Offered Shares and the Cobalt Contract Shares offered hereby, the Corporation has not, for a period of six months prior to the commencement of the Offering, sold, offered for sale or solicited any offer to buy any of its securities in the United States in a manner that would be integrated with the offer and sale of the Offered Shares and the Cobalt Contract Shares and would cause the exemptions from registration set forth in Rule 506(b) of Regulation D and/or Section 4(a)(2) under the 1933 Act become unavailable with respect to the offer and sale of the Offered Shares and the Cobalt Contract Shares. 11. At the Closing Time, the Corporation is not aware of any person (other than any U.S. Affiliate, the Underwriters or with its prior written consent) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities. The Corporation shall cooperate with the reasonable requests of the Underwriters and counsel for the Underwriters to use its reasonable efforts to satisfy exemptions from the application of any applicable “blue sky” or state securities laws of those jurisdictions designated by the Underwriters, shall comply with any such applicable state securities law requirements and shall continue to be in compliance with such state securities laws in effect so long as required for the initial offer and sale of the Offered Shares and the Cobalt Contract Shares contemplated hereby.herein. In connection with the private placement in the United States or to U.S. Persons of the Offered Shares and/or Cobalt Contract Shares, as applicable, (the “U.S. Offered Shares”) (and, for greater certainty, also comprising those Over-Allotment Shares that may be issued pursuant to the exercise of the Over-Allotment Option (as such terms are defined in the Underwriting Agreement) (as defined below)) of Cobalt Capital 27 Corp. (the “Corporation”) pursuant to the Underwriting Agreement dated June 16, 2017 among the Corporation and the Underwriters named therein (the “Underwriting Agreement”), each of the undersigned does hereby certify as follows:

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants and covenants to the Underwriters that: (a) the Corporation is a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest with respect to the Offered Shares; (b) the Corporation is not, and after giving effect to the offering of the Offered Shares will not be, required to register as an investment company within the meaning of the Investment Company Act; (c) except with respect to offers and sales of Offered Shares (i) to Qualified Institutional Buyers in reliance upon the exemption from registration under Rule 144A and to Eligible Discretionary Accounts, or (ii) in an Offshore Transaction in accordance with Rule 903 of Regulation S, neither the Corporation, nor any of its respective affiliates (within the meaning of the U.S. Securities Act), nor any person acting on any of their behalf (other than the Underwriters any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Shares to a person in the United States; or (B) any sale of Offered Shares 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; (d) neither the Corporation, nor any of its affiliates (within the meaning of the U.S. Securities Act), nor any person acting on any of their behalf (other than the Underwriters any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation), (i) has engaged or will engage in any Directed Selling Efforts with respect to the Offered Shares, or (ii) has sold, offered for sale or solicited any offer to buy any of its securities in a manner that would cause the applicable exemption or exclusion from registration under the U.S. Securities Act afforded by Rule 144A or Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Shares pursuant to this Agreement; (e) none of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriters any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Offered Shares in the United States by means of any form of General Solicitation or General Advertising; (f) the Offered Shares are not, and as of the Closing Date or the Over-Allotment Over -Allotment Closing Date, as the case may be, will not be, and no securities of the same class as the Offered Shares are: (i) listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act; (ii) quoted in an “automated inter-dealer inter -dealer quotation system”, as such term is used in the U.S. Exchange Act; or (iii) convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A) of less than ten percent for securities so listed or quoted; (g) for so long as the Offered Shares offered or sold in transactions that are exempt from the registration requirements of the U.S. Securities Act provided by Rule 144A are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and not eligible for resale pursuant to Rule 144(b)(1) under the U.S. Securities Act, at any time when the Corporation is neither subject to and in compliance with the reporting requirements of Section 13 or 15(d) of the U.S. Exchange Act, nor exempt from such reporting requirements pursuant to Rule 12g3-2(b12g3 -2(b) thereunder, the Corporation shall provide to holders of Offered Shares and any prospective purchasers designated by such holders, upon request of such holders, at or prior to the time of such sale, the information required to be provided pursuant to Rule 144A(d)(4) under the U.S. Securities Act, for so long as the provision of such information is required to permit resales of such Offered Shares pursuant to Rule 144A; (h) the Offered Shares are not securities of an open-end open -end investment company, unit investment trust or face-amount face -amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act; and (i) none of the Corporation, its affiliates or any person on behalf of any of them (other than the Underwriters, any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation) has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with the offering of Offered Shares contemplated hereby.

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants warrants, covenants and covenants to the Underwriters agrees that: (a) 1. The Corporation is, and as of the Corporation is Closing Date will be, a Foreign Issuer and reasonably believes believed at the commencement of the Offering that there is was no Substantial U.S. Market Interest with respect to the Offered Debentures, the Warrants, the Debenture Shares or the Warrant Shares;. (b) the 2. The Corporation is not, and after giving effect to the offering as a result of the Offered Shares sale of the Units contemplated hereby will not be, registered or required to register be registered as an “investment company within company” under the meaning of the United States Investment Company Act;Act of 1940, as amended. (c) except 3. Except with respect to offers and sales of Offered Shares (i) in accordance with this Schedule “A” to Qualified Institutional Buyers in reliance upon an available exemption from registration under the U.S. Securities Act and/or Accredited Investors in reliance upon the exemption from registration under afforded by Section 4(a)(2) and/or Rule 144A and to Eligible Discretionary Accounts, or (ii506(b) in an Offshore Transaction in accordance with Rule 903 of Regulation S, neither the Corporation, nor any of its respective affiliates (within the meaning of D under the U.S. Securities Act), nor none of the Corporation, its affiliates or any person acting on any of its or their behalf (other than the Underwriters any U.S. AffiliateAgent, or its respective affiliates, any members of the banking and selling group formed by themor any person acting on their behalf, as to whom the Corporation makes in respect of which no representation), warranty or covenant is made) has made or will make: (Ai) any offer to sell, or any solicitation of an offer to buy, any Offered Shares Units to a U.S. Person or a person in the United States; or (Bii) any sale of Offered Shares Units unless, at the time the buy order was or will have been originated, the purchaser is: is (ix) outside the United States; States or (iiy) the Corporation, its affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States;States and is a not a U.S. Person. (d) 4. During the period in which the Units are offered for sale, neither the Corporation, it nor any of its affiliates (within the meaning of the U.S. Securities Act)affiliates, nor any person acting on any of its or their behalf (other than the Underwriters any U.S. AffiliateAgent, or its respective affiliates, any members of the banking and selling group formed by themor any person acting on their behalf, as to whom the Corporation makes in respect of which no representation), (iwarranty or covenant is made) has engaged in or will engage in any Directed Selling Efforts in the United States with respect to the Offered SharesUnits, or (ii) has sold, offered for sale taken or solicited will take any offer action in violation of Regulation M under the U.S. Exchange Act with respect to buy any of its securities in a manner the Units or that would cause the applicable exemption or exclusion from registration afforded by Section 4(a)(2) and/or Rule 506(b) under Regulation D of the U.S. Securities Act to be unavailable for offers and sales of Units in the United States in accordance with this Schedule “A”, or the exclusion from registration afforded by Rule 144A or Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Shares pursuant Units outside the United States in accordance with the Agency Agreement and this Schedule “A”. 5. The Corporation has not sold, offered for sale or solicited any offer to this Agreement; (e) none buy, during the period beginning six months prior to the start of the CorporationOffering and will not sell, offer for sale or solicit any offer to buy during the period ending six months after the completion of the Offering, any of its affiliates or any person acting on its or their behalf (other than the Underwriters any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Offered Shares securities in the United States by means of any form of General Solicitation or General Advertising; (f) in a manner that would be integrated with the Offered Shares are not, Offering and as would cause the exemption from registration relied upon in the Offering to be unavailable with respect to offers and sales of the Closing Date Units pursuant to this Schedule “A” or the Over-Allotment Closing Date, as the case may be, will not be, exclusion from registration provided by Rule 903 of Regulation S to be unavailable for offers and no securities sales of the same class as the Offered Shares are: (i) listed on a national securities exchange in Units to persons outside of the United States registered under Section 6 of the who are not (a) U.S. Exchange Act; (ii) quoted in an “automated inter-dealer quotation system”, as such term is used in the U.S. Exchange Act; Persons or (iiib) convertible acting for the account or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) benefit of Rule 144A) of less than ten percent for securities so listed or quoted; (g) for so long as the Offered Shares offered or sold in transactions that are exempt from the registration requirements of the U.S. Securities Act provided by Rule 144A are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and not eligible for resale pursuant to Rule 144(b)(1) under the U.S. Securities Act, at any time when the Corporation is neither subject to and in compliance with the reporting requirements of Section 13 or 15(d) of the U.S. Exchange Act, nor exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the Corporation shall provide to holders of Offered Shares and any prospective purchasers designated by such holders, upon request of such holders, at or prior to the time of such sale, the information required to be provided pursuant to Rule 144A(d)(4) under the U.S. Securities Act, for so long as the provision of such information is required to permit resales of such Offered Shares pursuant to Rule 144A; (h) the Offered Shares are not securities of an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act; and (i) none of the Corporation, its affiliates or any person on behalf of any of them (other than the Underwriters, any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation) has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with the offering of Offered Shares contemplated hereby.U.S.

