Common use of Warrant Amount; Term Clause in Contracts

Warrant Amount; Term. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date or Option Closing Date, as applicable, a five-year warrant (the “Representative’s Warrant”) for the purchase such number of Common Shares as is equal to 5.0% of the Firm Units and Option Securities issued on such Closing Date or Option Closing Date, as applicable. The Representative’s Warrant agreement, in the form attached hereto as Exhibit B (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Common Share of $t, being equal to 125% of the Public Offering Price of the Firm Units. The Representative’s Warrant and the Common Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Shares during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) and by its acceptance thereof shall agree that: (A) the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative Underwriter (and/or its designees) on the Closing Date or Option Closing Date, as applicable, a five-year warrant (the “Representative’s Warrant”) for the purchase such of a number of the shares of Common Shares as is Stock equal to 5.010% of the number of the Firm Units Shares and Option Securities Shares, if any, issued on such Closing Date or Option Closing Datein the Offering, as applicable. The Representative’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit B A (the “RepresentativeUnderwriter’s Warrant AgreementWarrant”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Common Share of $t[●], being which is equal to 125% of the Public Offering Price of the public offering price per Firm UnitsShare. The RepresentativeUnderwriter’s Warrant and the shares of Common Shares Stock issuable upon exercise thereof of the Underwriter’s Warrant are hereinafter referred to together as the “RepresentativeUnderwriter’s Securities.” The Representative Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the RepresentativeUnderwriter’s Warrant and the Underlying Common Shares Securities during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the RepresentativeUnderwriter’s WarrantSecurities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Underwriter or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option Closing Datefor an aggregate purchase price of $100.00, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of an aggregate of [●] shares of Common Shares as Stock (which is equal to 5.0an aggregate of 8.0% of the Firm Closing Shares and Closing Pre-Funded Warrants included in the Closing Units sold in the Offering, excluding Closing Warrants (and shares issuable upon exercise thereof) and any Option Shares and Option Securities issued on such Closing Date or Option Closing DateWarrants (and shares issuable upon exercise thereof) sold in the Over-Allotment Option, as applicableif any). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B F (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date of the Registration Statement (the “Initial Exercise Date”) and expiring on the fivethree-year anniversary of the Effective Initial Exercise Date at an initial exercise price per share of Common Share Stock of $t[●], being which is equal to 125110% of the Public Offering Price public offering price of the Firm Unitseach Unit. The Representative’s Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date or Option Closing Date, as applicable, a five-year warrant (the “Representative’s Warrant”) for the purchase such of a number of the Common Shares as is equal to 5.02.5% of the number of the Firm Units Shares and Option Securities Shares issued on such Closing Date or Option Closing DateDate (or 1.5% of the number of the Firm Shares and Option Shares issued on such Closing Date or Option Closing Date to the Company’s Investors), as applicable. The Representative’s Warrant agreement, pursuant to a warrant agreement in the form attached hereto as Exhibit B A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price of $ per Common Share of $tshare, being which is equal to 125% of the Public Offering Price of the per Firm UnitsUnit. The Representative’s Warrant and the Underlying Common Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Shares underlying securities during the one hundred eighty (180) days day period after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date or Option Closing Date, as applicable, a five-year warrant (the “Representative’s Warrant”) for the purchase such of a number of the Common Shares as is equal to 5.0% of the number of the Firm Units and Option Securities issued on such Closing Date Shares or Option Closing DateShares issued in the Offering, as applicable. The Representative’s Warrant agreement, pursuant to a warrant agreement in the form attached hereto as Exhibit B A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Common Share of $t[●], being which is equal to 125% of the Public Offering Price of the Firm Unitspublic offering price per Share. The Representative’s Warrant and the Common Shares issuable upon exercise thereof of the Representative’s Warrant are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Shares underlying securities during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option Closing Date, as applicable, a fivethree-year warrant for the purchase of a number of the shares of Common Stock equal to 5% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A (the “Representative’s Warrant”) for the purchase such number of Common Shares as is equal to 5.0% of the Firm Units and Option Securities issued on such Closing Date or Option Closing Date, as applicable. The Representative’s Warrant agreement, in the form attached hereto as Exhibit B (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Common Share of $t[ ], being which is equal to 125120% of the Public Offering Price of the public offering price per Firm UnitsShare. The Representative’s Warrant and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to In compliance with FINRA Rule 5110 against transferring 5110(e)(1), the Representative’s Warrant Warrants and the Underlying underlying securities will be locked up for 180 days beginning on the date of commencement of sales of the Offering and will expire three (3) years from the date of commencement of sales of Offering, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The Representative’s Warrants shall not be redeemable. The Company will register the shares of Common Shares during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring Stock underlying the Representative’s Warrant while Warrants under the Common Shares are listed on Act and will file all necessary undertakings in connection therewith. The Representative’s Warrants and the TSX Venture Exchange (the “TSXV”) and by its acceptance thereof shall agree that: (A) the Representative underlying securities shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with sold during the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g)sold, and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXVtransferred, the Representative shall not sellassigned, transfer, assign, pledge or hypothecate the Representative’s Warrantpledged, or any portion thereofhypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securitiessecurities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they may be transferred to anyone other any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Representative will have the option to exercise the Representative’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Shares underlying the Representative’s Warrants shall remain subject to the 180-day lock-up period. The Representative’s Warrants may be exercised as to all or a lesser number of the underlying shares of Common Stock, and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Representative’s Warrants holder’s expense, and unlimited “piggyback” registration rights at the Company’s expense, each with a duration of no more than (i) an affiliate or employee (or an affiliate three years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Representative’s Warrants shall further provide for adjustment in the number and price of such employeewarrants (and the Ordinary Share underlying such Warrants) in the event of Fordham Financial Managementrecapitalization, Inc. within the meaning of policies of the TSXV merger or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereofother structural transaction to prevent dilution.