Common use of Securities Laws Matters Clause in Contracts

Securities Laws Matters. The Subscriber is aware of and acknowledges and agrees with the Company as follows: (a) the Subscription Shares will not be registered under the federal Securities Act of 1933, as amended (the "Act"), in reliance on the so-called "private placement" exemption provided by Regulation D promulgated thereunder and will not be registered or qualified under applicable securities laws of any state in reliance on similar exemptions; (b) The Subscription Shares, when issued, will be "restricted securities" within the meaning of Rule 144 promulgated by the Securities and Exchange Commission (the "Commission") under the Act; (c) Any person to whom any of the Subscription Shares, or any interest therein, are transferred will, in turn, be subject to applicable retransfer restrictions; (d) The Subscriber fully comprehends that the Company is relying to a material degree on the representations, warranties and agreements contained herein and with such realization authorizes the Company to act as it may see fit in full reliance hereon, including the placement on the certificates or other documents evidencing the Subscription Shares of the following legend and any legends required by any applicable state securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD OR TRANSFERRED UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH THE ACT PRIOR TO PERMITTING A TRANSFER OF THE SECURITIES." The Subscriber understands that the imposition of such a legend condition may limit or destroy the value, and the value as collateral, of the Subscription Shares; (e) The Subscriber agrees that none of the Subscription Shares or any interest therein will be sold, transferred or otherwise disposed of unless registered under the Act, without his having first presented to the Company or its counsel (i) a written opinion of counsel experienced in securities law matters indicating that the proposed disposition will not be in violation of any of the registration provisions of the Act and the rules and regulations promulgated thereunder, or (ii) a "no-action" letter to such effect issued by the Staff of the Commission; and (f) The Subscriber acknowledges that the foregoing is not a complete statement of the law applicable to resale of the Subscription Shares, but merely an outline of some of the more salient features. For legal advice in these matters, the Subscriber will continue to rely on its own legal counsel as the Subscriber has throughout this transaction concerning the purchase of the Subscription Shares.

Securities Laws Matters. The Subscriber is aware of and acknowledges and agrees with the Company as follows: (a) The Acquiror is a “reporting issuer” under applicable Securities Laws in the Subscription Shares will provinces of British Columbia, Alberta and Manitoba, is not be registered on the list of reporting issuers in default under the federal Securities Act of 1933, as amended (the "Act"British Columbia), in reliance on the so-called "private placement" exemption provided by Regulation D promulgated thereunder Securities Act (Alberta), and will not be registered or qualified under Securities Act (Manitoba) and all other applicable Canadian provincial and territorial securities laws and the rules, regulations and published policies thereunder (collectively, "Securities Laws") of any state such provinces and is in reliance on similar exemptions;compliance, in all material respects, with such Securities Laws. (b) The Subscription SharesAcquiror has not taken any action to cease to be a reporting issuer in any province nor has the Acquiror received notification from any of the British Columbia Securities Commission, when issuedAlberta Securities Commission, will be "restricted securities" within the meaning Manitoba Securities Commission or any other applicable securities commissions or securities regulatory authorities of Rule 144 promulgated by the Securities and Exchange Commission a province of territory of Canada (collectively, the "CommissionSecurities Authorities") under seeking to revoke the Act;reporting issuer status of the Acquiror. (c) Any person The Acquiror has filed with the Securities Authorities all material forms, reports, schedules, statements and other documents required to whom any be filed pursuant to applicable Securities Laws by the Acquiror with the Securities Authorities since becoming a reporting issuer (the "Acquiror Filings"). The documents comprising Acquiror Filings did not, as of the Subscription Sharesdate filed (or if amended or superseded by a subsequent filing prior to the date of this Agreement, or on the date of such subsequent filing) contain any interest therein, are transferred will, in turn, be subject to applicable retransfer restrictions; (d) The Subscriber fully comprehends that the Company is relying to untrue statement of a material degree on fact or an omission to state a material fact that is required to be stated or that is necessary to make the representations, warranties and agreements statements contained herein and with such realization authorizes the Company to act as it may see fit therein not misleading in full reliance hereon, including the placement on the certificates or other documents evidencing the Subscription Shares light of the following legend and any legends required by any applicable state securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD OR TRANSFERRED UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH THE ACT PRIOR TO PERMITTING A TRANSFER OF THE SECURITIES." The Subscriber understands that the imposition of such a legend condition may limit or destroy the valuecircumstances in which they are made, and complied in all material respects with the value as collateral, requirements of applicable Securities Laws in Canada. Acquiror has not filed any confidential material change report which at the date of this Agreement remains confidential. As of the Subscription Shares; (e) The Subscriber agrees that date hereof, to the knowledge of the Acquiror, none of the Subscription Shares or any interest therein will be solddocuments publicly filed by Acquiror pursuant to Securities Laws since becoming a reporting issuer is the subject of an ongoing review by the Securities Authorities in Canada, transferred or otherwise disposed of unless registered under the Act, without his having first presented to the Company or its counsel (i) a written opinion of counsel experienced in securities law matters indicating that the proposed disposition will not be in violation of any of the registration provisions of the Act and the rules and regulations promulgated thereunder, or (ii) a "no-action" letter outstanding comments with respect to such effect issued filings by the Staff of Securities Authorities or outstanding investigation by the Commission; and (f) The Subscriber acknowledges that the foregoing is not a complete statement of the law applicable to resale of the Subscription Shares, but merely an outline of some of the more salient features. For legal advice Securities Authorities in these matters, the Subscriber will continue to rely on its own legal counsel as the Subscriber has throughout this transaction concerning the purchase of the Subscription SharesCanada.

Securities Laws Matters. (i) The Subscriber Newmarket Shares are listed on the TSX and posted for trading on the TSX and the OTCQX and, except for such listing and trading, no securities of Newmarket, are listed or quoted for trading on any other stock or securities exchange or market. No order, ruling or determination having the effect of ceasing or suspending trading in any securities of Newmarket has been issued and no proceedings for such purpose are pending or threatened. Other than as a result of this Agreement, neither Newmarket nor any of the Newmarket Subsidiaries has taken any action which would be reasonably expected to result in the delisting or suspension of Newmarket Shares on or from the TSX. (ii) Newmarket is aware a “reporting issuer” in each of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Xxxxxx Xxxxxx Island, and acknowledges Newfoundland and agrees Labrador (as that term is defined under applicable Canadian Securities Laws), and is not included in a list of defaulting reporting issuers (or equivalent) maintained by the applicable Securities Authorities in such provinces and Newmarket is not in default of any material provision of applicable Canadian Securities Laws. (iii) Newmarket has filed with the Company Securities Authorities, as follows:applicable, a true and complete copy of all Newmarket Disclosure Documents. The Newmarket Disclosure Documents at the time filed or, if amended, as of the date of such amendment: (A) did not contain any misrepresentation; and (B) complied in all material respects with the requirements of applicable Securities Laws and the rules, policies and instruments of all Securities Authorities having jurisdiction over Newmarket, except where such non-compliance has not had and would not reasonably be expected to have a Material Adverse Effect on Newmarket. Newmarket has not filed any confidential material change or other report or other document with any Securities Authorities or other self-regulatory authority which at the date hereof remains confidential. (aiv) Except as set forth above, Newmarket is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any securities Laws, including, without limitation, the Subscription Shares will not be registered under the federal Securities Act of 1933, as amended (the "Act"), in reliance on the so-called "private placement" exemption provided by Regulation D promulgated thereunder and will not be registered or qualified under applicable securities laws of any state in reliance on similar exemptions; (b) The Subscription Shares, when issued, will be "restricted securities" within the meaning of Rule 144 promulgated by the Securities and Exchange Commission (the "Commission") under the Act; (c) Any person to whom any of the Subscription Shares, United States or any interest therein, are transferred will, in turn, be subject to applicable retransfer restrictions; (d) The Subscriber fully comprehends that the Company is relying to a material degree on the representations, warranties and agreements contained herein and with such realization authorizes the Company to act as it may see fit in full reliance hereon, including the placement on the certificates or other documents evidencing the Subscription Shares of the following legend and any legends required by any applicable state securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD OR TRANSFERRED UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH THE ACT PRIOR TO PERMITTING A TRANSFER OF THE SECURITIESAustralia." The Subscriber understands that the imposition of such a legend condition may limit or destroy the value, and the value as collateral, of the Subscription Shares; (e) The Subscriber agrees that none of the Subscription Shares or any interest therein will be sold, transferred or otherwise disposed of unless registered under the Act, without his having first presented to the Company or its counsel (i) a written opinion of counsel experienced in securities law matters indicating that the proposed disposition will not be in violation of any of the registration provisions of the Act and the rules and regulations promulgated thereunder, or (ii) a "no-action" letter to such effect issued by the Staff of the Commission; and (f) The Subscriber acknowledges that the foregoing is not a complete statement of the law applicable to resale of the Subscription Shares, but merely an outline of some of the more salient features. For legal advice in these matters, the Subscriber will continue to rely on its own legal counsel as the Subscriber has throughout this transaction concerning the purchase of the Subscription Shares.