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants warrants, covenants and covenants agrees to and with the Underwriters that: (a) the The Corporation is is, and at each Closing Time will be, a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest with respect to the Offered Shares; Issuer; (b) the Corporation is notnot now, and after giving effect to the offering as a result of the Offered Shares offer and sale of Subscription Receipts contemplated hereby will not be, required to register be registered as an “investment company within company” under the meaning of the United States Investment Company Act; Act of 1940, as amended; (c) except with respect to offers and sales none of Offered Shares (i) to Qualified Institutional Buyers in reliance upon the exemption from registration under Rule 144A and to Eligible Discretionary Accounts, or (ii) in an Offshore Transaction in accordance with Rule 903 of Regulation S, neither the Corporation, nor any of its respective affiliates (within the meaning of the U.S. Securities Act)affiliates, nor or any person acting on any of its or their behalf (other than the Underwriters any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Shares to a person in the United States; or (B) any sale of Offered Shares unless, at the time the buy order was or will have been originatedUnderwriters, the purchaser is: (i) outside the United States; or (ii) the CorporationU.S. Affiliates, its affiliates, their affiliates and any person acting on their behalf reasonably believe that the purchaser is outside the United States; (d) neither the Corporation, nor any of its affiliates (within the meaning of the U.S. Securities Act), nor any person acting on any of their behalf (other than the Underwriters any U.S. Affiliate, or any members of the banking and selling group formed by thembehalf, as to whom the Corporation makes which no representation, warranty, covenant or agreement is made), (i) has engaged or will engage in any Directed Selling Efforts or has taken or will take any action (including the sale of securities into the United States) that would cause the exemption from registration afforded by Rule 144A and Regulation D or the exclusion from registration afforded by Regulation S to be unavailable for offers and sales of the Subscription Receipts pursuant to this Underwriting Agreement; (d) none of the Corporation, any of its affiliates, or any person acting on its or their behalf (other than the Underwriters, the U.S. Affiliates, their affiliates and any person acting on their behalf, as to which no representation, warranty, covenant or agreement is made) has taken or will take any action in violation of Regulation M under the U.S. Exchange Act in connection with offers and sales of the Subscription Receipts; (e) none of the Corporation, any of its affiliates, or any person acting on its or their behalf (other than the Underwriters, the U.S. Affiliates, their affiliates or any person acting on their behalf, as to which no representation, warranty, covenant or agreement is made) has engaged or will engage in any form of General Solicitation or General Advertising in connection with the offer or sale of the Subscription Receipts in the United States or has otherwise acted in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in connection with the offer or sale of the Subscription Receipts in the United States. (2) The Corporation reasonably believes that it has no Substantial U.S. Market Interest with respect to the Offered Common Shares. (3) Except with respect to offers and sales to Qualified Institutional Buyers and U.S. Accredited Investors purchasing as Substituted Purchasers, none of the Corporation, any of its affiliates, or any person acting on its or their behalf (other than the Underwriters, the U.S. Affiliates, their affiliates and any person acting on their behalf, as to which no representation, warranty, covenant or agreement is made), has made or will make any offers to sell or any sales of Subscription Receipts except for offers and sales made through the Underwriters and their U.S. Affiliates in compliance with this Schedule. Accordingly, except as set forth herein, the Corporation has not made or will not make (i) any offer to sell or solicitation of an offer to buy any of the Subscription Receipts to any persons who are in the United States or U.S. Persons, or who are acting for the account or benefit of a person in the United States or a U.S. Person, or (ii) any sale of the Subscription Receipts to any person unless (1) the offer to sell such securities was not made to such person in the United States, or (2) such person was outside the United States at the time it placed the order to purchase such securities, or the Underwriter, its affiliates and any person acting on its or their behalf reasonably believe that at the time such person placed the order to purchase such securities such person was outside the United States. (4) Except with respect to the offer and sale of the Subscription Receipts offered hereby, the Corporation has not, for a period of six months prior to the commencement of the Offering, sold, offered for sale or solicited any offer to buy any of its securities in the United States in a manner that would be integrated with the offer and sale of the Subscription Receipts and would cause the applicable exemption or exclusion exemptions from registration under the U.S. Securities Act afforded by set forth in Rule 144A or Rule 903 506 of Regulation S D to be become unavailable for offers with respect to the offer and sales sale of the Offered Shares pursuant to this Agreement;Subscription Receipts. (e5) None of the Corporation or any of its predecessors or affiliates have been subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminary or permanently enjoining such person for failure to comply with Rule 503 under Regulation D. (6) At each Closing Time, with respect to the offer and sale of the Regulation D Securities, none of the Corporation, any of its affiliates 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 participating in the offering of the Regulation D Securities, any beneficial owner of 20% or more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power, or any person acting on its or their behalf promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale of the Regulation D Securities (other than the Underwriters any U.S. Affiliate, or any members of the banking and selling group formed by themDealer Covered Person, as to whom no representation is made) is subject to any Disqualification Event. (7) At each Closing Time, the Corporation makes no representationis not aware of any person (other than any Dealer Covered Person) that has offered been or will offer to sell, be paid (directly or has solicited indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities. (8) none of the Corporation or will solicit offers to buy, any of its predecessors or subsidiaries has had the Offered Shares in registration of a class of securities under the United States U.S. Exchange Act revoked by means of any form of General Solicitation or General Advertising; (fthe SEC pursuant to Section 12(j) the Offered Shares are not, and as of the Closing Date or the Over-Allotment Closing Date, as the case may be, will not be, and no securities of the same class as the Offered Shares are: (i) listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act; (ii) quoted in an “automated inter-dealer quotation system”, as such term is used in Act and any rules or regulations promulgated under the U.S. Exchange Act; or (iii) convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A) of less than ten percent for securities so listed or quoted;. (g9) for so long as No determination has been made whether the Offered Shares offered or sold in transactions that are exempt from the registration requirements of the U.S. Securities Act provided by Rule 144A are outstanding and are Corporation is a “restricted securitiespassive foreign investment company” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and not eligible for resale pursuant to Rule 144(b)(1) under the U.S. Securities Act, at any time when the Corporation is neither subject to and in compliance with the reporting requirements of Section 13 or 15(dsection 1297(a) of the U.S. Exchange Act, nor exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the Corporation shall provide to holders United States Internal Revenue Code of Offered Shares and any prospective purchasers designated by such holders, upon request of such holders, at or prior to the time of such sale, the information required to be provided pursuant to Rule 144A(d)(4) under the U.S. Securities Act, for so long as the provision of such information is required to permit resales of such Offered Shares pursuant to Rule 144A; (h) the Offered Shares are not securities of an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act; and (i) none of the Corporation, its affiliates or any person on behalf of any of them (other than the Underwriters, any U.S. Affiliate, or any members of the banking and selling group formed by them1986, as to whom the Corporation makes no representation) has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with the offering of Offered Shares contemplated herebyamended.

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants and covenants to and with the Underwriters that: (a) (i) The Corporation, as of the Corporation Closing Date is and as of any Over-Allotment Closing Date will be, a Foreign Private Issuer and reasonably believes that there is no not a Substantial U.S. Market Interest with respect to in any of the Offered Shares; securities of the Corporation; (bii) the Corporation is not, and after giving effect to the offering and sale of the Offered Shares Units and the application of the proceeds thereof as described in the Prospectus and the U.S. Placement Memorandum, will not be, required to register as be an “investment company company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act; ; and (ciii) except none of the Corporation, any of its affiliates, or any person acting on their behalf (other than the Underwriters, their U.S. Affiliate or any person acting on its or their behalf, as to which no representation, warranty or covenant is made) has made or will make any Directed Selling Efforts in the United States or to, or for the account or benefit of, U.S. Persons with respect to offers and sales of the Offered Shares (i) to Qualified Institutional Buyers in reliance upon the exemption from registration under Rule 144A and to Eligible Discretionary AccountsUnits, or (ii) has engaged or will engage in an Offshore Transaction any form of General Solicitation or General Advertising in accordance connection with Rule 903 the offer or sale of the Offered Units in the United States or to, or for the account or benefit of, U.S. Persons. The Corporation and each of its respective affiliates and any person acting on its or their behalf, has complied and will comply with the offering restrictions requirement of Regulation S, neither S. The Corporation has not entered and will not enter into any contractual arrangement with respect to the Corporation, distribution of the Offered Units except for this Agreement. (b) Neither the Corporation nor any of its respective affiliates (within the meaning of the U.S. Securities Act)affiliates, nor any person acting on any of its or their behalf (other than the Underwriters any Underwriters, their U.S. Affiliate, Affiliate or any members of the banking and selling group formed by themperson acting on their behalf, as to whom the Corporation makes which no representation, warranty or covenant is made), has made or will make, except in accordance with Schedule A: (Ai) any offer to sell, or any solicitation of an offer to buy, any Offered Shares to a person Units in the United StatesStates or to, or for the account or benefit of, U.S. Persons; or (Bii) any sale of Offered Shares Units unless, at the time the buy order was or will have been originated, the purchaser is: (i) is outside the United States; , was not a U.S. Person and was not purchasing for the account or (ii) benefit of a U.S. Person, or the Corporation, its their affiliates, and any person acting on their behalf (other than the Underwriters, their U.S. Affiliate or any person acting on its or their behalf, as to which no representation, warranty or covenant is made) reasonably believe that the purchaser is outside the United States;, was not a U.S. Person and was not purchasing for the account or benefit of a U.S. Person. (dc) neither the Corporation, nor any of its affiliates (within the meaning of the U.S. Securities Act), nor any person acting on any of their behalf (other than the Underwriters any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation), (i) has engaged or will engage in any Directed Selling Efforts Except with respect to the offer and sale of the Offered SharesUnits offered hereby the Corporation has not, or (ii) has within the six-month period prior to the date hereof, sold, offered for sale or solicited any offer to buy in the United States or to, or for the account or benefit of, any of its securities in a manner that would cause U.S. Person the applicable exemption Offered Units, or exclusion from registration under the U.S. Securities Act afforded by Rule 144A or Rule 903 of Regulation S to be unavailable for offers and sales any security of the same class or series as the Offered Shares pursuant to this Agreement;Units. (ed) none None of the Corporation, any of its affiliates affiliates, or any person acting on its or their behalf (other than the Underwriters any Underwriters, their U.S. Affiliate, Affiliate or any members of the banking and selling group formed by themperson acting on its or their behalf, as to whom the Corporation makes which no representation, warranty, covenant or agreement is made) has offered taken or will take any action which would cause the exclusion afforded by Rule 903 of Regulation S or the exemptions for private resale by the Underwriters and their U.S. Affiliate under Rule 144A of the U.S. Securities Act to be unavailable for the offer to sell, or has solicited or will solicit offers to buy, any and sale of the Offered Shares in the United States by means of any form of General Solicitation or General Advertising;Units. (fe) the The Offered Shares Units are not, and as of the Closing Date or the Over-Allotment Closing Date, as the case may be, will not be, eligible for resale pursuant to Rule 144A and no securities of the same class (within the meaning of Rule 144A(d)(3)) as the Offered Shares are: (i) Units are listed on a any national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act; (ii) , or quoted in an “a U.S. automated inter-dealer quotation system”. (f) The Corporation will, as such term is used in within prescribed time periods, prepare and file any forms or notices required under the U.S. Exchange Act; Securities Act or (iii) convertible or exchangeable at an effective conversion premium (calculated as specified applicable blue sky laws in paragraph (a)(6) connection with the offer and sale of Rule 144A) of less than ten percent for securities so listed or quoted;the Offered Units. (g) As of the Closing Date and any Over-Allotment Closing Date, the Corporation is not aware of any person (other than the Underwriters, their U.S. Affiliate and any selling group members) that has been or will be paid (directly or indirectly) remuneration for so long as solicitation of purchasers in connection with the sale of any of the Offered Shares offered or sold in transactions that are exempt from the registration requirements Units. (h) In connection with resales of any of the U.S. Securities Act provided Offered Units, the Shares and the Warrants, the Corporation agrees to furnish upon the request of a holder of any such securities or a prospective purchaser designated by any such holder the information required to be delivered under Rule 144A are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3144(d)(4) under the U.S. Securities Act and not eligible for resale pursuant to Rule 144(b)(1) under if at the U.S. Securities Act, at any time when of such request the Corporation is neither subject to and in compliance with the not a reporting requirements of company under Section 13 or Section 15(d) of the U.S. Exchange Act, nor Act or is not exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunderunder the U.S. Exchange Act. In connection with the private placement in the United States of the units (the “Units”) of Bespoke Capital Acquisition Corp. (the “Corporation”) pursuant to the underwriting agreement dated as of August 8, 2019 (the “Underwriting Agreement”) among the Corporation and the Underwriters named therein, the Corporation shall provide undersigned does hereby certify as follows: (a) [Name of U.S. Affiliate] (the “U.S. Affiliate”) is on the date hereof, and was at the time of each offer and sale of Units in the United States made by it, a duly registered broker or dealer under the U.S. Exchange Act and all applicable U.S. state securities laws (unless exempted from the respective state’s broker-dealer registration requirements), is and was a member of and is in good standing with the Financial Industry Regulatory Authority, Inc. on the date hereof and the date of each offer and sale of Units by it; (b) the U.S. Affiliate provided each offeree in the United States to holders which it offered Units with a copy of Offered Shares the U.S. Placement Memorandum and any prospective purchasers designated by such holders, upon request provided each purchaser of such holders, at or the Units in the United States prior to the time purchase of such sale, any Units in the information required to be provided pursuant to Rule 144A(d)(4) under United States with a copy of the U.S. Securities ActPlacement Memorandum, and no other written material (other than the Qualified Institutional Buyer Investment Letter) has been or will be used in connection with offers and sales of Units in the United States by us; (c) immediately prior to transmitting the U.S. Placement Memorandum to such offerees and purchasers, we had reasonable grounds to believe and did believe that each such offeree and purchaser was a Qualified Institutional Buyer and, on the date hereof, we continue to believe that each such offeree or purchaser purchasing Units from us is a Qualified Institutional Buyer; (d) we obtained and delivered to the Corporation, for so long as acceptance at the provision of such information is required to permit resales of such Offered Shares Closing a duly executed Qualified Institutional Buyer Investment Letter from each Qualified Institutional Buyer purchasing Units pursuant to Rule 144A; (he) no form of Directed Selling Efforts, General Solicitation or General Advertising was used by us in connection with the Offered Shares are not securities of an open-end investment company, unit investment trust offer or face-amount certificate company that is or is required to be registered under Section 8 sale of the Investment Company Act; and (i) none of Units in the CorporationUnited States, its affiliates including advertisements, articles, notices or other communications published in any person on behalf of any of them (other than newspaper, magazine or similar media or broadcast over radio, television or the Underwriters, any U.S. Affiliateinternet, or any members seminar or meeting whose attendees had been invited by general solicitation or general advertising or any public offering within the meaning of Section 4(a)(2) of the banking U.S. Securities Act; (f) all offers and selling group formed by them, as to whom sales of Units in the Corporation makes no representationUnited States have been effected in accordance with all applicable U.S. federal and state broker-dealer requirements; (g) has engaged or we have not taken and will engage in not take any action that would constitute a violation of Regulation M under the U.S. Exchange Act in connection with offers and sales of the offering Units; and (h) all offers and sales of Offered Shares contemplated herebythe Units have been conducted by us in accordance with the terms of the Underwriting Agreement, including Schedule A thereto.