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option Closing Datefor an aggregate purchase price of $100.00, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of an aggregate of 60,000 shares of Common Shares as Stock (which is equal to 5.0an aggregate of 4.0% of the Firm Closing Shares included in the Closing Units sold in the Offering, excluding Closing Warrants (and shares issuable upon exercise thereof) and any Option Shares and Option Securities issued on such Closing Date or Option Closing DateWarrants (and shares issuable upon exercise thereof) sold in the Over-Allotment Option, as applicableif any). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B F (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months after days following the Effective Date commencement of sales of the Offering (the “Initial Exercise Date”) and expiring on the fivethree-year anniversary of the Effective Closing Date at an initial exercise price per share of Common Share Stock of $t11.00, being which is equal to 125110% of the Public Offering Price public offering price of the Firm Unitseach Unit. The Representative’s Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the one hundred eighty (180) days after following the Effective Date, and additional restrictions imposed on transferring commencement of sales of the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Offering and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date commencement of sales of the offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option Closing Datefor an aggregate purchase price of $100.00, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of an aggregate of [●] shares of Common Shares as Stock (which is equal to 5.0an aggregate of 8.0% of the Firm Closing Shares included in the Closing Units sold in the Offering, excluding Closing Warrants and any Option Shares and Option Securities issued on such Closing Date or Option Closing DateWarrants sold in the Over-Allotment Option, as applicableif any). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B F (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date of the Registration Statement (the “Initial Exercise Date”) and expiring on the fivethree-year anniversary of the Effective Initial Exercise Date at an initial exercise price per share of Common Share Stock of $t[●], being which is equal to 125110% of the Public Offering Price public offering price of the Firm Unitseach Unit. The Representative’s Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date or Option Closing Date, as applicable, a five-year warrant (the “Representative’s Warrant”) for the purchase such of a number of the shares of Common Shares as is Stock equal to 5.07% of the number of the Firm Units and Option Securities issued on such Closing Date Shares or Option Closing DateShares issued in the Offering, as applicable. The Representative’s Warrant agreement, pursuant to a warrant agreement in the form attached hereto as Exhibit B A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Common Share of $t[●], being which is equal to 125% of the Public Offering Purchase Price of the Firm Unitsper Share. The Representative’s Warrant and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Shares underlying securities during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative Underwriter (and/or its designees) on the Closing Date or Option Closing Date, as applicable, a five-year warrant (the “Representative’s Warrant”) for the purchase such of a number of the shares of Common Shares as is Stock equal to 5.07% of the number of the Firm Units Shares and Option Securities Shares, if any, issued on such Closing Date or Option Closing Datein the Offering, as applicable. The Representative’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit B A (the “RepresentativeUnderwriter’s Warrant AgreementWarrant”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Common Share of $t[ ], being which is equal to 125% of the Public Offering Price of the public offering price per Firm UnitsShare. The RepresentativeUnderwriter’s Warrant and the shares of Common Shares Stock issuable upon exercise thereof of the Underwriter’s Warrant are hereinafter referred to together as the “RepresentativeUnderwriter’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to In compliance with FINRA Rule 5110 against transferring 5110(e)(1), the RepresentativeUnderwriter’s Warrant Warrants and the Underlying Common Shares during the one hundred eighty (180) underlying securities will be locked up for 180 days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed beginning on the TSX Venture Exchange date of commencement of sales of the Offering and will expire five (5) years from the “TSXV”) and by its acceptance thereof shall agree that: (A) the Representative date of commencement of sales of Offering, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The Underwriter’s Warrants shall not sell, transfer, assign, pledge or hypothecate be redeemable. The Company will register the Representativeshares of Common Stock underlying the Underwriter’s Warrant, or any portion thereof, or be Warrants under the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer Act and will file all necessary undertakings in connection with therewith. The Underwriter’s Warrants and the underlying securities shall not be sold during the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g)sold, and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXVtransferred, the Representative shall not sellassigned, transfer, assign, pledge or hypothecate the Representative’s Warrantpledged, or any portion thereofhypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securitiessecurities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they may be transferred to anyone other any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter will have the option to exercise, transfer or assign the Underwriter’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Shares underlying the Underwriter’s Warrants shall remain subject to the 180-day lock-up period. The Underwriter’s Warrants may be exercised as to all or a lesser number of the underlying shares of Common Stock, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s Warrants holder’s expense, and unlimited “piggyback” registration rights at the Company’s expense, each with a duration of no more than (i) an affiliate or employee (or an affiliate five years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Underwriter’s Warrants shall further provide for adjustment in the number and price of such employeewarrants (and the Ordinary Share underlying such Warrants) in the event of Fordham Financial Managementrecapitalization, Inc. within the meaning of policies of the TSXV merger or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereofother structural transaction to prevent dilution.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option at the Closing Datefor an aggregate purchase price of $100.00, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of an aggregate of [___] shares of Common Shares as Stock (which is equal to 5.0an aggregate of 6.0% of the Firm Units and shares of Common Stock sold in the Offering, including any Option Securities issued on such Closing Date or Option Closing DateShares sold in the Over-Allotment Option, as applicableif any). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B G (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing beginning on a date that is one hundred eighty (180) days immediately following the commencement of sales of the securities issued in this Offering, which is six (6) months after also the Effective Date Date, and expiring on the five-year anniversary of the Effective Date commencement of sales of the securities issued in this Offering at an initial exercise price per share of Common Share Stock of $t[__], being which is equal to 125110% of the Public Offering Price public offering price of each share of Common Stock sold in the Firm UnitsOffering. The Representative’s Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the for a period of one hundred eighty (180) days after immediately following the Effective Date, and additional restrictions imposed on transferring commencement of sales of the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) securities issued in this Offering and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the securities issued in this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV. In addition, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result Warrants provide for certain demand and piggyback registration rights as more fully described in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereofRepresentative’s Warrant Agreement.