Securities Laws Matters. The Subscriber is aware of and acknowledges and agrees with the Company as follows: (a) The Common Shares are listed and posted for trading on the Subscription TSX. The Company has not taken any action which would reasonably be expected to result in the delisting or suspension of the Common Shares will not be registered on or from the TSX, and the Company is currently in compliance in all material respects with the rules and regulations of the TSX. None of the Subsidiaries of the Company is subject to any continuous or periodic, or other disclosure requirements under the federal Securities Act of 1933, as amended (the "Act"), in reliance on the so-called "private placement" exemption provided by Regulation D promulgated thereunder and will not be registered or qualified under applicable securities laws Laws of any state in reliance on similar exemptions;jurisdiction. (b) The Subscription SharesCompany is a “reporting issuer” in each of the provinces and territories of Canada and is not in default of any requirement under Securities Laws. The Company has complied in all material respects with applicable Securities Laws. The Company has not taken any action to cease to be a reporting issuer in any province or territory nor has the Company received notification from any Securities Authority seeking to revoke the reporting issuer status of the Company. No delisting, when issuedsuspension of trading or cease trade or other order or restriction with respect to any securities of the Company is pending or in effect or, will to the knowledge of the Company, has been threatened, or is expected to be "restricted securities" within implemented or undertaken, and the meaning of Rule 144 promulgated by the Securities and Exchange Commission (the "Commission") under the Act;Company is not, to its knowledge, subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction. (c) Any person The Company has timely filed or furnished all material forms, reports, schedules, statements and other documents required to whom any be filed or furnished by the Company in accordance with Securities Laws with the Securities Authorities or the TSX since January 1, 2019. Each of the Subscription SharesCompany Filings, as of their respective dates, and all forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein), complied as filed in all material respects with applicable Law and did not, as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such subsequent filing), contain any interest therein, are transferred will, in turn, be subject to applicable retransfer restrictions;Misrepresentation. (d) The Subscriber fully comprehends that the Company is relying to a has not filed any confidential material degree on the representations, warranties and agreements contained herein and with such realization authorizes the Company to act as it may see fit in full reliance hereon, including the placement on the certificates change report or other documents evidencing the Subscription Shares confidential document with any Securities Authority which remains confidential as of the following legend and date of this Agreement. There are no outstanding or unresolved comments in comment letters from any legends required by any applicable state securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD OR TRANSFERRED UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH THE ACT PRIOR TO PERMITTING A TRANSFER OF THE SECURITIES." The Subscriber understands that the imposition of such a legend condition may limit or destroy the value, and the value as collateral, of the Subscription Shares; (e) The Subscriber agrees that none of the Subscription Shares or any interest therein will be sold, transferred or otherwise disposed of unless registered under the Act, without his having first presented Securities Authority with respect to the Company or its counsel (i) a written opinion of counsel experienced in securities law matters indicating that the proposed disposition will not be in violation of any of the registration provisions Company Filings and neither the Company nor any of the Act and Company Filings is the rules and regulations promulgated thereundersubject of an ongoing Action, audit, review, comment or (ii) a "no-action" letter investigation by any Securities Authority or the TSX and, to such effect issued by the Staff knowledge of the Commission; and (f) The Subscriber acknowledges that the foregoing Company, no such Action, audit, review, comment or investigation is not a complete statement of the law applicable to resale of the Subscription Shares, but merely an outline of some of the more salient features. For legal advice in these matters, the Subscriber will continue to rely on its own legal counsel as the Subscriber has throughout this transaction concerning the purchase of the Subscription Sharesthreatened.

Securities Laws Matters. (i) The Subscriber Company is aware of and acknowledges and agrees with the Company as follows: (a) the Subscription Shares will not be registered a “reporting issuer” under the federal Securities Act securities Laws of 1933each of the provinces of British Columbia, as amended (the "Act")Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Xxxxxx Xxxxxx Island and Newfoundland, is not included on any list of reporting issuers in reliance on the so-called "private placement" exemption provided by Regulation D promulgated thereunder and will not be registered or qualified under applicable securities laws of any state in reliance on similar exemptions; (b) The Subscription Shares, when issued, will be "restricted securities" within the meaning of Rule 144 promulgated default maintained by the Securities Authorities, and Exchange Commission is not in default of any requirements of any Securities Laws. The Company has not taken any action to cease to be a reporting issuer in any such province nor has the Company received notification from any applicable Securities Authority seeking to revoke the reporting issuer status of the Company. No delisting, suspension of trading in or cease trading order with respect to any securities of the Company is in effect and to the knowledge of the Company, no inquiry or investigation (the "Commission"formal or informal) under the Act;by any Securities Authority, is pending, in effect or ongoing or threatened or expected to be implemented or undertaken. (cii) Any person The documents comprising the Company Filings comply as filed or furnished, or shall comply when filed or furnished, in all material respects with the requirements of applicable Securities Laws, did not at the time filed with or furnished to, and shall not at any time filed with or furnished to, the Securities Authorities, contain any untrue statement of a material fact or omit to whom state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. The Company is in compliance in all material respects with its timely and continuous disclosure obligations under Securities Laws and has been in compliance with such obligations since January 1, 2018. The Company has not filed any confidential material change report with the Securities Authorities which at the date hereof remains confidential. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the Securities Authorities with respect to any of the Subscription SharesCompany Filings. To the Company’s knowledge, or any interest therein, are transferred will, in turn, be subject to applicable retransfer restrictions; (d) The Subscriber fully comprehends that the Company is relying to a material degree on the representations, warranties and agreements contained herein and with such realization authorizes the Company to act as it may see fit in full reliance hereon, including the placement on the certificates or other documents evidencing the Subscription Shares of the following legend and any legends required by any applicable state securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOdate hereof, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD OR TRANSFERRED UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH THE ACT PRIOR TO PERMITTING A TRANSFER OF THE SECURITIES." The Subscriber understands that the imposition of such a legend condition may limit or destroy the value, and the value as collateral, of the Subscription Shares; (e) The Subscriber agrees that none of the Subscription Shares or any interest therein will be sold, transferred or otherwise disposed Company Filings is the subject of unless registered under the Act, without his having first presented to the Company or its counsel (i) a written opinion of counsel experienced in securities law matters indicating that the proposed disposition will not be in violation of any of the registration provisions of the Act and the rules and regulations promulgated thereunder, or (ii) a "no-action" letter to such effect issued an ongoing review by the Staff of Securities Authorities, outstanding comment by the Commission; and (f) The Subscriber acknowledges that Securities Authorities or outstanding investigation by the foregoing is not a complete statement of the law applicable to resale of the Subscription Shares, but merely an outline of some of the more salient features. For legal advice in these matters, the Subscriber will continue to rely on its own legal counsel as the Subscriber has throughout this transaction concerning the purchase of the Subscription SharesSecurities Authorities.

Securities Laws Matters. The Subscriber Company is aware a reporting issuer in the provinces of British Columbia, Alberta and acknowledges and agrees with the Company as follows: (a) the Subscription Shares will not be registered under the federal Securities Act of 1933, as amended Ontario (the "ActCompany Reporting Jurisdictions"), in reliance . The Common Shares are listed and posted for trading on the soTSX-called "private placement" exemption provided by Regulation D promulgated thereunder and will V. None of the Company nor any of its Subsidiaries is subject to any continuous or periodic, or other disclosure requirements under any securities laws in any jurisdiction except in respect of the Company in the Company Reporting Jurisdictions. The Company has not taken any action to cease to be registered or qualified under a reporting issuer in the Company Reporting Jurisdictions, nor has the Company received notification from any applicable securities laws of any state in reliance on similar exemptions; (b) The Subscription Shares, when issued, will be "restricted securities" within regulatory authorities seeking to revoke the meaning of Rule 144 promulgated by the Securities and Exchange Commission (the "Commission") under the Act; (c) Any person to whom any reporting issuer status of the Subscription SharesCompany. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Company or any interest therein, are transferred will, in turn, be subject to applicable retransfer restrictions; (d) The Subscriber fully comprehends that Subsidiary of the Company is relying pending, in effect, has been threatened, or is expected to a material degree on the representations, warranties and agreements contained herein and with such realization authorizes the Company to act as it may see fit in full reliance hereon, including the placement on the certificates be implemented or other documents evidencing the Subscription Shares of the following legend and any legends required by any applicable state securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD OR TRANSFERRED UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH THE ACT PRIOR TO PERMITTING A TRANSFER OF THE SECURITIES." The Subscriber understands that the imposition of such a legend condition may limit or destroy the valueundertaken, and the value Company is not subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction. The Company has filed all documents and information required to be filed by it, whether pursuant to applicable Securities Laws or otherwise, on SEDAR and with applicable securities regulatory authorities (including the TSX-V) except where non-compliance would not be material and adverse to the Company. The Company has not made any confidential filings with any securities regulatory authorities that, as collateralat the date of this Agreement, are not publicly available. As of the Subscription Shares; time each Company Filing was filed on SEDAR or with the applicable securities regulatory authority (eor, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) The Subscriber agrees that such Company Filing complied in all material respects with applicable Securities Laws; and (ii) none of the Subscription Shares Company Filings contained any Misrepresentation. Other than the transactions contemplated by this Agreement, there is no "material fact" or any interest therein will be sold, transferred or otherwise disposed "material change" (as those terms are defined in under applicable Securities Laws) in the affairs of unless registered under the Act, without his having first presented to the Company or its counsel (i) a written opinion of counsel experienced in securities law matters indicating that the proposed disposition will not be in violation of any of its Subsidiaries that has not been generally disclosed to the registration provisions of the Act and the rules and regulations promulgated thereunder, or (ii) a "no-action" letter to such effect issued by the Staff of the Commission; and (f) The Subscriber acknowledges that the foregoing is not a complete statement of the law applicable to resale of the Subscription Shares, but merely an outline of some of the more salient features. For legal advice in these matters, the Subscriber will continue to rely on its own legal counsel as the Subscriber has throughout this transaction concerning the purchase of the Subscription Sharespublic.