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants warrants, covenants and covenants to the Underwriters agrees that: (a) 1. The Corporation is, and as of the Corporation is Closing Date will be, a Foreign Issuer and reasonably believes believed at the commencement of the Offering that there is was no Substantial U.S. Market Interest with respect to the Offered Shares;Securities. (b) the 2. The Corporation is not, and after giving effect to as a result of the offering sale of the Offered Shares Securities contemplated hereby will not be, registered or required to register be registered as an “investment company within company” under the meaning of the United States Investment Company Act;Act of 1940, as amended. (c) except 3. Except with respect to offers and sales of Offered Shares (i) in accordance with this Schedule “A” to Qualified Institutional Buyers Accredited Investors in reliance upon the exemption from registration under Rule 144A and to Eligible Discretionary Accounts, or (iiafforded by Section 4(a)(2) in an Offshore Transaction in accordance with Rule 903 of Regulation S, neither the Corporation, nor any of its respective affiliates (within the meaning of the U.S. Securities Act)Act and/or Rule 506(b) of Regulation D, nor none of the Corporation, its affiliates or any person acting on any of its or their behalf (other than the Underwriters any U.S. AffiliateAgent, or their respective affiliates, any members of the banking and selling group formed by themor any person acting on their behalf, as to whom the Corporation makes in respect of which no representation), warranty or covenant is made) has made or will make: (Ai) any offer to sell, or any solicitation of an offer to buy, any Offered Shares Securities to a U.S. Person or a person in the United States; or (Bii) any sale of Offered Shares Securities unless, at the time the buy order was or will have been originated, the purchaser is: is (ix) outside the United States; States or (iiy) the Corporation, its affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States;States and is a not a U.S. Person. (d) 4. During the period in which the Offered Securities are offered for sale, neither the Corporation, it nor any of its affiliates (within the meaning of the U.S. Securities Act)affiliates, nor any person acting on any of its or their behalf (other than the Underwriters any U.S. AffiliateAgent, or their respective affiliates, any members of the banking and selling group formed by themor any person acting on their behalf, as to whom the Corporation makes in respect of which no representation), (iwarranty or covenant is made) has engaged in or will engage in any Directed Selling Efforts in the United States with respect to the Offered SharesSecurities, or (ii) has sold, offered for sale taken or solicited will take any offer action in violation of Regulation M under the U.S. Exchange Act with respect to buy any of its securities in a manner the Offered Securities or that would cause the applicable exemption or exclusion from registration under afforded by Section 4(a)(2) of the U.S. Securities Act and/or Rule 506(b) under Regulation D to be unavailable for offers and sales of Offered Securities in the United States in accordance with this Schedule “A”, or the exclusion from registration afforded by Rule 144A or Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Shares Securities outside the United States in accordance with the Agency Agreement and this Schedule “A”. 5. The Corporation has not sold, offered for sale or solicited any offer to buy, during the period beginning six months prior to the start of the Offering and will not sell, offer for sale or solicit any offer to buy during the period ending six months after the completion of the Offering, any of its securities in the United States in a manner that would be integrated with the Offering and would cause the exemption from registration relied upon in the Offering to be unavailable with respect to offers and sales of the Offered Securities pursuant to this Agreement;Schedule “A” or the exclusion from registration provided by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Securities to persons outside of the United States who are not (a) U.S. Persons or (b) acting for the account or benefit of U.S. Persons or persons in the United States. 6. The Corporation will not take any action that would cause the exemptions or exclusions provided (ei) by Section 4(a)(2) of the U.S. Securities Act and/or Rule 506(b) under Regulation D and applicable state securities laws to be unavailable with respect to offers and sales of the Offered Securities by the Agent in accordance with this Schedule “A”, or (ii) by Rule 903 of Regulation S to be unavailable with respect to offers and sales of the Offered Securities by the Corporation pursuant to this Schedule “A”. 7. The Corporation will, within the prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or any U.S. state securities laws in connection with the sale of the Offered Securities. 8. Neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D. 9. None of the Corporation or any of its predecessors or subsidiaries has had the registration of a class of securities under the U.S. Exchange Act revoked by the United States Securities and Exchange Commission pursuant to Section 12(j) of the U.S. Exchange Act and any rules and regulations promulgated under the U.S. Exchange Act. 00. Xx of the Closing Date, with respect to the Regulation D Securities, none of the Corporation, any of its affiliates predecessors, any “affiliated” (as such term is defined in Rule 501(b) of Regulation D) issuer of the Corporation, any director or executive officer of the Corporation, any other officer of the Corporation participating in the Offering of the Regulation D Securities, 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 any capacity at the time of sale of the Regulation D Securities (each an “Issuer Covered Person” and, collectively, the “Issuer Covered Persons”, other than any Dealer Covered Person, as to whom no representation, warranty, acknowledgement, covenant or agreement is made) is subject to any Disqualification Event. The Corporation has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Corporation is not disqualified from relying on Rule 506 under the U.S. Securities Act for any of the reasons stated in Rule 506(d) in connection with the issuance and sale of the Offered Securities. If applicable, the Corporation has furnished to each purchaser, a reasonable time prior to the date hereof, a description in writing of any matters that would have triggered disqualification under Rule 506(d) but which occurred before September 23, 2013, in each case, in compliance with the disclosure requirements of Rule 506(e). The Corporation has not paid and will not pay, nor is it aware of any other person acting on its that has paid or their behalf will pay, directly or indirectly, any remuneration to any person (other than the Underwriters Agent, the U.S. Affiliate and any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representationmember) has offered or will offer to sell, or has solicited or will solicit offers to buy, any for solicitation of purchasers of the Offered Shares Securities. In connection with the private placement in the United States by means of any form the units (the “Units”) of General Solicitation or General Advertising; (fBright Minds BioSciences Inc. ‎(the “Corporation”) pursuant to the Offered Shares are not, and agency agreement dated as of August 25, 2022 (the Closing Date or “Agency Agreement”) among the Over-Allotment Closing DateCorporation and the agents named therein, the undersigned does hereby certify as the case may be, will not be, and no securities of the same class as the Offered Shares are: follows: (i) listed The U.S. Affiliate is on a national securities exchange the date hereof, and was at the time of each offer and sale of Units in the United States made by it, (a) a duly registered broker or dealer under Section 6 of the U.S. Exchange Act; Act and all applicable U.S. state securities laws (unless exempted from the respective state’s broker-dealer registration requirements) and (b) a member of and is in good standing with FINRA; (ii) quoted in an “automated inter-dealer quotation system”, as such term is used all offers and sales of the Units in the United States or to, or for the account or benefit of, U.S. Exchange Act; Persons or persons in the United States were made only through the U.S. Affiliate as agent for the Corporation in accordance with the terms of the Agency Agreement, including Schedule “A” thereto; (iii) convertible all purchasers of the Units in the United States or exchangeable at an effective conversion premium (calculated as specified who are, or are purchasing for the account or benefit of, U.S. Persons or who were offered the Units in paragraph (a)(6) of Rule 144A) of less than ten percent for the United States have been informed that the Units have not been and will not be registered under the U.S. Securities Act and such securities so listed or quoted; (g) for so long as the Offered Shares are being offered or and sold to such purchasers without registration in transactions that are exempt reliance on exemptions from the registration requirements of the U.S. Securities Act provided by Rule 144A are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and not eligible for resale pursuant to Rule 144(b)(1) under the U.S. Securities Act, at any time when the Corporation is neither subject to and in compliance with the reporting requirements of Section 13 or 15(d) of the U.S. Exchange Act, nor exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the Corporation shall provide to holders of Offered Shares and any prospective purchasers designated by such holders, upon request of such holders, at or prior to the time of such sale, the information required to be provided pursuant to Rule 144A(d)(4) under the U.S. Securities Act, for so long as the provision of such information is required to permit resales of such Offered Shares pursuant to Rule 144A; (hiv) the Offered Shares are not securities of an open-end investment companyimmediately prior to offering, unit investment trust or face-amount certificate company that is or is required soliciting any offers to be registered under Section 8 of the Investment Company Act; and (i) none of the Corporationbuy, its affiliates or Units to any person on behalf of any of them (other than in the UnderwritersUnited States, or to or for the account or benefit of, any U.S. AffiliatePerson, it had reasonable grounds to believe and did believe that each such offeree and purchaser was an Accredited Investor and, on the date hereof, it continues to believe that each such offeree or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation) has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with the offering of Offered Shares contemplated hereby.purchaser is an Accredited Investor;