Warrant Amount; Term. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date or Option Closing Date, as applicable, a five-year warrant (the “Representative’s Warrant”) for the purchase such of a number of the shares of Common Shares as is Stock equal to 5.05% of the number of the Firm Units and Option Securities issued on such Closing Date Shares or Option Closing DateShares issued in the Offering, as applicable. The Representative’s Warrant agreement, pursuant to a warrant agreement in the form attached hereto as Exhibit B A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Common Share of $t[*], being which is equal to 125% of the Public Offering Purchase Price of the Firm Unitsper Share. The Representative’s Warrant and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Shares underlying securities during the one hundred eighty (180) days year after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days year following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option at the Closing Datefor an aggregate purchase price of $100.00, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of an aggregate shares of Common Shares as Stock, which is equal to 5.0an aggregate of 6.0% of the Firm Units and shares of Common Stock sold in the Offering, including any Option Securities issued on such Closing Date or Option Closing DateShares sold in the Over-Allotment Option, as applicableif any). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B G (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing beginning on a date that is one hundred eighty (180) days immediately following the commencement of sales of the securities issued in this Offering, which is six (6) months after also the Effective Date and expiring on the five-year anniversary of the Effective Date commencement of sales of the securities issued in this Offering at an initial exercise price per share of Common Share Stock of $t8.228, being which is equal to 125110% of the Public Offering Price public offering price of each share of Common Stock sold in the Firm UnitsOffering. The Representative’s Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the for a period of one hundred eighty (180) days after immediately following the Effective Date, and additional restrictions imposed on transferring commencement of sales of the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) securities issued in this Offering and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the securities issued in this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV. In addition, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result Warrants provide for certain demand and piggyback registration rights as more fully described in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereofRepresentative’s Warrant Agreement.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option Closing Datefor an aggregate purchase price of $100.00, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of an aggregate of [___] shares of Common Shares as Stock (which is equal to 5.0an aggregate of 8.0% of the Firm Closing Shares included in the Closing Units sold in the Offering, excluding Closing Warrants and any Option Shares and Option Securities issued on such Closing Date or Option Closing DateWarrants sold in the Over-Allotment Option, as applicableif any). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B F (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing beginning on a date which that is six one hundred eighty (6180) months after days immediately folowing the Effective Date commencement of sales of the securities issued in this offering and expiring on the five-year anniversary of the Effective Date commencement of sales of the securities issued in this offering at an initial exercise price per share of Common Share Stock of $t[__], being which is equal to 125110% of the Public Offering Price public offering price of the Firm Unitseach Unit. The Representative’s Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the for a period of one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed beginning on the TSX Venture Exchange (date of commencement of sales of the “TSXV”) securities issued in this offering and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following beginning on the Effective Date date of commencement of sales of the securities issued in this offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV. In addition, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result Warrants provide for certain demand and piggyback registration rights as more fully described in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereofRepresentative’s Warrant Agreement.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option Closing Datefor an aggregate purchase price of $100.00, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of an aggregate of 130,909 shares of Common Shares as Stock (which is equal to 5.0an aggregate of 4.0% of the Firm Closing Shares included in the Closing Units sold in the Offering, excluding Closing Warrants (and shares issuable upon exercise thereof) and any Option Shares and Option Securities issued on such Closing Date or Option Closing DateWarrants (and shares issuable upon exercise thereof) sold in the Over-Allotment Option, as applicableif any). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B F (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months after days following the Effective Date commencement of sales of the Offering (the “Initial Exercise Date”) and expiring on the fivethree-year anniversary of the Effective Closing Date at an initial exercise price per share of Common Share Stock of $t6.05, being which is equal to 125110% of the Public Offering Price public offering price of the Firm Unitseach Unit. The Representative’s Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the one hundred eighty (180) days after following the Effective Date, and additional restrictions imposed on transferring commencement of sales of the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Offering and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date commencement of sales of the offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option at the Closing Datefor an aggregate purchase price of $100.00, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of Common an aggregate of [___] Ordinary Shares as (which is equal to an aggregate of 5.0% of the Firm Shares included in the Firm Units and sold in the Offering, including any Option Securities issued on such Closing Date or Option Closing DateShares sold in the Over-Allotment Option, as applicableif any). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, in the form attached hereto as Exhibit B (the “Representative’s Warrant Agreement”), shall be G and exercisable, in whole or in part, commencing beginning on a date that is one hundred eighty (180) days immediately following the commencement of sales of the securities issued in this Offering, which is six (6) months after also the Effective Date Date, and expiring on the five-year anniversary of the Effective Date commencement of sales of the securities issued in this Offering at an initial exercise price per Common Share share of Ordinary Shares of $t[__], being which is equal to 125110% of the Public Offering Price public offering price of each share of Ordinary Shares sold in the Firm UnitsOffering. The Representative’s Warrant Agreement and the Common Ordinary Shares issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the for a period of one hundred eighty (180) days after immediately following the Effective Date, and additional restrictions imposed on transferring commencement of sales of the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) securities issued in this Offering and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrants, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the securities issued in this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV. In addition, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result Warrants provide for certain demand and piggyback registration rights as more fully described in the effective economic disposition Representative’s Warrants. The Representative’s Warrants may be exercised as to all or a lesser number of Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the securitiessale of the underlying Ordinary Shares at the Company’s expense, to anyone other than an additional demand registration at the warrant holders’ expense, and unlimited “piggyback” registration rights for a period of five (i5) an affiliate years after the Closing at the Company’s expense. The Underwriter’s Warrants shall further provide for anti-dilution protection (adjustment in the number and price of such warrants and the shares underlying such warrants) resulting from corporate events (which would include dividends, reorganizations, mergers, etc.) and future issuance of ordinary shares or employee ordinary share equivalents at prices (or an affiliate of such employeewith exercise and/or conversion prices) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with below the Offering or an officer or partner thereofprice.