Securities Laws Matters. The Subscriber is aware of and acknowledges and agrees with the Company as follows: (a) the Subscription Shares will not be registered under the federal Camex has filed all documents required pursuant to Canadian Securities Act of 1933, as amended Laws (the "Act"“Camex Securities Documents”). As of their respective dates, the Camex Securities Documents complied in all material respects with the then applicable requirements of the Canadian Securities Laws and, at the respective times they were filed, none of the Camex Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make any statement therein, in reliance on light of the so-called "private placement" exemption provided by Regulation D promulgated thereunder and will circumstances under which it was made, not be registered or qualified under applicable securities laws of misleading. Camex has not filed any state in reliance on similar exemptions;confidential disclosure reports which have not at the date hereof become public knowledge. (b) The Subscription Shares, when issued, will be "restricted securities" within the meaning of Rule 144 promulgated by the Securities and Exchange Commission Camex is a “reporting issuer” (the "Commission"or its equivalent) under Canadian Securities Laws of each of the Act;Provinces of Alberta and British Columbia. Camex is not currently in default, in any material respect, of any requirement of Canadian Securities Laws and Camex is not included on a list of defaulting reporting issuers maintained by any of the securities commissions or similar regulatory authorities in each of such Provinces. (c) Any person Except as set forth above, Camex is not subject to whom continuous disclosure or other public reporting requirements under any Securities Laws or any securities Laws, including, without limitation, the securities Laws of the Subscription Shares, or any interest therein, are transferred will, in turn, be subject to applicable retransfer restrictions;United States. (d) The Subscriber fully comprehends that the Company is relying to a material degree Camex Shares are listed and posted for trading on the representationsNEX and, warranties except for such listing and agreements contained herein trading, no securities of Camex, are listed or quoted for trading on any other stock or securities exchange or market. No order, ruling or determination having the effect of ceasing or suspending trading in any securities of Camex has been issued and with no proceedings for such realization authorizes purpose are, to its knowledge, pending or threatened. Other than as a result of this Agreement, neither Camex nor the Company Camex Subsidiary has taken any action which would be reasonably expected to act as it may see fit result in full reliance hereon, including the placement on the certificates delisting or other documents evidencing the Subscription Shares suspension of the following legend and any legends required by any applicable state securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFCamex Shares on or from the NEX. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD OR TRANSFERRED UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH THE ACT PRIOR TO PERMITTING A TRANSFER OF THE SECURITIES." The Subscriber understands that the imposition of such a legend condition may limit or destroy the value, and the value as collateral, of the Subscription Shares; (e) The Subscriber agrees that none of the Subscription Shares or any interest therein will be sold, transferred or otherwise disposed of unless registered under the Act, without his having first presented to the Company or its counsel (i) a written opinion of counsel experienced in securities law matters indicating that the proposed disposition will not be in violation of any of the registration provisions of the Act and the rules and regulations promulgated thereunder, or (ii) a "no010017000-action" letter to such effect issued by the Staff of the Commission00145797; and (f) The Subscriber acknowledges that the foregoing is not a complete statement of the law applicable to resale of the Subscription Shares, but merely an outline of some of the more salient features. For legal advice in these matters, the Subscriber will continue to rely on its own legal counsel as the Subscriber has throughout this transaction concerning the purchase of the Subscription Shares.2 23

Securities Laws Matters. The Subscriber Purchaser is aware a reporting issuer in each of and acknowledges and agrees with the Company as follows: (a) the Subscription Shares will not be registered under the federal Securities Act provinces of 1933, as amended Canada (the "ActPurchaser Reporting Jurisdictions"). The Purchaser Shares are listed and posted for trading on the TSX in Canada and on the OTCQX in the United States, respectively. The Purchaser has not taken any action to cease to be a reporting issuer in the Purchaser Reporting Jurisdictions, nor has the Purchaser received notification from any applicable securities regulatory authorities seeking to revoke the reporting issuer status of the Purchaser. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Purchaser is pending, in reliance on the so-called "private placement" exemption provided by Regulation D promulgated thereunder and will not be registered or qualified under applicable securities laws of any state in reliance on similar exemptions; (b) The Subscription Shareseffect, when issued, will be "restricted securities" within the meaning of Rule 144 promulgated by the Securities and Exchange Commission (the "Commission") under the Act; (c) Any person to whom any of the Subscription Shareshas been threatened, or any interest therein, are transferred will, in turn, is expected to be subject to applicable retransfer restrictions; (d) The Subscriber fully comprehends that the Company is relying to a material degree on the representations, warranties and agreements contained herein and with such realization authorizes the Company to act as it may see fit in full reliance hereon, including the placement on the certificates implemented or other documents evidencing the Subscription Shares of the following legend and any legends required by any applicable state securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD OR TRANSFERRED UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH THE ACT PRIOR TO PERMITTING A TRANSFER OF THE SECURITIES." The Subscriber understands that the imposition of such a legend condition may limit or destroy the valueundertaken, and the value Purchaser is not subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction. The Purchaser has filed all documents and information required to be filed by it, whether pursuant to applicable Securities Laws or otherwise, on SEDAR and with applicable securities regulatory authorities (including the TSX), except where non-compliance would not be material and adverse to the Purchaser. The Purchaser has not made any confidential filings with any securities regulatory authorities that, as collateralat the date of this Agreement, are not publicly available. As of the Subscription Shares; time each Purchaser Filing was filed on SEDAR or with the applicable securities regulatory authority (eor, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) The Subscriber agrees that such Purchaser Filing complied in all material respects with applicable Securities Laws; and (ii) none of the Subscription Shares Purchaser Filings contained any Misrepresentation. Other than the transactions contemplated by this Agreement, there is no "material fact" or any interest therein will be sold, transferred or otherwise disposed "material change" (as those terms are defined in under applicable Securities Laws) in the affairs of unless registered under the Act, without his having first presented Purchaser that has not been generally disclosed to the Company or its counsel (i) a written opinion of counsel experienced in securities law matters indicating that the proposed disposition will not be in violation of any of the registration provisions of the Act and the rules and regulations promulgated thereunder, or (ii) a "no-action" letter to such effect issued by the Staff of the Commission; and (f) The Subscriber acknowledges that the foregoing is not a complete statement of the law applicable to resale of the Subscription Shares, but merely an outline of some of the more salient features. For legal advice in these matters, the Subscriber will continue to rely on its own legal counsel as the Subscriber has throughout this transaction concerning the purchase of the Subscription Sharespublic.