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants warrants, covenants and covenants to the Underwriters agrees that: (a) 1. The Corporation is, and as of the Corporation is Closing Date will be, a Foreign Issuer and reasonably believes believed at the commencement of the Offering that there is was no Substantial U.S. Market Interest with respect to the Offered Unit Shares;, the Warrants or the Warrant Shares. (b) the 2. The Corporation is not, and after giving effect to the offering as a result of the Offered Shares sale of the Units contemplated hereby will not be, registered or required to register be registered as an “investment company within company” under the meaning of the United States Investment Company Act;Act of 1940, as amended. (c) except 3. Except with respect to offers and sales of Offered Shares (i) in accordance with this Schedule “A” to Qualified Institutional Buyers in reliance upon the exemption from registration under Rule 144A and to Eligible Discretionary Accounts, or (iiafforded by Section 4(a)(2) in an Offshore Transaction in accordance with Rule 903 of Regulation S, neither the Corporation, nor any of its respective affiliates (within the meaning of the U.S. Securities Act), nor none of the Corporation, its affiliates or any person acting on any of its or their behalf (other than the Underwriters any U.S. AffiliateAgents, or their respective affiliates, any members of the banking and selling group formed by themor any person acting on their behalf, as to whom the Corporation makes in respect of which no representation), warranty or covenant is made) has made or will make: (Ai) any offer to sell, or any solicitation of an offer to buy, any Offered Shares Securities to a U.S. Person or a person in the United States; or (Bii) any sale of Offered Shares Securities unless, at the time the buy order was or will have been originated, the purchaser is: is (ix) outside the United States; States or (iiy) the Corporation, its affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States;States and is a not a U.S. Person. (d) 4. During the period in which the Offered Securities are offered for sale, neither the Corporation, it nor any of its affiliates (within the meaning of the U.S. Securities Act)affiliates, nor any person acting on any of its or their behalf (other than the Underwriters any U.S. AffiliateAgents, or their respective affiliates, any members of the banking and selling group formed by themor any person acting on their behalf, as to whom the Corporation makes in respect of which no representation), (iwarranty or covenant is made) has engaged in or will engage in any Directed Selling Efforts in the United States with respect to the Offered SharesSecurities, or (ii) has sold, offered for sale taken or solicited will take any offer action in violation of Regulation M under the U.S. Exchange Act with respect to buy any of its securities in a manner the Offered Securities or that would cause the applicable exemption or exclusion from registration under afforded by Section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Offered Securities in the United States, or to or for the account or benefit of U.S. Persons or persons in the United States, in accordance with this Schedule “A”, or the exclusion from registration afforded by Rule 144A or Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Shares pursuant Securities outside the United States in accordance with the Agency Agreement and this Schedule “A”. 5. The Corporation has not sold, offered for sale or solicited any offer to this Agreement; (e) none buy, during the period beginning six months prior to the start of the CorporationOffering and will not sell, offer for sale or solicit any offer to buy during the period ending six months after the completion of the Offering, any of its affiliates or any person acting on its or their behalf (other than the Underwriters any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Offered Shares securities in the United States by means of any form of General Solicitation or General Advertising; (f) in a manner that would be integrated with the Offered Shares are not, Offering and as would cause the exemption from registration relied upon in the Offering to be unavailable with respect to offers and sales of the Closing Date Units pursuant to this Schedule “A” or the Over-Allotment Closing Date, as the case may be, will not be, exclusion from registration provided by Rule 903 of Regulation S to be unavailable for offers and no securities sales of the same class as the Offered Shares are: (i) listed on a national securities exchange in Units to persons outside of the United States registered under Section 6 of the who are not (a) U.S. Exchange Act; (ii) quoted in an “automated inter-dealer quotation system”, as such term is used in the U.S. Exchange Act; Persons or (iiib) convertible acting for the account or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) benefit of Rule 144A) of less than ten percent for securities so listed or quoted; (g) for so long as the Offered Shares offered or sold in transactions that are exempt from the registration requirements of the U.S. Securities Act provided by Rule 144A are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and not eligible for resale pursuant to Rule 144(b)(1) under the U.S. Securities Act, at any time when the Corporation is neither subject to and in compliance with the reporting requirements of Section 13 or 15(d) of the U.S. Exchange Act, nor exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the Corporation shall provide to holders of Offered Shares and any prospective purchasers designated by such holders, upon request of such holders, at or prior to the time of such sale, the information required to be provided pursuant to Rule 144A(d)(4) under the U.S. Securities Act, for so long as the provision of such information is required to permit resales of such Offered Shares pursuant to Rule 144A; (h) the Offered Shares are not securities of an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act; and (i) none of the Corporation, its affiliates or any person on behalf of any of them (other than the Underwriters, any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation) has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with the offering of Offered Shares contemplated hereby.U.S.

Representations, Warranties and Covenants of the Corporation. The Corporation represents, represents and warrants to and covenants to with the Underwriters Agents, as of the date hereof and as of the Closing Date, that: (a) 1. The Corporation is, and on the Corporation is Closing Date will be, a Foreign Issuer Private Issuer. The Corporation reasonably believes that at the commencement of the Offering there was, and reasonably believes that there is no and will be on the Closing Date, Substantial U.S. Market Interest with respect to in the Offered Common Shares;. (b) the 2. The Corporation is not, and after giving effect to following the offering application of the proceeds of the sale of the Offered Shares contemplated hereby will not be, required to register an "investment company" (as an investment company within such term is defined in the meaning of the United States Investment Company Act of 1940, as amended) under such Act;. (c) except 3. Except with respect to offers and sales of Offered Shares in accordance with this Schedule "A" (i) to Qualified Institutional Buyers in the United States and to, or for the account or benefit of, U.S. Persons in reliance upon the exemption from registration under available pursuant to Rule 144A 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act, and to Eligible Discretionary Accounts, or (ii) outside the United States in an Offshore Transaction in accordance with reliance upon the exclusion from the registration requirements available pursuant to Rule 903 of Regulation S, neither the Corporation, Corporation nor any of its respective affiliates (within the meaning of the U.S. Securities Act)affiliates, nor any person acting on any of their behalf (other than the Underwriters any Agents, the U.S. AffiliatePlacement Agent appointed by one or more of the Agents, their respective affiliates or any members person acting on any of the banking and selling group formed by themtheir behalf, as to whom the Corporation makes in respect of which no representation, warranty or covenant is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Shares to a person in the United StatesStates or to, or for the account or benefit of, a U.S. Person; or (B) any sale of Offered Shares unless, at the time the buy order was or will have been originated, the purchaser is: is (i) outside the United States; States and not a U.S. Person or (ii) the Corporation, its affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States;States and not a U.S. Person. (d) neither 4. None of the Corporation, nor any of its affiliates (within the meaning of the U.S. Securities Act)affiliates, nor or any person acting on any of their behalf (other than the Underwriters Agents, the U.S. Placement Agent appointed by one or more of the Agents, their respective affiliates or any U.S. Affiliateperson acting on any of their behalf, in respect of which no representation, warranty or covenant is made) (i) has made or will make any Directed Selling Efforts, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation), (iii) has engaged or will engage in any Directed Selling Efforts form of General Solicitation or General Advertising or has acted in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in the United States with respect to the Offered Shares, or (ii) . 5. The Corporation has not sold, offered for sale or solicited any offer to buy and will not sell, offer for sale or solicit any offer to buy, during the period beginning thirty (30) days prior to the start of the Offering of the Offered Shares and ending thirty (30) days after the completion of the Offering of the Offered Shares, any of its securities in the United States in a manner that would be integrated with and would cause the applicable exemption or exclusion from registration under provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act afforded by Rule 144A or Rule 903 of Regulation S to be unavailable for with respect to offers and sales of the Offered Shares pursuant to this Agreement;Schedule "A". (e) none of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriters any U.S. Affiliate, or any members of the banking 6. The Corporation has not taken and selling group formed by them, as to whom the Corporation makes no representation) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Offered Shares in the United States by means of any form of General Solicitation or General Advertising; (f) the Offered Shares are not, and as of the Closing Date or the Over-Allotment Closing Date, as the case may be, will not be, and no securities of take any action that would cause the same class as the Offered Shares are: (i) listed on a national securities exchange in the United States registered under Section 6 of 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; exemptions or (iii) convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6provided by Rule 506(b) of Rule 144ARegulation D and/or Section 4(a)(2) of less than ten percent for securities so listed or quoted; (g) for so long as the Offered Shares offered or sold in transactions that are exempt from the registration requirements of the U.S. Securities Act or the exclusion provided by Rule 144A are outstanding 903 of Regulation S to be unavailable with respect to offers and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and not eligible for resale pursuant to Rule 144(b)(1) under the U.S. Securities Act, at any time when the Corporation is neither subject to and in compliance with the reporting requirements of Section 13 or 15(d) sales of the U.S. Exchange Act, nor exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the Corporation shall provide to holders of Offered Shares and any prospective purchasers designated by such holders, upon request of such holders, at or prior to the time of such sale, the information required to be provided pursuant to Rule 144A(d)(4) under the U.S. Securities Act, for so long as the provision of such information is required to permit resales of such Offered Shares pursuant to the Agency Agreement including this Schedule "A". 7. Neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 144A;503 of Regulation D. (h) the Offered Shares are not securities of an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act; and (i) none 8. None of the Corporation, its affiliates or any person acting on behalf of any of them their behalf (other than the UnderwritersAgents, any the U.S. AffiliatePlacement Agent appointed by one or more of the Agents, their respective affiliates or any members person acting on any of the banking and selling group formed by themtheir behalf, as to whom the Corporation makes in respect of which no representation, warranty or covenant is made) has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with this Offering. 9. The Corporation will, within prescribed time periods, prepare and file any forms or notices required under the offering U.S. Securities Act or applicable state securities laws of the states in which Offered Shares contemplated herebyare sold, including but not limited to filing Form D, if applicable, with the SEC and any “blue sky” filing with the appropriate securities commission or other regulatory authority of any applicable state. 10. 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 SEC pursuant to Section 12(j) of the U.S. Exchange Act or any rules or regulations promulgated thereunder. 11. With respect to the Offered Shares to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the "Regulation D Securities"), none of the Corporation, any of its predecessors, any director, executive officer, other officer of the Corporation 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 any capacity at the time of sale (each, an "Issuer Covered Person" and, together, "Issuer Covered Persons") is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the U.S. Securities Act (a "Disqualification Event"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the U.S. Securities Act. The Corporation has exercised reasonable care to determine (i) the identity of each person that is an Issuer Covered Person; and (ii) whether any Issuer Covered Person is subject to a Disqualification Event. The Corporation has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) of Regulation D, and has furnished to the Agents a copy of any disclosures provided thereunder. 12. As of the Closing Date, the Corporation represents that it 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 the Offered Shares.