Securities Laws Matters. The Subscriber Corporation is aware of and acknowledges and agrees with the Company as follows: (a) the Subscription Shares will not be registered a “reporting issuer” under the federal Securities Act Laws of 1933the provinces of British Columbia, as amended (the "Act"), in reliance Alberta and Ontario and no other provinces or territories and is not on the so-called "private placement" exemption provided by Regulation D promulgated thereunder and will not be registered list of defaulting issuers (or qualified under applicable securities laws of any state in reliance on similar exemptions; (b) The Subscription Shares, when issued, will be "restricted securities" within the meaning of Rule 144 promulgated by the Securities and Exchange Commission (the "Commission"equivalent) under the Act; (c) Any person to whom Securities Laws of any province or territory. The Common Shares are listed and posted for trading on each of the Subscription SharesExchanges. None of the Corporation’s subsidiaries is subject to any continuous or periodic, or other disclosure requirements under any interest therein, are transferred will, Securities Laws in turn, be subject to applicable retransfer restrictions; (d) any jurisdiction. The Subscriber fully comprehends that the Company Corporation is relying to a material degree on the representations, warranties and agreements contained herein and with such realization authorizes the Company to act as it may see fit not in full reliance hereon, including the placement on the certificates or other documents evidencing the Subscription Shares of the following legend and any legends required by any applicable state securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD OR TRANSFERRED UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH THE ACT PRIOR TO PERMITTING A TRANSFER OF THE SECURITIES." The Subscriber understands that the imposition of such a legend condition may limit or destroy the value, and the value as collateral, of the Subscription Shares; (e) The Subscriber agrees that none of the Subscription Shares or any interest therein will be sold, transferred or otherwise disposed of unless registered under the Act, without his having first presented to the Company or its counsel (i) a written opinion of counsel experienced in securities law matters indicating that the proposed disposition will not be in violation default of any material requirements of the registration provisions of the Act and any Securities Laws or the rules and regulations promulgated thereunderof the Exchanges. The Corporation has not taken any action to cease to be a reporting issuer in any of the provinces or territories of Canada nor has the Corporation received notification from any Securities Authority seeking to revoke the reporting issuer status of the Corporation. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Corporation is pending, in effect, has been threatened, or (ii) a "no-action" letter is expected to be implemented or undertaken, and to the knowledge of the Corporation, the Corporation is not subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such effect issued order or restriction. The Corporation has timely filed or furnished with any Governmental Authority all forms, reports, schedules, statements and other documents required to be filed or furnished under Securities Laws or furnished by the Staff Corporation with the appropriate Governmental Authority since January 1, 2014. The documents comprising the Public Disclosure Record complied as filed or furnished in all material respects with Securities Laws and did not, as of the Commission; and date filed or furnished (for, if amended or superseded by a subsequent filing or submission prior to the date of this Agreement, on the date of such filing or submission), contain any Misrepresentation. The Corporation has not filed any confidential material change report (which at the date of this Agreement remains confidential) The Subscriber acknowledges that the foregoing is not a complete statement or any other confidential filings (other than portions of filings which have been redacted) filed to or furnished with, as applicable, any Securities Authority. There are no outstanding or unresolved comments from any Securities Authority with respect to any of the law applicable Public Disclosure Record and to resale knowledge of the Subscription SharesCorporation, but merely an outline of some neither the Corporation nor any of the more salient features. For legal advice in these mattersPublic Disclosure Record is subject of an ongoing audit, the Subscriber will continue to rely on its own legal counsel as the Subscriber has throughout this transaction concerning the purchase review, comment or investigation by any Securities Authority or either of the Subscription SharesExchanges.

Securities Laws Matters. The Subscriber is aware of and acknowledges and agrees with the Company as follows: (a) The Acquiror is a “reporting issuer” under applicable Securities Laws in the Subscription Shares will Provinces of British Columbia, Alberta and Ontario, is not be registered on the list of reporting issuers in default under the federal Securities Act of 1933, as amended (the "Act"British Columbia), in reliance on the so-called "private placement" exemption provided by Regulation D promulgated thereunder Securities Act (Alberta), and will not be registered or qualified under Securities Act (Ontario) and all other applicable Canadian provincial and territorial securities laws and the rules, regulations and published policies thereunder (collectively, "Securities Laws") of any state such provinces and is in reliance on similar exemptions;compliance, in all material respects, with such Securities Laws. (b) The Subscription Shares, when issued, will be "restricted securities" within Canada Coal Shares are listed and posted for trading on the meaning of Rule 144 promulgated by the Securities and Exchange Commission (the "Commission") NEX under the Act;trading symbol “CCK”. (c) Any person The Acquiror has not taken any action to whom cease to be a reporting issuer in any province nor has the Acquiror received notification from any of the Subscription SharesBritish Columbia Securities Commission, Alberta Securities Commission, Ontario Securities Commission or any interest thereinother applicable securities commissions or securities regulatory authorities of a province of territory of Canada (collectively, are transferred will, in turn, be subject the "Securities Authorities") seeking to applicable retransfer restrictions;revoke the reporting issuer status of the Acquiror. (d) The Subscriber fully comprehends that Acquiror has filed with the Company is relying Securities Authorities all material forms, reports, schedules, statements and other documents required to be filed pursuant to applicable Securities Laws by the Acquiror with the Securities Authorities since becoming a reporting issuer (the "Acquiror Filings"). The documents comprising Acquiror Filings did not, as of the date filed (or if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such subsequent filing) contain any untrue statement of a material degree on fact or an omission to state a material fact that is required to be stated or that is necessary to make the representations, warranties and agreements statements contained herein and with such realization authorizes the Company to act as it may see fit therein not misleading in full reliance hereon, including the placement on the certificates or other documents evidencing the Subscription Shares light of the following legend and any legends required by any applicable state securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD OR TRANSFERRED UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH THE ACT PRIOR TO PERMITTING A TRANSFER OF THE SECURITIES." The Subscriber understands that the imposition of such a legend condition may limit or destroy the valuecircumstances in which they are made, and complied in all material respects with the value as collateral, requirements of applicable Securities Laws in Canada. Acquiror has not filed any confidential material change report which at the date of this Agreement remains confidential. As of the Subscription Shares; (e) The Subscriber agrees that date hereof, to the knowledge of the Acquiror, none of the Subscription Shares or any interest therein will be solddocuments publicly filed by Acquiror pursuant to Securities Laws since becoming a reporting issuer is the subject of an ongoing review by the Securities Authorities in Canada, transferred or otherwise disposed of unless registered under the Act, without his having first presented to the Company or its counsel (i) a written opinion of counsel experienced in securities law matters indicating that the proposed disposition will not be in violation of any of the registration provisions of the Act and the rules and regulations promulgated thereunder, or (ii) a "no-action" letter outstanding comments with respect to such effect issued filings by the Staff of Securities Authorities or outstanding investigation by the Commission; and (f) The Subscriber acknowledges that the foregoing is not a complete statement of the law applicable to resale of the Subscription Shares, but merely an outline of some of the more salient features. For legal advice Securities Authorities in these matters, the Subscriber will continue to rely on its own legal counsel as the Subscriber has throughout this transaction concerning the purchase of the Subscription SharesCanada.

Securities Laws Matters. The Subscriber Company is aware a “reporting issuer” or the equivalent and not on the list of reporting issuers in default (or similar list) under applicable Canadian Securities Laws in each of the provinces and acknowledges and agrees with territories of Canada. The Company has not taken any action to cease to be a reporting issuer in any province of Canada nor has the Company as follows: received notification from any Canadian Securities Regulator seeking to revoke the reporting issuer status of the Company. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Company is pending or, to the knowledge the Company, threatened. The Company has (ai) the Subscription Shares will not be registered under the federal Securities Act of 1933filed with or furnished, as amended (applicable, all material reports, schedules, forms, statements, certifications, prospectuses, registration statements and other documents required to be filed or furnished, as applicable, by the "Act"), in reliance on the so-called "private placement" exemption provided by Regulation D promulgated thereunder and will not be registered or qualified Company under applicable securities laws of any state in reliance on similar exemptions; Securities Laws (bincluding those required to be filed or furnished with or to the applicable Canadian Securities Regulators and the SEC) The Subscription Sharessince March 2, when issued2020, will be "restricted securities" within the meaning of Rule 144 promulgated by the Securities and Exchange Commission (the "Commission") under the Act; (c) Any person to whom any of the Subscription Shares, or any interest therein, are transferred will, in turn, be subject to applicable retransfer restrictions; (d) The Subscriber fully comprehends including all reports that the Company is relying was required to file pursuant to Section 13 of the Exchange Act and (ii) submitted electronically and posted on its corporate website all Interactive Data Files that Parent was required to have submitted and posted since March 2, 2020, pursuant to Rule 405 of Regulation S-T. As of their respective filing dates (or, if amended or superseded by a material degree filing prior to the date of this Agreement, then on the representations, warranties and agreements contained herein and with such realization authorizes the Company to act as it may see fit in full reliance hereon, including the placement on the certificates or other documents evidencing the Subscription Shares of the following legend and any legends required by any applicable state securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD OR TRANSFERRED UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH THE ACT PRIOR TO PERMITTING A TRANSFER OF THE SECURITIES." The Subscriber understands that the imposition date of such a legend condition may limit or destroy the value, and the value as collateral, of the Subscription Shares; (efiling) The Subscriber agrees that none of the Subscription Shares Public Disclosure Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has not filed any interest therein will be soldconfidential material change report with any Canadian Securities Regulators or the SEC which at the date hereof remains confidential. The Company is in compliance in all material respects with all current listing requirements of each of the NYSE and TSX, transferred or otherwise disposed of unless registered under the Act, without his having first presented applicable to the Company or its counsel (i) a written opinion of counsel experienced in securities law matters indicating that the proposed disposition will not be in violation of any of the registration provisions of the Act and the rules and regulations promulgated thereunder, or (ii) a "no-action" letter to such effect issued by the Staff of the Commission; and (f) The Subscriber acknowledges that the foregoing is not a complete statement of the law applicable to resale of the Subscription Shares, but merely an outline of some of the more salient features. For legal advice in these matters, the Subscriber will continue to rely on its own legal counsel as the Subscriber has throughout this transaction concerning the purchase of the Subscription SharesCompany.

Securities Laws Matters. (i) The Subscriber Company is aware a “reporting issuer” under the Canadian Securities Laws of each of the provinces of British Columbia, Alberta, Manitoba, Ontario, Quebec, New Brunswick and acknowledges Nova Scotia and agrees is not noted as being in default on the list of reporting issuers maintained under applicable Canadian Securities Laws of such jurisdictions and the Company Shares are listed for trading on the TSXV, and in particular, without limiting the foregoing, the Company is in compliance with its disclosure obligations under Canadian Securities Laws. All filings and fees due and payable by the Company pursuant to Canadian Securities Laws and general corporate law have been made and paid. The Company has not taken any action to cease to be a reporting issuer in any jurisdiction in which it is a reporting issuer and has not received any notification from a Securities Regulator seeking to revoke the reporting issuer status of the Company. Neither the Company nor any of its Subsidiaries is subject to public company reporting obligations in any other jurisdiction. (ii) No securities commission or similar regulatory authority or stock exchange has issued any award, decision, injunction, judgment, order, ruling, subpoena, or verdict preventing or suspending trading of any securities of the Company, and the Company is not in default of any material requirement of applicable Canadian Securities Laws. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Company is pending or, to the knowledge of the Company, threatened or is expected to be implemented or undertaken, and the Company is not subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction. (iii) As of their respective filing dates, each of the Company Public Documents complied with the requirements of applicable Canadian Securities Laws and none of the Company as follows:Public Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. (a) the Subscription Shares will not be registered under the federal Securities Act of 1933, as amended (the "Act"), in reliance on the so-called "private placement" exemption provided by Regulation D promulgated thereunder and will not be registered or qualified under applicable securities laws of any state in reliance on similar exemptions; (biv) The Subscription Shares, when issued, will be "restricted securities" Company is a “foreign private issuer” within the meaning of Rule 144 promulgated by the Securities and Exchange Commission (the "Commission") 405 of Regulation C under the Act;U.S. Securities Act of 1933. (c) Any person to whom any of the Subscription Shares, or any interest therein, are transferred will, in turn, be subject to applicable retransfer restrictions; (dv) The Subscriber fully comprehends that the Company is relying to a material degree on the representations, warranties and agreements contained herein and with such realization authorizes the Company to act as it may see fit in full reliance hereon, including the placement on the certificates or other documents evidencing the Subscription Shares of the following legend and any legends required by any applicable state securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD OR TRANSFERRED UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH THE ACT PRIOR TO PERMITTING A TRANSFER OF THE SECURITIES." The Subscriber understands that the imposition of such a legend condition may limit or destroy the valuenot registered, and the value is not required to be registered, as collateral, of the Subscription Shares; (e) The Subscriber agrees that none of the Subscription Shares or any interest therein will be sold, transferred or otherwise disposed of unless registered under the Act, without his having first presented an “investment company” pursuant to the U.S. Investment Company or its counsel (i) a written opinion Act of counsel experienced in securities law matters indicating that the proposed disposition will not be in violation of any of the registration provisions of the Act and the rules and regulations promulgated thereunder, or (ii) a "no-action" letter to such effect issued by the Staff of the Commission; and (f) The Subscriber acknowledges that the foregoing is not a complete statement of the law applicable to resale of the Subscription Shares, but merely an outline of some of the more salient features. For legal advice in these matters, the Subscriber will continue to rely on its own legal counsel as the Subscriber has throughout this transaction concerning the purchase of the Subscription Shares1940.

Securities Laws Matters. The Subscriber Company is aware a reporting issuer in the provinces of British Columbia, Alberta and acknowledges Ontario (the “Company Reporting Jurisdictions”). The Common Shares are listed and agrees with posted for trading on the CSE. None of the Company as follows: (a) nor any of its Subsidiaries are subject to any continuous or periodic, or other disclosure requirements under any securities laws in any jurisdiction except in respect of the Subscription Shares will Company in the Company Reporting Jurisdictions. The Company has not taken any action to cease to be registered under a reporting issuer in the federal Securities Act of 1933Company Reporting Jurisdictions, as amended (nor has the "Act"), in reliance on the so-called "private placement" exemption provided by Regulation D promulgated thereunder and will not be registered or qualified under Company received notification from any applicable securities laws of any state in reliance on similar exemptions; (b) The Subscription Shares, when issued, will be "restricted securities" within regulatory authorities seeking to revoke the meaning of Rule 144 promulgated by the Securities and Exchange Commission (the "Commission") under the Act; (c) Any person to whom any reporting issuer status of the Subscription SharesCompany. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Company or any interest therein, are transferred will, in turn, be subject to applicable retransfer restrictions; (d) The Subscriber fully comprehends that Subsidiary of the Company is relying pending, in effect, has been threatened, or is expected to a material degree on the representations, warranties and agreements contained herein and with such realization authorizes the Company to act as it may see fit in full reliance hereon, including the placement on the certificates be implemented or other documents evidencing the Subscription Shares of the following legend and any legends required by any applicable state securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD OR TRANSFERRED UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH THE ACT PRIOR TO PERMITTING A TRANSFER OF THE SECURITIES." The Subscriber understands that the imposition of such a legend condition may limit or destroy the valueundertaken, and the value Company is not subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction. The Company has filed all documents and information required to be filed by it, whether pursuant to applicable Securities Laws or otherwise, on SEDAR and with applicable securities regulatory authorities, except as collateral, set forth in Section 6 of the Subscription Shares; Company Disclosure Letter or where non-compliance would not be material and adverse to the Company. The Company has not made any confidential filings with any securities regulatory authorities that, as at the date of this Agreement, are not publicly available. As of the time each Company Filing was filed on SEDAR or with the applicable securities regulatory authority (eor, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) The Subscriber agrees that such Company Filing complied in all material respects with applicable Securities Laws; and (ii) none of the Subscription Shares Company Filings contained any untrue statement of a material fact or any interest omitted to state a material fact required to be stated therein will be soldor necessary in order to make the statements therein, transferred in light of the circumstances under which they were made, not misleading. There is no “material fact” or otherwise disposed “material change” (as those terms are defined in under applicable Securities Laws) in the affairs of unless registered under the Act, without his having first presented to the Company or its counsel (i) a written opinion of counsel experienced in securities law matters indicating that the proposed disposition will not be in violation of any of its Subsidiaries that has not been generally disclosed to the registration provisions of the Act and the rules and regulations promulgated thereunder, or (ii) a "no-action" letter to such effect issued by the Staff of the Commission; and (f) The Subscriber acknowledges that the foregoing is not a complete statement of the law applicable to resale of the Subscription Shares, but merely an outline of some of the more salient features. For legal advice in these matters, the Subscriber will continue to rely on its own legal counsel as the Subscriber has throughout this transaction concerning the purchase of the Subscription Sharespublic.