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants warrants, covenants and covenants agrees to and with the Underwriters Agents, as at the date of this Agreement and as at the Closing Time and any Option Closing Time, that: (a) 1. The Corporation is, and at the Corporation is Closing Time and any Option Closing Time will be, a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest with respect to in the Offered Common Shares;. (b) the 2. The Corporation is not, and after giving effect to the offering as a result of the Offered Shares sale of the Securities contemplated hereby and the application of the proceeds of the Offering will not be, an “investment company”, as such term is defined in the United States Investment Company Act of 1940, as amended (the “1940 Act”), registered or required to register as an investment company within be registered under the meaning of the Investment Company Act;0000 Xxx. (c) except 3. Except with respect to offers and sales of Offered Shares (i) by the Agents through Xxxx USA to Qualified Institutional Buyers in reliance upon the exemption from registration under Rule 144A and to Eligible Discretionary Accounts, or (ii) in an Offshore Transaction in accordance compliance with Rule 903 506(b) of Regulation S, neither the Corporation, nor any of its respective affiliates (within the meaning D and/or Section 4(a)(2) of the U.S. Securities Act)Act and similar exemptions under applicable state securities laws and in compliance with this Schedule “A”, nor none of the Corporation, any of its affiliates, or any person acting on any of their behalf (other than the Underwriters any U.S. AffiliateAgents, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation), has made or will make: (A) any offer to sell, or any solicitation of an offer to buytheir affiliates, any Offered Shares to a person in the United States; or (B) any sale of Offered Shares 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, Selling Firm and any person acting on their behalf reasonably believe that the purchaser is outside the United States; (d) neither the Corporation, nor any of its affiliates (within the meaning of the U.S. Securities Act), nor any person acting on any of their behalf, as to which no representation, warranty, covenant or agreement is made), has made or will make any offers to sell, solicitations of offers to buy or any sales of Securities. Accordingly, except as set forth herein, the Corporation has not made and will not make (i) any offer to sell or solicitation of an offer to buy any of the Securities in the United States, (ii) any sale of the Securities to any person unless (1) the offer to sell such Securities was not made in the United States, (2) such person was outside the United States at the time it placed the order to purchase such Securities, or the Corporation, its affiliates and any person acting on its or their behalf reasonably believe that, at the time such person placed the order to purchase such Securities, such person was outside the United States. 4. During the period in which the Securities are offered for sale, neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters Agents, their affiliates, any U.S. Affiliate, Selling Firm or any members person acting on any of the banking and selling group formed by themtheir behalf, as to whom the Corporation makes in respect of which no representation), (iwarranty, covenant or agreement is made) has engaged in or will engage in any Directed Selling Efforts with respect to the Offered SharesEfforts, or (ii) has sold, offered for sale taken or solicited will take any offer to buy any action in violation of its securities in a manner Regulation M under the U.S. Exchange Act or that would cause the applicable exemption or exclusion from registration under afforded by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of Securities in the United States in accordance with this Schedule “A”, or the exclusion from registration afforded by Rule 144A or Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Shares pursuant to Securities outside the United States in accordance with the Agency Agreement, including this Agreement;Schedule “A”. (e) none 5. None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriters Agents, their affiliates, any U.S. Affiliate, Selling Firm or any members person acting on any of the banking and selling group formed by themtheir behalf, as to whom the Corporation makes in respect of which no representation, warranty, covenant or agreement is made) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Offered Shares Securities in the United States by means of any form of General Solicitation or General Advertising; (fAdvertising or in any manner involving a public offering within the meaning of Section 4(a)(2) the Offered Shares are not, and as of the Closing Date U.S. Securities Act. 6. The U.S. Placement Memorandum (and any other material or the Over-Allotment Closing Date, as the case may be, will not be, and no securities document prepared or distributed by or on behalf of the same class as Corporation used in connection with offers and sales of the Offered Shares are: (iSecurities) listed on a national securities exchange include, or will include, statements substantially to the effect that the Securities have not been registered under the U.S. Securities Act and may not be offered or sold in the United States registered under Section 6 of the U.S. Exchange Act; (ii) quoted in unless an “automated inter-dealer quotation system”, as such term is used in the U.S. Exchange Act; or (iii) convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A) of less than ten percent for securities so listed or quoted; (g) for so long as the Offered Shares offered or sold in transactions that are exempt exemption from the registration requirements of the U.S. Securities Act provided and all applicable state securities laws is available. Such statements have appeared, or will appear, in the U.S. Placement Memorandum, and in any press release issued by the Corporation or anyone acting on the Corporation’s behalf relating to the Offering. 7. Except with respect to the offer and sale of the Securities offered under this Agreement, the Corporation has not, within six months before the commencement of the offer and sale of the Securities, and will not within six months after the latest of the Closing Date and any Option Closing Date, offer or sell any securities in a manner that would be integrated with the offer and sale of the Securities and would cause the exemptions from registration pursuant to Rule 144A are outstanding 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act or the exclusion from registration set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and are “restricted securities” sale of the Securities. 8. The Corporation will, within the meaning of Rule 144(a)(3) prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act and or applicable state securities laws, including but not eligible for resale pursuant limited to Rule 144(b)(1) the filing of a notice on Form D with the SEC, if applicable. 9. None of the Corporation or any of its predecessors has had the registration of a class of securities under the U.S. Securities Act, at any time when Exchange Act revoked by the Corporation is neither subject SEC pursuant to and in compliance with the reporting requirements of Section 13 or 15(d12(j) of the U.S. Exchange Act, nor exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the Corporation shall provide to holders of Offered Shares Act and any prospective purchasers designated by such holdersrules or regulations promulgated thereunder. 10. With respect to Regulation D Securities, upon request of such holdersif any, at or prior to the time of such sale, the information required to be provided pursuant to Rule 144A(d)(4) under the U.S. Securities Act, for so long as the provision of such information is required to permit resales of such Offered Shares pursuant to Rule 144A; (h) the Offered Shares are not securities of an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act; and (i) none of the Corporation, any of its predecessors, any director, executive officer, or other officer of the Corporation 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, nor any promoter (as that term is defined in Rule 405 under the U.S. Securities Act but excluding the Agents and their respective affiliates or any person acting on behalf of any of them (other than the Underwriters, any U.S. Affiliate, its or any members of the banking and selling group formed by themtheir behalf, as to whom the Corporation makes no representation, warranty, acknowledgement, covenant or agreement) connected with the Corporation in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to a Rule 506 Disqualification Event, except for a Rule 506 Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D. The Corporation has engaged exercised reasonable care to determine: (i) the identity of each person that is an Issuer Covered Person; and (ii) whether any Issuer Covered Person is subject to a Rule 506 Disqualification Event. The Corporation has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) of Regulation D, and has furnished to the Agents a copy of any disclosures provided thereunder. The Corporation has not paid and will not pay, nor is it aware of any person that has paid or will engage pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons) for solicitation of purchasers of the Securities. In connection with the private placement of the Securities of Standard Lithium Ltd. (the “Corporation”) in the United States pursuant to the Agency agreement dated as of December 14, 2020 between the Corporation and the Agents named therein (the “Agency Agreement”), the undersigned does hereby certify as follows: 1. Xxxx Capital Partners, LLC (the “U.S. Affiliate”) is on the date hereof, and was on the date of each offer and sale of the Securities made by it in the United States, a duly registered broker or dealer under the United States Securities and Exchange Act of 1934, as amended, and the securities laws of each state in which an offer or sale of Securities was made by us (unless exempted from the respective state’s broker dealer registration requirements) and a member of and in good standing with FINRA and all offers and sales of Securities in the United States by or through the U.S. Affiliate have been and will be effected in accordance with all U.S. federal and state broker dealer requirements; 2. prior to the purchase of any Securities by a person in the United States, each offeree that was, in the United States was provided with a copy of the U.S. Placement Memorandum, and no other written material, other than the U.S. Placement Memorandum and any Supplementary Material approved by the Corporation for use in presentations to prospective purchasers, was used by us in connection with the offer and sale of the Securities in the United States; 3. immediately prior to offering Securities in the United States, we had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer and, on the date hereof, we continue to believe that each purchaser that is, or is acting for the account or benefit of, a person in the United States purchasing Securities through or from us is a Qualified Institutional Buyer; 4. no Directed Selling Efforts and 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, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine, on the internet or similar media or broadcast over radio, television or the internet, 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 Securities in the United States; 5. all offers and sales of Securities in the United States have been effected by the U.S. Affiliate in accordance with all applicable U.S. federal and state broker-dealer requirements and FINRA rules; 6. prior to any sale of the Securities in the United States, we caused each such purchaser to execute a Qualified Institutional Buyer Letter in the form attached as Exhibit A to the U.S. Placement Memorandum; 7. we have not taken nor will take any action that would constitute a violation of Regulation M under the U.S. Exchange Act Act; 8. none of (i) the undersigned, (ii) the undersigned’s general partners or managing members, (iii) any of the undersigned’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the undersigned’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities, if any, or (v) any other person associated with any of the above persons that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sale of Regulation D Securities (each, a “Dealer Covered Person”), is subject to disqualification under Rule 506(d) of Regulation D; 9. we represent that we 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 offering sale of Offered Shares contemplated herebyany Regulation D Securities, if any; and 10. all offers and sales of the Securities have been conducted by us in accordance with the terms of the Agency Agreement, including Schedule “A” thereto.