Securities Laws Matters. The Subscriber is aware of and acknowledges and agrees with the Company as follows:‌ (a) Magnolia is current in the Subscription Shares will not filing of all public disclosure documents required to be registered filed by Magnolia under applicable Canadian Securities Laws (the federal “Magnolia Securities Act of 1933Documents”). Since January 1, 2020, as amended (of their respective dates, the "Act")Magnolia Securities Documents complied in all material respects with the then applicable requirements of the Canadian Securities Laws, in reliance except where such non-compliance was not and would not reasonably be expected to have a Material Adverse Effect on the so-called "private placement" exemption provided by Regulation D promulgated thereunder and will not be registered or qualified under applicable securities laws of any state in reliance on similar exemptions;Magnolia.‌ (b) The Subscription SharesSince January 1, when issued2020, will at the respective times they were filed, none of the Magnolia Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be "restricted securities" within stated therein or necessary to make any statement therein, in light of the meaning of Rule 144 promulgated by circumstances under which it was made, not misleading. Magnolia has not filed any confidential disclosure reports which have not at the Securities and Exchange Commission (the "Commission") under the Act;date hereof become public knowledge. (c) Any person to whom Magnolia is a “reporting issuer” (or its equivalent) under Canadian Securities Laws of each of the Provinces of Alberta, British Columbia and Ontario. Magnolia is not currently in default, in any material respect, of any requirement of Canadian Securities Laws and Magnolia is not included on a list of defaulting reporting issuers maintained by any of the Subscription Shares, securities commissions or any interest therein, are transferred will, similar regulatory authorities in turn, be subject to applicable retransfer restrictions;each of such Provinces. (d) The Subscriber fully comprehends that the Company Except as set forth above, Magnolia is relying not subject to a material degree on the representations, warranties and agreements contained herein and with such realization authorizes the Company to act as it may see fit in full reliance hereon, including the placement on the certificates continuous disclosure or other documents evidencing public reporting requirements under any securities Laws, including, without limitation, the Subscription Shares securities Laws of the following legend and any legends required by any applicable state securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD OR TRANSFERRED UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH THE ACT PRIOR TO PERMITTING A TRANSFER OF THE SECURITIESUnited States." The Subscriber understands that the imposition of such a legend condition may limit or destroy the value, and the value as collateral, of the Subscription Shares; (e) The Subscriber agrees that none Magnolia Shares are listed and posted for trading on the TSXV and, except for such listing and trading, no securities of the Subscription Shares Magnolia are listed or quoted for trading on any interest therein will be soldother stock or securities exchange or market. No order, transferred ruling or otherwise disposed of unless registered under the Act, without his determination having first presented to the Company or its counsel (i) a written opinion of counsel experienced in securities law matters indicating that the proposed disposition will not be in violation of any of the registration provisions of the Act and the rules and regulations promulgated thereunder, or (ii) a "no-action" letter to such effect issued by the Staff of the Commission; and (f) The Subscriber acknowledges that the foregoing is not a complete statement of the law applicable to resale of the Subscription Shares, but merely an outline of some of the more salient features. For legal advice in these matters, the Subscriber will continue to rely on its own legal counsel as the Subscriber has throughout this transaction concerning the purchase of the Subscription Shares.the

Securities Laws Matters. The Subscriber is aware of and acknowledges and agrees with the Company as follows: (a) the Subscription Shares will not be registered under the federal Securities Act of 1933, as amended (the "Act"), in reliance on the so-called "private placement" exemption provided by Regulation D promulgated thereunder and will not be registered or qualified The Corporation is a “reporting issuer” under applicable securities laws Securities Laws in each of the provinces of Canada, and is not in default of any state material requirements of any Securities Laws applicable in reliance such jurisdictions or the rules or regulations of the TSX. The Shares have not been listed or quoted by the Corporation on similar exemptions;any market other than the TSX. No order ceasing or suspending trading in securities of the Corporation or prohibiting the sale of such securities has been issued and is currently outstanding against the Corporation or, to the knowledge of the Corporation, against any of its directors or officers. (b) The Subscription SharesCorporation has not taken any action to cease to be a reporting issuer in any province of Canada nor has the Corporation received notification from any Securities Authority seeking to revoke the reporting issuer status of the Corporation. No Action or Order for the delisting, when issuedsuspension of trading in, will cease trade order or other order or restriction with respect to the securities of the Corporation is pending or, to the knowledge of the Corporation, threatened or expected to be "restricted securities" within implemented or undertaken and, to the meaning knowledge of Rule 144 promulgated by the Securities and Exchange Commission (Corporation, the "Commission") under the Act;Corporation is not subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction. (c) Any person The documents comprising the Corporation’s Public Disclosure Record did not at the time filed (or, if amended or superseded by a subsequent filing, on the date of such filing) with the Securities Authorities contain any untrue statement of a material fact or omit to whom state a material fact required to be stated therein or necessary to make the statements therein, not misleading in light of the circumstances under which they were made. The Corporation has timely filed with the Securities Authorities all material forms, reports, schedules, statements and other documents required to be filed by the Corporation with the Securities Authorities, except where the failure to timely file would individually or in the aggregate reasonably be expected to have a Material Adverse Effect. The Corporation has not filed any confidential material change report with the Securities Authorities which at the date hereof remains confidential or any other confidential filings filed to or furnished with, as applicable, any Securities Authorities. There are no outstanding or unresolved comments in comment letters from any Securities Authorities with respect to any filings by the Corporation with the TSX or Securities Authorities, and, to the knowledge of the Corporation, neither the Corporation nor any of the Subscription Sharesfilings by the Corporation with the TSX or Securities Authorities is subject of an ongoing audit, review, comment or any interest therein, are transferred will, in turn, be subject to applicable retransfer restrictions; (d) The Subscriber fully comprehends that the Company is relying to a material degree on the representations, warranties and agreements contained herein and with such realization authorizes the Company to act as it may see fit in full reliance hereon, including the placement on the certificates or other documents evidencing the Subscription Shares of the following legend and any legends required investigation by any applicable state securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD OR TRANSFERRED UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH THE ACT PRIOR TO PERMITTING A TRANSFER OF THE SECURITIESSecurities Authorities or the TSX." The Subscriber understands that the imposition of such a legend condition may limit or destroy the value, and the value as collateral, of the Subscription Shares; (e) The Subscriber agrees that none of the Subscription Shares or any interest therein will be sold, transferred or otherwise disposed of unless registered under the Act, without his having first presented to the Company or its counsel (i) a written opinion of counsel experienced in securities law matters indicating that the proposed disposition will not be in violation of any of the registration provisions of the Act and the rules and regulations promulgated thereunder, or (ii) a "no-action" letter to such effect issued by the Staff of the Commission; and (f) The Subscriber acknowledges that the foregoing is not a complete statement of the law applicable to resale of the Subscription Shares, but merely an outline of some of the more salient features. For legal advice in these matters, the Subscriber will continue to rely on its own legal counsel as the Subscriber has throughout this transaction concerning the purchase of the Subscription Shares.

Securities Laws Matters. The Subscriber Purchaser is aware a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Xxxxxx Xxxxxx Island and acknowledges and agrees with the Company as follows: (a) the Subscription Shares will not be registered under the federal Securities Act of 1933, as amended Newfoundland (the "Act"“Purchaser Reporting Jurisdictions”). The common shares of the Purchaser are listed and posted for trading on the CSE. Except as set forth in Section 6 of the Purchaser Disclosure Letter, the Purchaser is not subject to any continuous or periodic, or other disclosure requirements under any securities laws in any jurisdiction except in respect of the Purchaser in the Purchaser Reporting Jurisdictions. The Purchaser has not taken any action to cease to be a reporting issuer in the Purchaser Reporting Jurisdictions, nor has the Purchaser received notification from any applicable securities regulatory authorities seeking to revoke the reporting issuer status of the Purchaser. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Purchaser is pending, in reliance on the so-called "private placement" exemption provided by Regulation D promulgated thereunder and will not be registered or qualified under applicable securities laws of any state in reliance on similar exemptions; (b) The Subscription Shareseffect, when issued, will be "restricted securities" within the meaning of Rule 144 promulgated by the Securities and Exchange Commission (the "Commission") under the Act; (c) Any person to whom any of the Subscription Shareshas been threatened, or any interest therein, are transferred will, in turn, is expected to be subject to applicable retransfer restrictions; (d) The Subscriber fully comprehends that the Company is relying to a material degree on the representations, warranties and agreements contained herein and with such realization authorizes the Company to act as it may see fit in full reliance hereon, including the placement on the certificates implemented or other documents evidencing the Subscription Shares of the following legend and any legends required by any applicable state securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD OR TRANSFERRED UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH THE ACT PRIOR TO PERMITTING A TRANSFER OF THE SECURITIES." The Subscriber understands that the imposition of such a legend condition may limit or destroy the valueundertaken, and the value Purchaser is not subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction. The Purchaser has filed all documents and information required to be filed by it, whether pursuant to applicable Securities Laws or otherwise, on SEDAR and with applicable securities regulatory authorities, except where non- compliance would not be material and adverse to the Purchaser. The Purchaser has not made any confidential filings with any securities regulatory authorities that, as collateralat the date of this Agreement, are not publicly available. As of the Subscription Shares; time each Purchaser Filing was filed on SEDAR or with the applicable securities regulatory authority (eor, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) The Subscriber agrees that such Purchaser Filing complied in all material respects with applicable Securities Laws; and (ii) none of the Subscription Shares Purchaser Filings contained any Misrepresentation. Other than the transactions contemplated by this Agreement, there is no “material fact” or any interest therein will be sold, transferred or otherwise disposed “material change” (as those terms are defined in under applicable Securities Laws) in the affairs of unless registered under the Act, without his having first presented Purchaser that has not been generally disclosed to the Company or its counsel (i) a written opinion of counsel experienced in securities law matters indicating that the proposed disposition will not be in violation of any of the registration provisions of the Act and the rules and regulations promulgated thereunder, or (ii) a "no-action" letter to such effect issued by the Staff of the Commission; and (f) The Subscriber acknowledges that the foregoing is not a complete statement of the law applicable to resale of the Subscription Shares, but merely an outline of some of the more salient features. For legal advice in these matters, the Subscriber will continue to rely on its own legal counsel as the Subscriber has throughout this transaction concerning the purchase of the Subscription Sharespublic.