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants warrants, covenants and covenants to the Underwriters agrees that: (a) 1. The Corporation is, and as of the Corporation is Closing Date will be, a Foreign Issuer and reasonably believes believed at the commencement of the Offering that there is was no Substantial U.S. Market Interest with respect to the Offered Shares;Securities. (b) the 2. The Corporation is not, and after giving effect to as a result of the offering sale of the Offered Shares Securities contemplated hereby will not be, registered or required to register be registered as an "investment company within company" under the meaning of the United States Investment Company Act;Act of 1940, as amended. (c) except 3. Except with respect to offers and sales of Offered Shares (i) in accordance with this Schedule "A" to Qualified Institutional Buyers Accredited Investors in reliance upon the exemption from registration under Rule 144A and to Eligible Discretionary Accounts, or (iiafforded by Section 4(a)(2) in an Offshore Transaction in accordance with Rule 903 of Regulation S, neither the Corporation, nor any of its respective affiliates (within the meaning of the U.S. Securities Act)Act and/or Rule 506(b) of Regulation D, nor none of the Corporation, its affiliates or any person acting on any of its or their behalf (other than the Underwriters any U.S. AffiliateAgent, or their respective affiliates, any members of the banking and selling group formed by themor any person acting on their behalf, as to whom the Corporation makes in respect of which no representation), warranty or covenant is made) has made or will make: (Ai) any offer to sell, or any solicitation of an offer to buy, any Offered Shares Securities to a U.S. Person or a person in the United States; or (Bii) any sale of Offered Shares Securities unless, at the time the buy order was or will have been originated, the purchaser is: is (ix) outside the United States; States or (iiy) the Corporation, its affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States;States and is a not a U.S. Person. (d) 4. During the period in which the Offered Securities are offered for sale, neither the Corporation, it nor any of its affiliates (within the meaning of the U.S. Securities Act)affiliates, nor any person acting on any of its or their behalf (other than the Underwriters any U.S. AffiliateAgent, or their respective affiliates, any members of the banking and selling group formed by themor any person acting on their behalf, as to whom the Corporation makes in respect of which no representation), (iwarranty or covenant is made) has engaged in or will engage in any Directed Selling Efforts in the United States with respect to the Offered SharesSecurities, or (ii) has sold, offered for sale taken or solicited will take any offer action in violation of Regulation M under the U.S. Exchange Act with respect to buy any of its securities in a manner the Offered Securities or that would cause the applicable exemption or exclusion from registration under afforded by Section 4(a)(2) of the U.S. Securities Act and/or Rule 506(b) under Regulation D to be unavailable for offers and sales of Offered Securities in the United States in accordance with this Schedule "A", or the exclusion from registration afforded by Rule 144A or Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Shares Securities outside the United States in accordance with the Agency Agreement and this Schedule "A". 5. The Corporation has not sold, offered for sale or solicited any offer to buy, during the period beginning six months prior to the start of the Offering and will not sell, offer for sale or solicit any offer to buy during the period ending six months after the completion of the Offering, any of its securities in the United States in a manner that would be integrated with the Offering and would cause the exemption from registration relied upon in the Offering to be unavailable with respect to offers and sales of the Offered Securities pursuant to this Agreement;Schedule "A" or the exclusion from registration provided by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Securities to persons outside of the United States who are not (a) U.S. Persons or (b) acting for the account or benefit of U.S. Persons or persons in the United States. 6. The Corporation will not take any action that would cause the exemptions or exclusions provided (ei) by Section 4(a)(2) of the U.S. Securities Act and/or Rule 506(b) under Regulation D and applicable state securities laws to be unavailable with respect to offers and sales of the Offered Securities by the Agent in accordance with this Schedule "A", or (ii) by Rule 903 of Regulation S to be unavailable with respect to offers and sales of the Offered Securities by the Corporation pursuant to this Schedule "A". 7. The Corporation will, within the prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or any U.S. state securities laws in connection with the sale of the Offered Securities. 8. Neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D. 9. None of the Corporation or any of its predecessors or subsidiaries has had the registration of a class of securities under the U.S. Exchange Act revoked by the United States Securities and Exchange Commission pursuant to Section 12(j) of the U.S. Exchange Act and any rules and regulations promulgated under the U.S. Exchange Act. 10. As of the Closing Date, with respect to the Regulation D Securities, none of the Corporation, any of its affiliates predecessors, any "affiliated" (as such term is defined in Rule 501(b) of Regulation D) issuer of the Corporation, any director or executive officer of the Corporation, any person acting other officer of the Corporation participating in the Offering of the Regulation D Securities, any beneficial owner of 20% or more of the Corporation's outstanding voting equity securities, calculated on its or their behalf (other than the Underwriters any U.S. Affiliatebasis of voting power, or any members promoter (as that term is defined in rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale of the banking and selling group formed by themRegulation D Securities (each an "Issuer Covered Person" and, collectively, the "Issuer Covered Persons", other than any Dealer Covered Person, as to whom the Corporation makes no representation, warranty, acknowledgement, covenant or agreement is made) is subject to any Disqualification Event. The Corporation has offered or will offer exercised reasonable care to sell, or has solicited or will solicit offers determine whether any Issuer Covered Person is subject to buy, any of the Offered Shares in the United States by means of any form of General Solicitation or General Advertising; (f) the Offered Shares are not, and as of the Closing Date or the Over-Allotment Closing Date, as the case may be, will a Disqualification Event. The Corporation is not be, and no securities of the same class as the Offered Shares are: (i) listed disqualified from relying on a national securities exchange in the United States registered under Section 6 of 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 (iii) convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A) of less than ten percent for securities so listed or quoted; (g) for so long as the Offered Shares offered or sold in transactions that are exempt from the registration requirements of the U.S. Securities Act provided by Rule 144A are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) 506 under the U.S. Securities Act for any of the reasons stated in Rule 506(d) in connection with the issuance and not eligible for resale pursuant to Rule 144(b)(1) under sale of the U.S. Securities ActOffered Securities. If applicable, at any time when the Corporation is neither subject has furnished to and each purchaser, a reasonable time prior to the date hereof, a description in writing of any matters that would have triggered disqualification under Rule 506(d) but which occurred before September 23, 2013, in each case, in compliance with the reporting disclosure requirements of Section 13 or 15(d) of the U.S. Exchange ActRule 506(e). The Corporation has not paid and will not pay, nor exempt from such reporting requirements pursuant is it aware of any other person that has paid or will pay, directly or indirectly, any remuneration to Rule 12g3-2(b) thereunder, the Corporation shall provide to holders of Offered Shares and any prospective purchasers designated by such holders, upon request of such holders, at or prior to the time of such sale, the information required to be provided pursuant to Rule 144A(d)(4) under the U.S. Securities Act, for so long as the provision of such information is required to permit resales of such Offered Shares pursuant to Rule 144A; (h) the Offered Shares are not securities of an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act; and (i) none of the Corporation, its affiliates or any person on behalf of any of them (other than the UnderwritersAgent, the U.S. Affiliate and any U.S. Affiliate, or any members selling group member) for solicitation of purchasers of the banking and selling group formed by them, as to whom the Corporation makes no representation) has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with the offering of Offered Shares contemplated herebySecurities.

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants warrants, covenants and covenants agrees to and with the Underwriters and the U.S. Placement Agents that: (a) 1. The Corporation is, and at the Corporation is Closing will be, a Foreign Issuer and reasonably believes that there is with no Substantial U.S. Market Interest with respect to in any of its securities. 2. During the Offered Shares; (b) period in which the Corporation is not, and after giving effect to the offering of the Offered Purchased Shares will not be, required to register as an investment company within the meaning of the Investment Company Act; (c) except with respect to offers and sales of Offered Shares (i) to Qualified Institutional Buyers in reliance upon the exemption from registration under Rule 144A and to Eligible Discretionary Accounts, or (ii) in an Offshore Transaction in accordance with Rule 903 of Regulation Sare offered for sale, neither the Corporation, Corporation nor any of its respective affiliates (within the meaning of the U.S. Securities Act)affiliates, nor any person acting on any of its or their behalf (other than except the Underwriters any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Shares to a person in the United States; or (B) any sale of Offered Shares unless, at the time the buy order was or will have been originated, the purchaser is: (i) outside the United States; or (ii) the CorporationUnderwriter, its affiliates, affiliates and any person acting on its or their behalf reasonably believe that the purchaser is outside the United States; (d) neither the Corporation, nor any of its affiliates (within the meaning of the U.S. Securities Act), nor any person acting on any of their behalf (other than the Underwriters any U.S. Affiliate, or any members of the banking and selling group formed by thembehalf, as to whom the Corporation makes which no representation), (irepresentation is made) has engaged made or will engage in make any Directed Selling Efforts in the United States, has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with respect to the Offered offer and sale of the Purchased Shares, or (ii) has sold, offered for sale taken or solicited will take any offer to buy any of its securities in a manner action that would cause the applicable exemption or exclusion from registration under the U.S. Securities Act afforded by Rule 144A 506 of Regulation D or Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Purchased Shares pursuant to this Underwriting Agreement;. (e) none 3. None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than except the Underwriters Underwriter, its affiliates and any U.S. Affiliate, person acting on its or any members of the banking and selling group formed by themtheir behalf, as to whom the Corporation makes which no representationrepresentation is made) has offered engaged or will offer engage in any form of general solicitation or general advertising (as those terms are used in Regulation D) with respect to sell, offers or has solicited or will solicit offers to buy, any sales of the Offered Purchased Shares in the United States States, 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 have been invited by means general solicitation or general advertising. 4. The Corporation has not offered or sold, for a period of any form of General Solicitation or General Advertising; (f) the Offered Shares are not, and as six months prior to commencement of the Closing Date or offering of the Over-Allotment Closing Date, as the case may be, Purchased Shares and will not be, offer or sell any securities in a manner that would be integrated with the offer and no securities sale of the same class as Purchased Shares and would cause the Offered Shares are: (i) listed on a national securities exchange exemption from registration set forth in Rule 506 of Regulation D to become unavailable with respect to the United States registered under Section 6 offer and sale of the U.S. Exchange Act; (ii) quoted in an “automated inter-dealer quotation system”, as such term is used in Purchased Shares to the U.S. Exchange Act; or (iii) convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A) of less than ten percent for securities so listed or quoted;Placees. (g) for so long as the Offered Shares offered or sold in transactions that are exempt from the registration requirements of the U.S. Securities Act provided by Rule 144A are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and not eligible for resale pursuant to Rule 144(b)(1) under the U.S. Securities Act, at any time when the 5. The Corporation is neither subject to and in compliance with the reporting requirements of Section 13 or 15(d) of the U.S. Exchange Act, nor exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the Corporation shall provide to holders of Offered Shares and any prospective purchasers designated by such holders, upon request of such holders, at or prior to the time of such sale, the information required to be provided pursuant to Rule 144A(d)(4) under the U.S. Securities Act, for so long as the provision of such information is required to permit resales of such Offered Shares pursuant to Rule 144A; (h) the Offered Shares are not securities of an open-end investment company, closed-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the United States Investment Company Act; andAct of 1940, as amended. (i) none 6. None of the Corporation, Corporation or any of its affiliates or any person acting on its or their behalf (except the Underwriter, its affiliates and any person acting on its or their behalf, as to which no representation is made) has offered or sold or will offer or sell any of the Purchased Shares to U.S. Placees except for Purchased Shares offered and sold through the U.S. Placement Agent in accordance with this Schedule. 7. Neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D. 8. The Corporation will, within fifteen (15) days after the first sale of Purchased Shares in the United States, prepare and file with the SEC a notice on Form D with respect to the Securities and will file all amendments required to be filed as a result of subsequent sales of Securities in the United States. The Corporation shall also prepare and file within prescribed time periods any notices required to be filed with state securities authorities under applicable blue sky laws in connection with any securities sold pursuant to Rule 506 of Regulation D. The placement of common shares (the “Common Shares”) of Alamos Gold Inc. (the “Corporation”) in the United States and to, or for the account or benefit of, U.S. persons is being made only to “accredited investors,” as defined in Rule 501(a) (“Accredited Investors”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), concurrently with a public offering of the Common Shares being made in Canada as described in the accompanying Canadian preliminary short-form prospectus dated October 18, 2004 (such short-form prospectus being referred to in this U.S. Placement Memorandum as the “Canadian Prospectus”). The Common Shares are being offered in the United States and to, or for the account or benefit of, U.S. persons (the “U.S. Placement”) by certain of the underwriters named in the Canadian Prospectus (“Underwriters”), through their United States affiliates (“U.S. Affiliates”), for sale by the Corporation to Accredited Investors pursuant to Rule 506 of Regulation D under the U.S. Securities Act and in accordance with the Underwriting Agreement referred to under “Plan of Distribution” in the Canadian Prospectus. The terms “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act. The information in this Memorandum is not complete and may be changed. These securities may not be sold prior to the time the Memorandum is delivered in final form. This Memorandum is not an offer to sell these securities and the Company is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. The information contained herein is delivered on a confidential basis to each offeree in the U.S. Placement solely to enable such offeree to evaluate the Common Shares, and does not constitute an offer to any other person or to the public generally to subscribe for or purchase any of the Common Shares. Distribution of this information to any person other than such offeree, or those persons, if any, retained to advise such offeree with respect hereto is unauthorized, and any disclosure of any of this information without the prior written consent of the Corporation is prohibited. Each such offeree, by accepting delivery of this information, agrees to the foregoing and further agrees to make no photocopies of this information or of any documents attached hereto. The Corporation, the Underwriters and the U.S. Affiliates reserve the right to reject any offer to purchase Common Shares, in whole or in part, for any reason. For information concerning the Common Shares being offered in the U.S. Placement, see “Description of Share Capital” in the Canadian Prospectus. For certain risk factors relating to the Common Shares, see “Risk Factors” in the Canadian Prospectus and “Risk Factors” in the Corporation’s Initial Annual Information Form for the year ended December 31, 2003 and dated June 22, 2004, which was submitted to the United States Securities and Exchange Commission (“SEC”) in the Corporation’s annual report on Form 40-F on June 4, 2004, and the Corporation’s Initial Annual Information Form Form 6-K on July 26, 2004, which is incorporated by reference into the Canadian Prospectus. None of the Underwriters or the U.S. Affiliates makes any representation or warranty, express or implied, relating to the accuracy or completeness of the information set forth herein, in the Canadian Prospectus, in the information incorporated by reference into the Canadian Prospectus or in any other written or oral communication transmitted or made available to an offeree, and each of them (expressly disclaims any and all liability based on such information or omissions therefrom. No dealer, salesman or any other person has been authorized by the Corporation, any Underwriter or any U.S. Affiliate to give any information to any offeree or its advisors other than this U.S. Placement Memorandum, the Underwriters, Canadian Prospectus and the information incorporated by reference into the Canadian Prospectus or to make any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation) has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act representations in connection with the issue or sale of the Common Shares and, if given or made, any such information or representation must not be relied upon as having been authorized by the Corporation, any Underwriter or any U.S. Affiliate. Neither the delivery of this U.S. Placement Memorandum, the accompanying Canadian Prospectus or the information incorporated by reference into the Canadian Prospectus nor any sale made in connection herewith shall, under any circumstances, constitute a representation or create any implication that the information contained in this U.S. Placement Memorandum, the accompanying Canadian Prospectus or the information incorporated by reference into the Canadian Prospectus is correct as of any time subsequent to the date hereof and thereof. Each offeree, prior to purchasing any Common Shares, should perform its own investigation and analysis of the Corporation and the terms of the offering of Offered Shares contemplated herebythe Common Shares. The Corporation is a corporation governed by the Company Act (British Columbia). Most or all of the Corporation’s assets are located outside the United States. The Corporation, certain of the directors and officers of the Corporation and certain of the experts named in the Canadian Prospectus and the information incorporated by reference into the Canadian Prospectus are residents of countries other than the United States. As a result, it may be difficult for investors to effect service of process within the United States upon the Corporation and those directors, officers and experts, or to realize in the United States upon judgments of courts of the United States predicated upon civil liability of the Corporation and such persons under the United States federal securities laws. Each person receiving this U.S. Placement Memorandum acknowledges that (i) such person has not relied on any of the Underwriters or any of the U.S. Affiliates in connection with (a) its investigation of the accuracy of this U.S. Placement Memorandum, the accompanying Canadian Prospectus or the information incorporated by reference into the Canadian Prospectus or (b) its investment decision and (ii) no person is authorized in connection with any offering made hereby to give any information or make any representation other than as contained in this U.S. Placement Memorandum, the accompanying Canadian Prospectus and the information incorporated by reference into the Canadian Prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by the Corporation, any of the Underwriters or any of the U.S. Affiliates.

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants and covenants to the Underwriters Underwriter that: (a) the Corporation it is a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest with respect to the Offered Shares; (b) the Corporation is not, in connection with offers and after giving effect to the offering sales of the Offered Shares will not beoutside the United States, required to register as an investment company within the meaning of the Investment Company Act; (c) except with respect to offers and sales of Offered Shares (i) to Qualified Institutional Buyers in reliance upon the exemption from registration under Rule 144A and to Eligible Discretionary Accounts, or (ii) in an Offshore Transaction in accordance with Rule 903 of Regulation S, neither the Corporation, nor any each of its respective affiliates (within the meaning of the U.S. Securities Act)affiliates, nor and any person acting on any of its or their behalf (other than the Underwriters any Underwriter and its U.S. Affiliate, Affiliate or any members of the banking and selling group formed by themthem (the “Selling Group”), as to which no representation or warranty is made) have complied and will comply with the requirements for an Offshore Transaction; (c) neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriter, its U.S. Affiliate or any members of the Selling Group, as to whom the Corporation makes no representation), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Shares to a person in the United States; or (B) any sale of Offered Shares 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; (d) neither the Corporation, nor any of its affiliates (within the meaning of the U.S. Securities Act), nor any person acting on any of their behalf (other than the Underwriters any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation), (i) has engaged or will engage in any Directed Selling Efforts or any form of General Solicitation or General Advertising (or has acted in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act) with respect to the Offered Shares, or (ii) has sold, offered for sale taken or solicited will take any offer to buy any of its securities in a manner action that would cause the applicable exemption or exclusion from registration under the U.S. Securities Act afforded by Rule 144A or Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Shares pursuant to this the Underwriting Agreement; (e) none of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriters any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Offered Shares in the United States by means of any form of General Solicitation or General Advertising; (fd) the Offered Shares are not, and as of the Closing Date or the Over-Allotment Closing Date, as the case may be, will not be, and no securities of the same class as the Offered Shares are: (i) listed on a national securities exchange in the United States registered under Section 6 of 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 (iii) convertible or exchangeable into, or exercisable for, securities so listed or quoted at an effective conversion or exercise premium (calculated as specified in paragraph (a)(6) and (a)(7) of Rule 144A) of less than ten percent for securities so listed or quoted; (ge) for so long as in connection with the initial resale of the Offered Shares offered or sold to Qualified Institutional Buyers in transactions that are exempt from the registration requirements of the U.S. Securities Act provided by Rule 144A are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and not eligible for resale pursuant to Rule 144(b)(1) under the U.S. Securities Act, at any time when the Corporation is neither subject to and in compliance with the reporting requirements of Section 13 or 15(d) of the U.S. Exchange Act, nor exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunderOffering, the Corporation shall provide make available to holders of Offered Shares and any prospective purchasers designated by such holders, upon request of such holders, at or prior to the time of such sale, Qualified Institutional Buyers the information required to be provided pursuant to Rule 144A(d)(4) under the U.S. Securities Act, for so long as the provision of such information is required to permit resales of such Offered Shares pursuant to Rule 144A; (h) the Offered Shares are not securities of an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act; and (if) none of the Corporation, its affiliates or any person acting on its or their behalf of any of them (other than the Underwriters, any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation) has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with the offering Offering; (g) the Corporation is not, and after giving effect to the Offering and the application of the proceeds as contemplated herein and the U.S. 144A Memorandum will not be, registered as an investment company nor will it be required to register as an investment company within the meaning of the Investment Company Act; (h) none of the Corporation’s securities are registered or are required to be registered under Section 12 of the U.S. Exchange Act and the Corporation does not, and will not upon the offer and sale of the Offered Shares, have a reporting obligation under Section 13 or Section 15(d) of the U.S. Exchange Act; (i) except with respect to offers and sales by or through the Underwriter in accordance with this Schedule “A” to Qualified Institutional Buyers in reliance upon the exemption from registration under the U.S. Securities Act provided by Rule 144A, neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriter, its U.S. Affiliate, any Selling Group or any person acting on their behalf, in respect of which no representation, warranty, covenant or agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Shares in the United States; or (B) any sale of Offered Shares contemplated herebyunless, 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 (other than the Underwriter, its U.S. Affiliate, any Selling Group or any person acting on their behalf, in respect of which no representation, warranty, covenant or agreement is made) reasonably believe that the purchaser is outside the United States; (j) the U.S. 144A Memorandum includes statements to the effect that the Offered Shares have not been registered under the U.S. Securities Act and may not be offered or sold in the United States unless an exemption from the registration requirements of the U.S. Securities Act and all applicable state securities laws is available. Such statements have appeared, or will appear, (i) on the cover page of the U.S. 144A Memorandum; (ii) in the “Plan of Distribution” section of the U.S. 144A Memorandum; and (iii) in any press release or other public statement made or issued by the Corporation or anyone acting on the Corporation’s behalf; and (k) none of the Corporation or any of its predecessors or subsidiaries has had the registration of a class of securities under the U.S. Exchange Act revoked by the SEC pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated under the U.S. Securities Act.