Securities Laws Matters. The Subscriber is aware of and acknowledges and agrees with the Company as follows: (a) the Subscription Shares will not be registered under the federal Securities Act of 1933, as amended (the "Act"), in reliance on the so-called "private placement" exemption provided by Regulation D promulgated thereunder and will not be registered or qualified under applicable securities laws of any state in reliance on similar exemptions; (b) The Subscription Shares, when issued, will be "restricted securities" within the meaning of Rule 144 promulgated by the Securities and Exchange Commission (the "Commission") under the Act; (c) Any person to whom any of the Subscription Shares, or any interest therein, are transferred will, in turn, be subject to applicable retransfer restrictions; (d) The Subscriber fully comprehends that the Company is relying to a material degree on the representations, warranties and agreements contained herein and with such realization authorizes the Company to act as it may see fit in full reliance hereon, including the placement on the certificates or other documents evidencing the Subscription Shares of the following legend and any legends required by any applicable state securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD OR TRANSFERRED UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH THE ACT PRIOR TO PERMITTING A TRANSFER OF THE SECURITIES." The Subscriber understands that the imposition of such a legend condition may limit or destroy the value, and the value as collateral, of the Subscription Shares; (e) The Subscriber agrees that none of the Subscription Shares or any interest therein will be sold, transferred or otherwise disposed of unless registered under the Act, without his having first presented to the Company or its counsel (i) a written opinion The Common Shares are listed and posted for trading on the TSXV and except for such listing and trading, Buyer has not made arrangements for any securities of counsel experienced Buyer to be listed or quoted for trading on any other stock or securities exchange or market. No order, ruling or determination having the effect of ceasing or suspending trading in any securities law matters indicating that of Buyer has been issued and no proceedings for such purpose are pending or, to the proposed disposition will knowledge of Buyer, threatened. Buyer has not taken any action which would be reasonably expected to result in violation the delisting or suspension of any of Common Shares on or from the registration provisions of the Act and the rules and regulations promulgated thereunder, or TSXV. (ii) Buyer is a "no-action" letter “reporting issuer” in each of the Provinces of British Columbia and Alberta (as that term is defined under applicable Canadian securities laws), is not included in a list of defaulting reporting issuers (or equivalent) maintained by the applicable securities regulatory authority in such provinces and Buyer is in compliance, in all material respects, with applicable Canadian securities laws. (iii) Buyer has filed with the applicable securities regulatory authorities and, if applicable, the TSXV, all documents and other materials required to be filed by Buyer under Canadian securities laws. Since April 30, 2018, all forms, reports, schedules, statements, certifications and other documents, including without limitation all press releases, forms, reports, schedules, financial statements and notes and schedules to such effect issued financial statements, management’s discussion and analysis of financial condition and operations, certifications, annual information forms, management information circulars, material change reports and other documents publicly filed by Buyer with the Staff applicable Canadian securities regulatory authorities pursuant to applicable Canadian securities laws at the time filed or, if amended, as of the Commissiondate of such amendment: (A) did not contain any misrepresentation (as defined in the Securities Act (Ontario)); and and (fB) The Subscriber acknowledges that complied in all material respects with the foregoing is not a complete statement requirements of applicable Canadian securities laws and the policies of the law applicable TSXV, except where such non-compliance has not had and would not reasonably be expected to resale of result in a material adverse change to Buyer. Buyer has not filed any confidential material change report with any securities regulatory authority which at the Subscription Shares, but merely an outline of some of the more salient features. For legal advice in these matters, the Subscriber will continue to rely on its own legal counsel as the Subscriber has throughout this transaction concerning the purchase of the Subscription Sharesdate hereof remains confidential.

Securities Laws Matters. (i) The Subscriber Company is aware of and acknowledges and agrees with the Company as follows: (a) the Subscription Shares will not be registered a “reporting issuer” under the federal Securities Act securities Laws of 1933each of the provinces of British Columbia, as amended (the "Act")Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Pxxxxx Xxxxxx Island and Newfoundland, is not included on any list of reporting issuers in reliance on the so-called "private placement" exemption provided by Regulation D promulgated thereunder and will not be registered or qualified under applicable securities laws of any state in reliance on similar exemptions; (b) The Subscription Shares, when issued, will be "restricted securities" within the meaning of Rule 144 promulgated default maintained by the Securities Authorities, and Exchange Commission is not in default of any requirements of any Securities Laws. The Company has not taken any action to cease to be a reporting issuer in any such province nor has the Company received notification from any applicable Securities Authority seeking to revoke the reporting issuer status of the Company. No delisting, suspension of trading in or cease trading order with respect to any securities of the Company is in effect and to the knowledge of the Company, no inquiry or investigation (the "Commission"formal or informal) under the Act;by any Securities Authority, is pending, in effect or ongoing or threatened or expected to be implemented or undertaken. (cii) Any person The documents comprising the Company Filings comply as filed or furnished, or shall comply when filed or furnished, in all material respects with the requirements of applicable Securities Laws, did not at the time filed with or furnished to, and shall not at any time filed with or furnished to, the Securities Authorities, contain any untrue statement of a material fact or omit to whom state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. The Company is in compliance in all material respects with its timely and continuous disclosure obligations under Securities Laws and has been in compliance with such obligations since January 1, 2018. The Company has not filed any confidential material change report with the Securities Authorities which at the date hereof remains confidential. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the Securities Authorities with respect to any of the Subscription SharesCompany Filings. To the Company’s knowledge, or any interest therein, are transferred will, in turn, be subject to applicable retransfer restrictions; (d) The Subscriber fully comprehends that the Company is relying to a material degree on the representations, warranties and agreements contained herein and with such realization authorizes the Company to act as it may see fit in full reliance hereon, including the placement on the certificates or other documents evidencing the Subscription Shares of the following legend and any legends required by any applicable state securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOdate hereof, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD OR TRANSFERRED UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH THE ACT PRIOR TO PERMITTING A TRANSFER OF THE SECURITIES." The Subscriber understands that the imposition of such a legend condition may limit or destroy the value, and the value as collateral, of the Subscription Shares; (e) The Subscriber agrees that none of the Subscription Shares or any interest therein will be sold, transferred or otherwise disposed Company Filings is the subject of unless registered under the Act, without his having first presented to the Company or its counsel (i) a written opinion of counsel experienced in securities law matters indicating that the proposed disposition will not be in violation of any of the registration provisions of the Act and the rules and regulations promulgated thereunder, or (ii) a "no-action" letter to such effect issued an ongoing review by the Staff of Securities Authorities, outstanding comment by the Commission; and (f) The Subscriber acknowledges that Securities Authorities or outstanding investigation by the foregoing is not a complete statement of the law applicable to resale of the Subscription Shares, but merely an outline of some of the more salient features. For legal advice in these matters, the Subscriber will continue to rely on its own legal counsel as the Subscriber has throughout this transaction concerning the purchase of the Subscription SharesSecurities Authorities.