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants warrants, covenants and covenants agrees to and with the Underwriters that: (a) the The Corporation is is, and at each Closing Time will be, a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest with respect to the Offered Shares; Issuer; (b) the Corporation is notnot now, and after giving effect to the offering as a result of the Offered Shares offer and sale of Subscription Receipts contemplated hereby will not be, required to register be registered as an “investment company within company” under the meaning of the United States Investment Company Act; Act of 1940, as amended; (c) except with respect to offers and sales none of Offered Shares (i) to Qualified Institutional Buyers in reliance upon the exemption from registration under Rule 144A and to Eligible Discretionary Accounts, or (ii) in an Offshore Transaction in accordance with Rule 903 of Regulation S, neither the Corporation, nor any of its respective affiliates (within the meaning of the U.S. Securities Act)affiliates, nor or any person acting on any of its or their behalf (other than the Underwriters any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Shares to a person in the United States; or (B) any sale of Offered Shares unless, at the time the buy order was or will have been originatedUnderwriters, the purchaser is: (i) outside the United States; or (ii) the CorporationU.S. Affiliates, its affiliates, their affiliates and any person acting on their behalf reasonably believe that the purchaser is outside the United States; (d) neither the Corporation, nor any of its affiliates (within the meaning of the U.S. Securities Act), nor any person acting on any of their behalf (other than the Underwriters any U.S. Affiliate, or any members of the banking and selling group formed by thembehalf, as to whom the Corporation makes which no representation, warranty, covenant or agreement is made), (i) has engaged or will engage in any Directed Selling Efforts or has taken or will take any action (including the sale of securities into the United States) that would cause the exemption from registration afforded by Rule 144A and Regulation D or the exclusion from registration afforded by Regulation S to be unavailable for offers and sales of the Subscription Receipts pursuant to this Underwriting Agreement; (d) none of the Corporation, any of its affiliates, or any person acting on its or their behalf (other than the Underwriters, the U.S. Affiliates, their affiliates and any person acting on their behalf, as to which no representation, warranty, covenant or agreement is made) has taken or will take any action in violation of Regulation M under the U.S. Exchange Act in connection with offers and sales of the Subscription Receipts; (e) none of the Corporation, any of its affiliates, or any person acting on its or their behalf (other than the Underwriters, the U.S. Affiliates, their affiliates or any person acting on their behalf, as to which no representation, warranty, covenant or agreement is made) has engaged or will engage in any form of General Solicitation or General Advertising in connection with the offer or sale of the Subscription Receipts in the United States or has otherwise acted in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in connection with the offer or sale of the Subscription Receipts in the United States. (2) The Corporation reasonably believes that it has no Substantial U.S. Market Interest with respect to the Offered Common Shares. (3) Except with respect to offers and sales to Qualified Institutional Buyers and U.S. Accredited Investors purchasing as Substituted Purchasers, none of the Corporation, any of its affiliates, or any person acting on its or their behalf (other than the Underwriters, the U.S. Affiliates, their affiliates and any person acting on their behalf, as to which no representation, warranty, covenant or agreement is made), has made or will make any offers to sell or any sales of Subscription Receipts except for offers and sales made through the Underwriters and their U.S. Affiliates in compliance with this Schedule. Accordingly, except as set forth herein, the Corporation has not made or will not make (i) any offer to sell or solicitation of an offer to buy any of the Subscription Receipts to any persons who are in the United States or U.S. Persons, or who are acting for the account or benefit of a person in the United States or a U.S. Person, or (ii) any sale of the Subscription Receipts to any person unless (1) the offer to sell such securities was not made to such person in the United States, or (2) such person was outside the United States at the time it placed the order to purchase such securities, or the Underwriter, its affiliates and any person acting on its or their behalf reasonably believe that at the time such person placed the order to purchase such securities such person was outside the United States. (4) Except with respect to the offer and sale of the Subscription Receipts offered hereby, the Corporation has not, for a period of six months prior to the commencement of the Offering, sold, offered for sale or solicited any offer to buy any of its securities in the United States in a manner that would be integrated with the offer and sale of the Subscription Receipts and would cause the applicable exemption or exclusion exemptions from registration under the U.S. Securities Act afforded by set forth in Rule 144A or Rule 903 506 of Regulation S D to be become unavailable for offers with respect to the offer and sales sale of the Offered Shares pursuant to this Agreement;Subscription Receipts. (e5) None of the Corporation or any of its predecessors or affiliates have been subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminary or permanently enjoining such person for failure to comply with Rule 503 under Regulation D. (6) At each Closing Time, with respect to the offer and sale of the Regulation D Securities, none of the Corporation, any of its affiliates 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 participating in the offering of the Regulation D Securities, any beneficial owner of 20% or more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power, or any person acting on its or their behalf promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale of the Regulation D Securities (other than the Underwriters any U.S. Affiliate, or any members of the banking and selling group formed by themDealer Covered Person, as to whom no representation is made) is subject to any Disqualification Event. (7) At each Closing Time, the Corporation makes no representationis not aware of any person (other than any Dealer Covered Person) that has offered been or will offer to sell, be paid (directly or has solicited indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities. (8) none of the Corporation or will solicit offers to buy, any of its predecessors or subsidiaries has had the Offered Shares in registration of a class of securities under the U.S. Exchange Act revoked by the SEC pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated under the U.S. Exchange Act. (9) No determination has been made whether the Corporation is a “passive foreign investment company” within the meaning of section 1297(a) of the United States by means Internal Revenue Code of any form of General Solicitation or General Advertising;1986, as amended. (f10) The Corporation will complete and file with the Offered Shares SEC a Notice on Form D within 15 days after the first sale of Subscription Receipts pursuant to Rule 506(b) of Regulation D, and will make such filings with any applicable state securities commission as may be required by state law. (11) The Subscription Receipts and Underlying Securities are not, and as of the Closing Date or the Over-Allotment Closing Date, as the case may beTime, will not be, and no securities of the same class as the Offered Shares are: Subscription Receipts or Underlying Securities are or will be, (i) listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act; , (ii) quoted in an a “U.S. automated inter-dealer quotation system”, as such term is used in the U.S. Exchange Act; Rule 144A, or (iii) convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A) of less than ten percent 10% for securities so listed or quoted;. (g12) for For so long as the Offered Shares offered or any Subscription Receipts and Underlying Securities which have been sold in transactions that are exempt from the registration requirements of the U.S. Securities Act provided by United States in reliance upon Rule 144A are outstanding and are “"restricted securities” " within the meaning of Rule 144(a)(3) under the U.S. Securities Act and not eligible for resale pursuant to Rule 144(b)(1) under the U.S. Securities Act, at any time when and if the Corporation is neither not subject to and in compliance with the reporting requirements of Section 13 or 15(d) of the U.S. Exchange Actof, nor or exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunderunder, the U.S. Exchange Act, the Corporation shall provide will furnish to holders any holder of Offered Shares the Subscription Receipts or Underlying Securities in the United States and any prospective purchasers purchaser of the Subscription Receipts or Underlying Securities designated by such holdersholder in the United States, upon request of such holders, at or prior to the time of such saleholder, the information required to be provided delivered pursuant to Rule 144A(d)(4) under the U. S. Securities Act (so long as such requirement is necessary in order to permit holders of the Offered Shares to effect resales under Rule 144A). In connection with the private placement in the United States of subscription receipts (“Subscription Receipts”) of Generation Mining Limited (the “Corporation”) pursuant to the Underwriting Agreement dated June 5, 2019 among the Corporation and the Underwriters (the “Underwriting Agreement”), each of the undersigned does hereby certify as follows: (1) The U.S. Affiliate is on the date hereof, and was on the date of each offer and sale of the Subscription Receipts made by it in the United States or to, or for the account or benefit of U.S. Persons, a duly registered broker or dealer under the United States Securities and Exchange Act of 1934, as amended, and the securities laws of each state in which an offer or sale of Subscription Receipts was made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc., and all offers and sales of Subscription Receipts in the United States or to, or for the account or benefit of any person in the United States or any U.S. Person, by or through the U.S. Affiliate have been and will be effected in accordance with all U.S. federal and state broker-dealer requirements; (2) immediately prior to offering Subscription Receipts in the United States or to, or for the account or benefit of, person in the United States or a U.S. Person, we had reasonable grounds to believe and did believe that each such offeree was either a Qualified Institutional Buyer of a U.S. Accredited Investor purchasing as a Substituted Purchaser and, on the date hereof, we continue to believe that each such U.S. Purchaser purchasing Subscription Receipts through us is either a Qualified Institutional Buyer or a U.S. Accredited Investor purchasing as a Substituted Purchaser; (3) prior to any sale of Subscription Receipts to a U.S. Purchaser, such purchaser duly executed, at the time of purchase, the Subscription Agreement including any applicable Schedules thereto; (4) no form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D under the U.S. Securities Act) was used by us, including, without limitation, advertisements, articles, notices or other communications published on the internet or in any newspaper, magazine or similar media or broadcast over radio, television, or the internet, 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 Subscription Receipts in the United States or to, or for so long as the provision of such information is required to permit resales of such Offered Shares pursuant to Rule 144Aaccount or benefit of, a U.S. Person; (h5) the Offered Shares are we have not securities of an open-end investment company, unit investment trust or face-amount certificate company taken and will not take any action that is or is required to be registered under Section 8 of the Investment Company Act; and (i) none of the Corporation, its affiliates or any person on behalf of any of them (other than the Underwriters, any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation) has engaged or will engage in any would constitute a violation of Regulation M under the U.S. Exchange Act in connection with offers and sales of the Subscription Receipts; and (6) the offering of Offered Shares contemplated herebythe Subscription Receipts in the United States has been conducted by us in accordance with the terms of the Underwriting Agreement, including Schedule “A” thereto.

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants and covenants to the Underwriters that: (a) the Corporation it is a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest with respect to the Offered SharesSecurities; (b) the Corporation is not, and after giving effect to the offering of the Offered Shares Securities and the application of the proceeds as contemplated in the Underwriting Agreement and the U.S. Placement Memorandum will not be, required to register as an investment company within the meaning of the Investment Company Act; (c) except with respect to offers and sales of Offered Shares (i) to Qualified Institutional Buyers in reliance upon the exemption from registration under Rule 144A and to Eligible Discretionary Accounts, or (ii) in an Offshore Transaction in accordance with Rule 903 of Regulation S, neither the Corporation, Corporation nor any of its respective affiliates (within the meaning of the U.S. Securities Act)affiliates, nor any person acting on any of its or their behalf (other than the Underwriters any Underwriters, the U.S. AffiliateAffiliates, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Shares to a person in the United States; or (B) any sale of Offered Shares 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; (d) neither the Corporation, nor any of its affiliates (within the meaning of the U.S. Securities Act), nor any person acting on any of their behalf (other than the Underwriters any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation), (i) has engaged or will engage in any Directed Selling Efforts with respect to the Offered SharesSecurities, or (ii) has sold, offered for sale taken or solicited will take any offer to buy any of its securities in a manner action that would cause the applicable exemption or exclusion from registration under the U.S. Securities Act afforded by Rule 144A or Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Shares Securities pursuant to this Agreement; (ed) none of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriters any Underwriters, the U.S. AffiliateAffiliates, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Offered Shares Securities in the United States by means of any form of General Solicitation or General Advertising; (fe) the Offered Shares Securities are not, and as of the Closing Date or the Over-Allotment Closing Date, as the case may be, Time will not be, and no securities of the same class as the Offered Shares Securities are: (i) listed on a national securities exchange in the United States registered under Section 6 of 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 (iii) convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A) of less than ten percent for securities so listed or quoted; (gf) for so long as the Offered Shares offered or sold in transactions that are exempt from the registration requirements of the U.S. Securities Act provided by Rule 144A are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and not eligible for resale pursuant Act, the Corporation shall either, at the Corporation’s option: (i) furnish to the SEC all information required to be furnished in accordance with Rule 144(b)(112g3-2(b) under the U.S. Securities Exchange Act, at any time when the Corporation is neither subject to ; (ii) file reports and in compliance other information with the reporting requirements of SEC under Section 13 or 15(d) of the U.S. Exchange Act, nor exempt from such reporting requirements pursuant to Rule 12g3-2(b; or (iii) thereunder, the Corporation shall provide to holders of Offered Shares Securities and any prospective purchasers designated by such holders, upon request of such holders, at or prior to the time of such sale, the information required to be provided pursuant to Rule 144A(d)(4) under the U.S. Securities Act, for so long as the provision of such information is required to permit resales of such Offered Shares pursuant to Rule 144A;; and (hg) the Offered Shares Securities are not securities of an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act; and (i) none of the Corporation, its affiliates or any person on behalf of any of them (other than the Underwriters, any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation) has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with the offering of Offered Shares contemplated hereby.