Securities Laws Matters. (i) The Subscriber Company is aware of and acknowledges and agrees with the Company as follows: (a) the Subscription Shares will not be registered a “reporting issuer” under the federal Securities Act Laws of 1933each of the provinces of British Columbia, as amended (the "Act")Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia and Newfoundland and Labrador, is not included on any list of reporting issuers in reliance on the so-called "private placement" exemption provided by Regulation D promulgated thereunder and will not be registered or qualified under applicable securities laws of any state in reliance on similar exemptions; (b) The Subscription Shares, when issued, will be "restricted securities" within the meaning of Rule 144 promulgated default maintained by the Securities Authorities, and Exchange Commission is not in default of any requirements of any Securities Laws. The Company has not taken any action to cease to be a reporting issuer in any such province nor has the Company received notification from any applicable Securities Authority seeking to revoke the reporting issuer status of the Company. No delisting, suspension of trading in or cease trading order with respect to any securities of the Company is in effect or, to the knowledge of the Company, pending or threatened, and, to the knowledge of the Company, no inquiry or investigation (the "Commission"formal or informal) under the Act;by any Securities Authority, is pending, in effect or ongoing or threatened or expected to be implemented or undertaken. (cii) Any person The Company has made available to whom Parent in the Maple Data Room, or the System for Electronic Data, Analysis and Retrieval (SEDAR) database contains in a publicly available format, complete and correct copies of all of the documents comprising the Maple Filings. The documents comprising the Maple Filings comply as filed or furnished, or shall comply when filed or furnished, in all material respects with the requirements of applicable Securities Laws, did not at the time filed with or furnished to, and shall not at any time filed with or furnished to, the Securities Authorities, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. The Company is in compliance in all material respects with its timely and continuous disclosure obligations under Securities Laws and has been in compliance with such obligations since January 1, 2008. The Company has not filed any confidential material change report with the Securities Authorities which at the date hereof remains confidential. As of the date hereof, other than as set forth in Section 3.1(i)(ii) of the Disclosure Letter, there are no outstanding or unresolved comments in comment letters from the Securities Authorities with respect to any of the Subscription SharesMaple Filings. To the Company’s knowledge, or any interest therein, are transferred will, in turn, be subject to applicable retransfer restrictions; (d) The Subscriber fully comprehends that the Company is relying to a material degree on the representations, warranties and agreements contained herein and with such realization authorizes the Company to act as it may see fit in full reliance hereon, including the placement on the certificates or other documents evidencing the Subscription Shares of the following legend and any legends required by any applicable state securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOdate hereof, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD OR TRANSFERRED UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH THE ACT PRIOR TO PERMITTING A TRANSFER OF THE SECURITIES." The Subscriber understands that the imposition of such a legend condition may limit or destroy the value, and the value as collateral, of the Subscription Shares; (e) The Subscriber agrees that none of the Subscription Shares or any interest therein will be sold, transferred or otherwise disposed Maple Filings is the subject of unless registered under the Act, without his having first presented to the Company or its counsel (i) a written opinion of counsel experienced in securities law matters indicating that the proposed disposition will not be in violation of any of the registration provisions of the Act and the rules and regulations promulgated thereunder, or (ii) a "no-action" letter to such effect issued an ongoing review by the Staff of Securities Authorities, outstanding comment by the Commission; and (f) The Subscriber acknowledges that Securities Authorities or outstanding investigation by the foregoing is not a complete statement of the law applicable to resale of the Subscription Shares, but merely an outline of some of the more salient features. For legal advice in these matters, the Subscriber will continue to rely on its own legal counsel as the Subscriber has throughout this transaction concerning the purchase of the Subscription SharesSecurities Authorities.

Securities Laws Matters. The Subscriber is aware of and acknowledges and agrees with the Company as follows: (a) the Subscription The Purchaser Shares will not be registered under the federal Securities Act of 1933, as amended (the "Act"), in reliance are listed and posted for trading on the so-called "private placement" exemption provided by Regulation D promulgated thereunder CSE and will except for such listing and trading, the Purchaser has not made arrangements for any securities of the Purchaser to be registered listed or qualified under applicable quoted for trading on any other stock or securities laws exchange or market. No order, ruling or determination having the effect of ceasing or suspending trading in any state securities of the Purchaser has been issued and no proceedings for such purpose are pending or, to the knowledge of the Purchaser, Threatened. Neither the Purchaser nor the Purchaser Subsidiaries have taken any action which would be reasonably expected to result in reliance the delisting or suspension of the Purchaser Shares on similar exemptions;or from the CSE. (b) The Subscription SharesPurchaser is a “reporting issuer” in each of the Provinces of Ontario, when issuedBritish Columbia and Alberta (as that term is defined under applicable Canadian Securities Laws), will be "restricted securities" within the meaning is not included in a list of Rule 144 promulgated defaulting reporting issuers (or equivalent) maintained by the applicable Securities Authorities in such provinces and Exchange Commission (the "Commission") under the Act;Purchaser is in compliance, in all material respects, with applicable Canadian Securities Laws. (c) Any person The Purchaser has filed with the applicable Securities Authorities and, if applicable, the CSE, all documents and other materials required to whom any be filed by the Purchaser under Canadian Securities Laws. The Purchaser Disclosure Documents at the time filed or, if amended, as of the Subscription Sharesdate of such amendment: (A) did not contain any misrepresentation (as defined in the Securities Act); and (B) complied in all material respects with the requirements of applicable Canadian Securities Laws and the policies of the CSE, or except where such non- compliance has not had and would not reasonably be expected to result in a Material Adverse Change to the Purchaser. The Purchaser has not filed any interest therein, are transferred will, in turn, be subject to applicable retransfer restrictions;confidential material change report with any Securities Authorities which at the date hereof remains confidential. (d) The Subscriber fully comprehends that Except as set forth above, the Company Purchaser is relying not subject to a material degree on the representations, warranties and agreements contained herein and with such realization authorizes the Company to act as it may see fit in full reliance hereon, including the placement on the certificates continuous disclosure or other documents evidencing public reporting requirements under the Subscription Shares securities Laws of any other jurisdiction including, without limitation, the securities Laws of the following legend and any legends required by any applicable state securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD OR TRANSFERRED UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH THE ACT PRIOR TO PERMITTING A TRANSFER OF THE SECURITIESUnited States." The Subscriber understands that the imposition of such a legend condition may limit or destroy the value, and the value as collateral, of the Subscription Shares; (e) The Subscriber agrees that none of the Subscription Shares or any interest therein will be sold, transferred or otherwise disposed of unless registered under the Act, without his having first presented to the Company or its counsel (i) a written opinion of counsel experienced in securities law matters indicating that the proposed disposition will not be in violation of any of the registration provisions of the Act and the rules and regulations promulgated thereunder, or (ii) a "no-action" letter to such effect issued by the Staff of the Commission; and (f) The Subscriber acknowledges that the foregoing is not a complete statement of the law applicable to resale of the Subscription Shares, but merely an outline of some of the more salient features. For legal advice in these matters, the Subscriber will continue to rely on its own legal counsel as the Subscriber has throughout this transaction concerning the purchase of the Subscription Shares.

Securities Laws Matters. The Subscriber is aware of and acknowledges and agrees with the Company as follows: (a) As soon as practicable after the Subscription Shares date hereof, Parent and the Company shall file the Registration Statement, in which the Proxy Statement will not be registered included as part of the prospectus, with the SEC and the FDIC under the federal Securities Exchange Act of 1933and applicable FDIC regulations. Parent, Purchaser and the Bank shall use all reasonable efforts to have the Registration Statement cleared by the SEC and the FDIC as amended (the "Act"), in reliance on the so-called "private placement" exemption provided by Regulation D promulgated thereunder and will not be registered or qualified under applicable securities laws of any state in reliance on similar exemptions;promptly as practicable after such filing. 49 (b) The Subscription SharesParent, when issuedPurchaser and the Company shall cooperate with each other in the preparation of the Registration Statement, will be "restricted securities" within and each shall notify the meaning other of Rule 144 promulgated the receipt of any comments of the SEC and the FDIC with respect to the Registration Statement and of any requests by the Securities SEC and Exchange Commission (the "Commission") under FDIC for any amendment or supplement thereto or for additional information and shall provide to the Act;other parties promptly copies of all correspondence between the party or any representative or agent of the party and the FDIC or SEC. Each party shall review the Registration Statement prior to its being filed with the SEC and the FDIC and shall review all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC and the FDIC. The parties agree to use all reasonable efforts, after consultation with each other, to respond promptly to all such comments of and requests by the SEC and the FDIC. (c) Any person to whom any Purchaser will advise the Company, promptly after Purchaser receives notice thereof, of the Subscription Sharestime when the Registration Statement has become effective or any supplement or amendment has been filed or the issuance of any stop order or the suspension of the qualification of the Parent Common Stock for offering or sale in any jurisdiction, or the initiation or threat or any interest therein, are transferred will, in turn, be subject to applicable retransfer restrictions;proceeding for any such purpose. (d) The Subscriber fully comprehends that Purchaser and the Company is relying shall each use all reasonable efforts to a material degree on obtain, prior to the representations, warranties and agreements contained herein and with such realization authorizes the Company to act as it may see fit in full reliance hereon, including the placement on the certificates or other documents evidencing the Subscription Shares effective date of the following legend and any legends required by any applicable Registration Statement, all necessary state securities laws: laws or "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD OR TRANSFERRED UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH THE ACT PRIOR TO PERMITTING A TRANSFER OF THE SECURITIESblue sky" permits and approvals required in connection with the issuance of Parent Common Stock in the Merger." The Subscriber understands that the imposition of such a legend condition may limit or destroy the value, and the value as collateral, of the Subscription Shares; (e) The Subscriber agrees that none of the Subscription Shares or any interest therein will be sold, transferred or otherwise disposed of unless registered under the Act, without his having first presented to Purchaser and the Company or its counsel (i) a written opinion of counsel experienced in securities law matters indicating that further agree to cause the proposed disposition will not Registration Statement and all required amendments and supplements thereto to be in violation of any of mailed to their respective shareholders entitled to vote at the registration provisions of Shareholder Meetings at the Act and the rules and regulations promulgated thereunder, or (ii) a "no-action" letter to such effect issued by the Staff of the Commission; and (f) The Subscriber acknowledges that the foregoing is not a complete statement of the law applicable to resale of the Subscription Shares, but merely an outline of some of the more salient features. For legal advice in these matters, the Subscriber will continue to rely on its own legal counsel as the Subscriber has throughout this transaction concerning the purchase of the Subscription Sharesearliest practicable time.