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option Closing Datefor an aggregate purchase price of $100.00, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of an aggregate of up to _______ shares of Common Shares as Stock (which is equal to 5.0an aggregate of 7% of the Firm Closing Shares and Warrant Shares included in the Closing Units sold in the Offering, and any Option Shares and Option Securities issued on such Closing Date or Option Closing DateWarrants sold in the Over-Allotment Option, as applicableif any). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B F (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date of the Registration Statement (the “Initial Exercise Date”) and expiring on the fivethree-year anniversary of the Effective Initial Exercise Date at an initial exercise price per share of Common Share Stock of $t____, being which is equal to 125115% of the Public Offering Price public offering price of the Firm Unitseach Unit. The Representative’s Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative Underwriters (and/or its designees) on the Closing Date or Option Closing Date, as applicable, a five-year warrant (the “Representative’s Warrant”) for the purchase such of a number of Common the Ordinary Shares as is equal to 5.08% of the sum of (i) the number of the Firm Units Shares and (ii) any Option Securities Shares, issued on such Closing Date or Option Closing Datein the Offering, as applicable. The Representative’s Warrant agreement, in pursuant to the form attached hereto as Exhibit B A (the “RepresentativeUnderwriter’s Warrant AgreementWarrant”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Common Share of $t[7.50], being which is equal to 125% of the Public Offering Price of public offering price per Firm Share, and which shall expire five (5) years after the Firm UnitsEffective Date. The RepresentativeUnderwriter’s Warrant and the Common Ordinary Shares issuable upon exercise thereof of the Underwriter’s Warrant are hereinafter referred to together as the “RepresentativeUnderwriter’s Securities.” The Representative understands Underwriters understand and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the RepresentativeUnderwriter’s Warrant and the Underlying Common Shares Securities during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the RepresentativeUnderwriter’s WarrantSecurities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following beginning on the Effective Date date of commencement of sales of the offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Underwriter or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g5110(e)(2), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option at the Closing Datefor an aggregate purchase price of $100.00, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of Common an aggregate of [___] Ordinary Shares as (which is equal to an aggregate of 5.0% of the Firm Shares included in the Firm Units and sold in the Offering, including any Option Securities issued on such Closing Date or Option Closing DateShares sold in the Over-Allotment Option, as applicableif any). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B G (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing beginning on a date that is one hundred eighty (180) days immediately following the commencement of sales of the securities issued in this Offering, which is six (6) months after also the Effective Date Date, and expiring on the five-year anniversary of the Effective Date commencement of sales of the securities issued in this Offering at an initial exercise price per Common Share share of Ordinary Shares of $t[__], being which is equal to 125110% of the Public Offering Price public offering price of each share of Ordinary Shares sold in the Firm UnitsOffering. The Representative’s Warrant Agreement and the Common Ordinary Shares issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the for a period of one hundred eighty (180) days after immediately following the Effective Date, and additional restrictions imposed on transferring commencement of sales of the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) securities issued in this Offering and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the securities issued in this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV. In addition, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result Warrants provide for certain demand and piggyback registration rights as more fully described in the effective economic disposition Representative’s Warrant Agreement. The Representative’s Warrants may be exercised as to all or a lesser number of Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the securitiessale of the underlying Ordinary Shares at the Company’s expense, to anyone other than an additional demand registration at the warrant holders’ expense, and unlimited “piggyback” registration rights for a period of five (i5) an affiliate years after the Closing at the Company’s expense. The Underwriter’s Warrants shall further provide for anti-dilution protection (adjustment in the number and price of such warrants and the shares underlying such warrants) resulting from corporate events (which would include dividends, reorganizations, mergers, etc.) and future issuance of ordinary shares or employee ordinary share equivalents at prices (or an affiliate of such employeewith exercise and/or conversion prices) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with below the Offering or an officer or partner thereofprice.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative Representatives (and/or its their designees) on the Closing Date or Option Closing Date, as applicable, a five-year warrant for an aggregate purchase price of $100.00 warrants (the “Representative’s WarrantRepresentatives’ Warrants”) for the purchase such number of an aggregate of [●] shares of Common Shares as Stock (which is equal to 5.0an aggregate of 8% of the Firm Units shares of Common Stock and Option the Pre-Funded Warrant Shares included in the Closing Securities sold in the Offering), with fifty percent (50%) of the Representatives’ Warrants being issued on such Closing Date or Option Closing Dateto Maxim and fifty percent (50%) of the Representatives’ Warrants being issued to WallachBeth, as applicable. The Representative’s Representatives’ Warrants shall be issuable pursuant to the Representatives’ Warrant agreement, Agreement in the form attached hereto as Exhibit B C (the “Representative’s Representatives’ Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the effective date of the Registration Statement (the “Effective Date Date”) and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Share Stock of $t[●], being which is equal to 125% of the Public Offering Price public offering price of the Firm Unitseach Closing Share. The Representative’s Representatives’ Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Representative’s Representatives’ Securities.” The Representative understands Representatives understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Representatives’ Warrant and the Underlying underlying shares of Common Shares Stock during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantRepresentatives’ Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Representatives or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option Closing Datefor an aggregate purchase price of $100.00, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of an aggregate of 105,000 shares of Common Shares as Stock (which is equal to 5.0an aggregate of 7.0% of the Firm Closing Shares included in the Closing Units sold in the Offering, excluding Closing Warrants (and shares issuable upon exercise thereof) and any Option Shares and Option Securities issued on such Closing Date or Option Closing DateWarrants (and shares issuable upon exercise thereof) sold in the Over-Allotment Option, as applicableif any). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B F (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date of the Registration Statement (the “Initial Exercise Date”) and expiring on the fivethree-year anniversary of the Effective Closing Date at an initial exercise price per share of Common Share Stock of $t11.00, being which is equal to 125110% of the Public Offering Price public offering price of the Firm Unitseach Unit. The Representative’s Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative Representatives (and/or its their designees) on the Closing Date or Option Closing Date, as applicable, a five-year warrant for an aggregate purchase price of $100.00 warrants (the “Representative’s WarrantRepresentatives’ Warrants”) for the purchase such number of an aggregate of [___] shares of Common Shares as Stock (which is equal to 5.0an aggregate of 8% of the Firm Units shares of Common Stock and Option the Pre-Funded Warrant Shares included in the Closing Securities sold in the Offering), with fifty percent (50%) of the Representatives’ Warrants being issued on such Closing Date or Option Closing Dateto Maxim and fifty percent (50%) of the Representatives’ Warrants being issued to WallachBeth, as applicable. The Representative’s Representatives’ Warrants shall be issuable pursuant to the Representatives’ Warrant agreement, Agreement in the form attached hereto as Exhibit B C (the “Representative’s Representatives’ Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a the later of (i) the date which is six one hundred eighty (6180) months days after the effective date of the Registration Statement (the “Effective Date Date”) and (ii) the date on which the Company effectuates the Amendment to its Amended Certificate of Incorporation as described in Section 3(u) of this Agreement, and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Share Stock of $t[___], being which is equal to 125130% of the Public Offering Price public offering price of the Firm Unitseach Closing Share. The Representative’s Representatives’ Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Representative’s Representatives’ Securities.” The Representative understands Representatives understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Representatives’ Warrant and the Underlying underlying shares of Common Shares Stock during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantRepresentatives’ Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Representatives or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative Underwriter (and/or its designees) on the Closing Date or Option Closing Date, as applicable, a five-year warrant (the “Representative’s Warrant”) for the purchase such of a number of the shares of Common Shares as is Stock equal to 5.010% of the number of the Firm Units Shares and Option Securities Shares, if any, issued on such Closing Date or Option Closing Datein the Offering, as applicable. The Representative’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit B A (the “RepresentativeUnderwriter’s Warrant AgreementWarrant”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Common Share of $t[●], being which is equal to 125130% of the Public Offering Price of the public offering price per Firm UnitsShare. The RepresentativeUnderwriter’s Warrant and the shares of Common Shares Stock issuable upon exercise thereof of the Underwriter’s Warrant are hereinafter referred to together as the “RepresentativeUnderwriter’s Securities.” The Representative Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the RepresentativeUnderwriter’s Warrant and the Underlying Common Shares Securities during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the RepresentativeUnderwriter’s WarrantSecurities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Underwriter or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option Closing Datefor an aggregate purchase price of $100.00, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of an aggregate of [ ] shares of Common Shares as Stock (which is equal to an aggregate of 5.0% of the Firm Closing Shares included in the Closing Units sold in the Offering, excluding Closing Warrants and any Option Shares and Option Securities issued on such Closing Date or Option Closing DateWarrants sold in the Over-Allotment Option, as applicableif any). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B F (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date of the Registration Statement (the “Initial Exercise Date”) and expiring on the five-year anniversary of the Effective Initial Exercise Date at an initial exercise price per share of Common Share Stock of $t[ ], being which is equal to 125110% of the Public Offering Price public offering price of the Firm Unitseach Unit. The Representative’s Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or and on any Option Closing DateDate for an aggregate purchase price of $100.00, as applicablewarrants, a five-year warrant (the “Representative’s Warrant”) for the purchase such number of Common Shares as is equal to 5.0% of the Firm Units and Option Securities issued on such Closing Date or Option Closing Date, as applicable. The Representative’s Warrant agreement, substantially in the form attached hereto as Exhibit B D (the “Representative’s Warrant AgreementWarrants”), to purchase up to an aggregate number of shares of Common Stock, equal to five percent (5.0%) (or three percent (3.0%) for any investors identified or introduced by the Company) of the shares of Common Stock to be sold on such date. The Representative’s Warrants shall be exercisable, in whole or in part, commencing beginning on a date that is one hundred eighty (180) days immediately following the commencement of sales of the securities issued in this Offering, which is six (6) months after also the Effective Date Date, and expiring on the five-year anniversary of the Effective Date commencement of sales of the securities issued in this Offering at an initial exercise price per share of Common Share Stock of $t[●], being which is equal to one hundred twenty-five percent (125% %) of the Public Offering Price public offering price of each Closing Unit sold in the Firm UnitsOffering. The Representative’s Warrant Warrants and the Common Representative’s Warrant Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the for a period of one hundred eighty (180) days after immediately following the Effective Date, and additional restrictions imposed on transferring commencement of sales of the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) securities issued in this Offering and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrants, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the securities issued in this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV. In addition, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result Warrants provide for certain demand and piggyback registration rights as more fully described in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereofRepresentative’s Warrants.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option Closing Datefor an aggregate purchase price of $100.00, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of an aggregate of 82,286 shares of Common Shares as Stock (which is equal to 5.0an aggregate of 6.0% of the Firm Closing Shares included in the Closing Units sold in the Offering, excluding Closing Warrants and any Option Shares and Option Securities issued on such Closing Date or Option Closing DateWarrants sold in the Over-Allotment Option, as applicableif any). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B F (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date of the Registration Statement (the “Initial Exercise Date”) and expiring on the five-year anniversary of the Effective Initial Exercise Date at an initial exercise price per Common Share of $t7.70, being which is equal to 125110% of the Public Offering Price public offering price of the Firm Unitseach Unit. The Representative’s Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative Representatives (and/or its their designees) on the Closing Date or Option Closing Date, as applicable, a five-year warrant for an aggregate purchase price of $100.00 warrants (the “Representative’s WarrantRepresentatives’ Warrants”) for the purchase such number of an aggregate of [___] shares of Common Shares as Stock (which is equal to 5.0an aggregate of 8% of the Firm Units shares of Common Stock and Option the Pre-Funded Warrant Shares included in the Closing Securities sold in the Offering), with fifty percent (50%) of the Representatives’ Warrants being issued on such Closing Date or Option Closing Dateto Maxim and fifty percent (50%) of the Representatives’ Warrants being issued to WallachBeth, as applicable. The Representative’s Representatives’ Warrants shall be issuable pursuant to the Representatives’ Warrant agreement, Agreement in the form attached hereto as Exhibit B C (the “Representative’s Representatives’ Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a the later of (i) the date which is six one hundred eighty (6180) months days after the effective date of the Registration Statement (the “Effective Date Date”) and (i) the date on which the Company effectuates the Amendment (as defined below) to its Amended Certificate of Incorporation as described in Section 3(u) of this Agreement, and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Share Stock of $t[___], being which is equal to 125130% of the Public Offering Price public offering price of the Firm Unitseach Closing Share. The Representative’s Representatives’ Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Representative’s Representatives’ Securities.” The Representative understands Representatives understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Representatives’ Warrant and the Underlying underlying shares of Common Shares Stock during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantRepresentatives’ Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Representatives or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option Closing Datefor an aggregate purchase price of $[ ], as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of an aggregate of [ ] shares of Common Shares as Stock (which is equal to 5.0an aggregate of 6.0% of the Firm Closing Shares included in the Closing Units sold in the Offering, excluding Closing Warrants and any Option Shares and Option Securities issued on such Closing Date or Option Closing DateWarrants sold in the Over-Allotment Option, as applicableif any). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B F (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date of the Registration Statement (the “Initial Exercise Date”) and expiring on the five-year anniversary of the Effective Initial Exercise Date at an initial exercise price per Common Share of $t[ ], being which is equal to 125110% of the Public Offering Price public offering price of the Firm Unitseach Unit. The Representative’s Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option Closing Datefor an aggregate purchase price of $100.00, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of an aggregate of [___] shares of Common Shares as Stock (which is equal to 5.0an aggregate of 8.0% of the Firm Closing Shares included in the Closing Units sold in the Offering, excluding Closing Warrants and any Option Shares and Option Securities issued on such Closing Date or Option Closing DateWarrants sold in the Over-Allotment Option, as applicableif any). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B F (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date of the Registration Statement (the “Initial Exercise Date”) and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Share Stock of $t[__], being which is equal to 125110% of the Public Offering Price public offering price of the Firm Unitseach Unit. The Representative’s Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV. In addition, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result Warrants provide for certain demand and piggyback registration rights as more fully described in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereofRepresentative’s Warrant Agreement.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option Closing Datefor an aggregate purchase price of $1.00, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of an aggregate of 82,500 shares of Common Shares as Stock (which is equal to an aggregate of 5.0% of the Firm Units and Option Securities issued on such Closing Date or Option Closing Date, as applicableShares sold in the Offering). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B E (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date of the Registration Statement (the “Initial Exercise Date”) and expiring on the five-year anniversary of the Effective Initial Exercise Date at an initial exercise price per share of Common Share Stock of $t2.40, being which is equal to 125120% of the Public Offering Price public offering price of the Firm Unitseach Closing Share. The Representative’s Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealerRepresentative; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option Closing Datefor an aggregate purchase price of $100.00, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of an aggregate of [_____] shares of Common Shares as Stock (which is equal to an aggregate of 5.0% of the Firm Units and Option Securities issued on such Closing Date or Option Closing Date, as applicableShares sold in the Offering). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B E (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date of the Registration Statement (the “Initial Exercise Date”) and expiring on the five-year anniversary of the Effective Initial Exercise Date at an initial exercise price per share of Common Share Stock of $t[___], being which is equal to 125120% of the Public Offering Price public offering price of the Firm Unitseach Closing Share. The Representative’s Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue to the Representative Spartan (and/or its designees) on the Closing Date or Option Closing Date, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of an aggregate of [*] shares of Common Shares as Stock (which is equal to an aggregate of 5.0% of the Firm Units and Option Securities issued on such Closing Date Shares sold in the Offering, subject to adjustment as set forth in the Representative’s Warrants (the “Closing Warrant Shares” or Option Closing Date, as applicablethe “Representative’s Warrant Shares”). The Representative’s Warrant agreement, shall be issuable pursuant to the Representative’s Warrant Agreement in the form attached hereto as Exhibit B C (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months after days following the Effective Date commencement of sales of the Offering (the “Initial Exercise Date”) and expiring on the five-year anniversary of the Effective Closing Date at an initial exercise price per share of Common Share Stock of $t[*], being which is equal to 125110% of the Public Offering Price of the Firm UnitsClosing Purchase Price. The Representative’s Warrant Agreement and the Common Representative’s Warrant Shares issuable upon exercise thereof are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative Spartan understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the one hundred eighty (180) days after following the Effective Date, and additional restrictions imposed on transferring commencement of sales of the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Offering and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge pledge, or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date commencement of sales of the offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) (i) on the Closing Date or Date, warrants for the purchase of an aggregate of [*] shares of Common Stock (which is equal to an aggregate of 5.0% of the Closing Shares sold in the Offering, and (ii) on each Option Closing Date, as applicableif any, a fivean aggregate of 5.0% of the Closing Shares sold in the Over-year warrant Allotment Option, on that Option Closing Date) (collectively, the “Representative’s WarrantWarrants”) for the purchase such number of Common Shares as is equal to 5.0% of the Firm Units and Option Securities issued on such Closing Date or Option Closing Date, as applicable). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B E (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date of the Registration Statement (the “Initial Exercise Date”) and expiring on the five-year anniversary of the Effective Initial Exercise Date at an initial exercise price per share of Common Share Stock of $t[*], being which is equal to 125% of the Public Offering Price public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date or Option Closing Date, as applicable, a five-year warrant (the “Representative’s Warrant”) for the purchase such of a number of the Common Shares as is equal to 5.04.0% of the number of the Firm Units Shares, Common Shares underlying the Firm Warrants, Option Shares and Common Shares underlying the Option Securities Warrants issued on such Closing Date or Option Closing DateDate (or 1.5% of the number of the Firm Shares, as applicable. The RepresentativeCommon Shares underlying the Firm Warrants, Option Shares and Common Shares underlying the Option Warrants issued on such Closing Date or Option Closing Date to the Company’s Warrant agreementInvestors), pursuant to a warrant agreement in the form attached hereto as Exhibit B A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price of $ per Common Share of $tshare, being which is equal to 125% of the Public Offering Price of the per Firm UnitsUnit. The Representative’s Warrant and the Underlying Common Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Shares underlying securities during the one hundred eighty (180) days day period after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date or Option Closing Date, as applicable, a five-year warrant (the “Representative’s Warrant”) for the purchase such of a number of the Common Shares as is equal to 5.0% of the number of the Firm Units Shares and Option Securities Shares issued on such Closing Date or Option Closing DateDate (or 1.5% of the number of the Firm Shares and Option Shares issued on such Closing Date or Option Closing Date to the Company’s Investors), as applicable. The Representative’s Warrant agreement, pursuant to a warrant agreement in the form attached hereto as Exhibit B A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Common Share of $t5.31 per share, being which is equal to 125% of the Public Offering Price of the per Firm UnitsUnit. The Representative’s Warrant and the Underlying Common Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Shares underlying securities during the one hundred eighty (180) days day period after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option Closing Datefor an aggregate purchase price of $100.00, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of an aggregate of 220,800 shares of Common Shares as Stock (which is equal to 5.0an aggregate of 8.0% of the Firm Closing Shares included in the Closing Units sold in the Offering, excluding Closing Warrants and any Option Shares and Option Securities issued on such Closing Date or Option Closing DateWarrants sold in the Over-Allotment Option, as applicableif any). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B F (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing beginning on a date which that is six one hundred eighty (6180) months after days immediately following the Effective Date commencement of sales of the securities issued in this offering and expiring on the five-year anniversary of the Effective Date commencement of sales of the securities issued in this offering at an initial exercise price per share of Common Share Stock of $t5.50, being which is equal to 125110% of the Public Offering Price public offering price of the Firm Unitseach Unit. The Representative’s Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the for a period of one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed beginning on the TSX Venture Exchange (date of commencement of sales of the “TSXV”) securities issued in this offering and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following beginning on the Effective Date date of commencement of sales of the securities issued in this offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV. In addition, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result Warrants provide for certain demand and piggyback registration rights as more fully described in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereofRepresentative’s Warrant Agreement.

Warrant Amount; Term. The Company hereby agrees to issue to the Representative Spartan (and/or its designees) on the Closing Date or Option Closing Date, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such of an aggregate of 208,333 shares of Common Stock (which is equal to an aggregate of 5.0% of the Closing Shares sold in the Offering, subject to adjustment as set forth in the Representative’s Warrants (the “Closing Warrant Shares”)). The Representatives’ Warrant will automatically be amended to represent a right to purchase the Closing Warrant Shares plus the number of Common Shares as is shares equal to 5.0% of any Option Shares sold upon exercise of the Firm Units Over-Allotment Option (the “Option Warrant Shares” and Option Securities issued on such with the Closing Date or Option Closing DateWarrant Shares, as applicablethe “Representative’s Warrant Shares”). The Representative’s Warrant agreement, shall be issuable pursuant to the Representative’s Warrant Agreement in the form attached hereto as Exhibit B C (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months after days following the Effective Date commencement of sales of the Offering (the “Initial Exercise Date”) and expiring on the five-year anniversary of the Effective Closing Date at an initial exercise price per share of Common Share Stock of $t[*], being which is equal to 125% of the Public Offering Price of the Firm UnitsClosing Purchase Price. The Representative’s Warrant Agreement and the Common Representative’s Warrant Shares issuable upon exercise thereof are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative Spartan understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the one hundred eighty (180) days after following the Effective Date, and additional restrictions imposed on transferring commencement of sales of the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Offering and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date commencement of sales of the offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Representatives or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option Closing Datefor an aggregate purchase price of $100.00, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of an aggregate of 173,913 shares of Common Shares as Stock (which is equal to 5.0an aggregate of 8.0% of the Firm Closing Shares included in the Closing Units sold in the Offering, excluding Closing Warrants and any Option Shares and Option Securities issued on such Closing Date or Option Closing DateWarrants sold in the Over-Allotment Option, as applicableif any). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B F (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date of the Registration Statement (the “Initial Exercise Date”) and expiring on the fivethree-year anniversary of the Effective Initial Exercise Date at an initial exercise price per share of Common Share Stock of $t5.06, being which is equal to 125110% of the Public Offering Price public offering price of the Firm Unitseach Unit. The Representative’s Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or and on any Option Closing DateDate for an aggregate purchase price of $100.00, as applicablewarrants, a five-year warrant (the “Representative’s Warrant”) for the purchase such number of Common Shares as is equal to 5.0% of the Firm Units and Option Securities issued on such Closing Date or Option Closing Date, as applicable. The Representative’s Warrant agreement, substantially in the form attached hereto as Exhibit B (the “Representative’s Warrant AgreementWarrants”), to purchase up to an aggregate number of shares of Common Stock, equal to five percent (5.0%) (or three percent (3.0%) for any investors identified or introduced by the Company) of the shares of Common Stock to be sold on such date. The Representative’s Warrants shall be exercisable, in whole or in part, commencing beginning on a date that is one hundred eighty (180) days immediately following the commencement of sales of the securities issued in this Offering, which is six (6) months after also the Effective Date Date, and expiring on the five-year anniversary of the Effective Date commencement of sales of the securities issued in this Offering at an initial exercise price per share of Common Share Stock of $t[●], being which is equal to one hundred twenty-five percent (125% %) of the Public Offering Price public offering price of each share of Common Stock sold in the Firm UnitsOffering. The Representative’s Warrant Warrants and the Common Representative’s Warrant Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the for a period of one hundred eighty (180) days after immediately following the Effective Date, and additional restrictions imposed on transferring commencement of sales of the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) securities issued in this Offering and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrants, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the securities issued in this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV. In addition, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result Warrants provide for certain demand and piggyback registration rights as more fully described in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereofRepresentative’s Warrants.

Warrant Amount; Term. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date or Option Closing Date, as applicable, a five-year warrant (the “Representative’s Warrant”) for the purchase such of a number of the shares of Common Shares as is Stock equal to 5.05% of the number of the Firm Units and Option Securities issued on such Closing Date Shares or Option Closing DateShares issued in the Offering, as applicable. The Representative’s Warrant agreement, pursuant to a warrant agreement in the form attached hereto as Exhibit B A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Common Share of $t[l], being which is equal to 125% of the Public Offering Purchase Price of the Firm Unitsper Share. The Representative’s Warrant and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Shares underlying securities during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option Closing Datefor an aggregate purchase price of $100.00, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of an aggregate of 144,000 shares of Common Shares as Stock (which is equal to an aggregate of 5.0% of the Firm Closing Shares included in the Closing Units sold in the Offering, excluding Closing Warrants and any Option Shares and Option Securities issued on such Closing Date or Option Closing DateWarrants sold in the Over-Allotment Option, as applicableif any). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B F (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date of the Registration Statement (the “Initial Exercise Date”) and expiring on the five-year anniversary of the Effective Initial Exercise Date at an initial exercise price per share of Common Share Stock of $t5.50, being which is equal to 125110% of the Public Offering Price public offering price of the Firm Unitseach Unit. The Representative’s Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option at the Closing Datefor an aggregate purchase price of $100.00, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of an aggregate of [___] shares of Common Shares as Stock (which is equal to 5.0an aggregate of 6.0% of the Firm Units and shares of Common Stock sold in the Offering, including any Option Securities issued on such Closing Date or Option Closing DateShares sold in the Over-Allotment Option, as applicableif any). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B H (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing beginning on a date that is one hundred eighty (180) days immediately following the commencement of sales of the securities issued in this Offering, which is six (6) months after also the Effective Date Date, and expiring on the five-year anniversary of the Effective Date commencement of sales of the securities issued in this Offering at an initial exercise price per share of Common Share Stock of $t[__], being which is equal to 125110% of the Public Offering Price public offering price of each share of Common Stock sold in the Firm UnitsOffering. The Representative’s Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the for a period of one hundred eighty (180) days after immediately following the Effective Date, and additional restrictions imposed on transferring commencement of sales of the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) securities issued in this Offering and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the securities issued in this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV. In addition, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result Warrants provide for certain demand and piggyback registration rights as more fully described in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereofRepresentative’s Warrant Agreement.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option at the Closing Datefor an aggregate purchase price of $100.00, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of Common an aggregate of [___] Ordinary Shares as (which is equal to an aggregate of 5.0% of the Firm Units and Ordinary Shares sold in the Offering, including any Option Securities issued on such Closing Date or Option Closing DateShares sold in the Over-Allotment Option, as applicableif any). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B E (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing beginning on a date that is one hundred eighty (180) days immediately following the commencement of sales of the securities issued in this Offering, which is six (6) months after also the Effective Date Date, and expiring on the five-year anniversary of the Effective Date commencement of sales of the securities issued in this Offering at an initial exercise price per Common Share share of Ordinary Shares of $t[__], being which is equal to 125110% of the Public Offering Price public offering price of each share of Ordinary Shares sold in the Firm UnitsOffering. The Representative’s Warrant Agreement and the Common Ordinary Shares issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the for a period of one hundred eighty (180) days after immediately following the Effective Date, and additional restrictions imposed on transferring commencement of sales of the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) securities issued in this Offering and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the securities issued in this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV. In addition, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result Warrants provide for certain demand and piggyback registration rights as more fully described in the effective economic disposition Representative’s Warrant Agreement. The Representative’s Warrants may be exercised as to all or a lesser number of Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the securitiessale of the underlying Ordinary Shares at the Company’s expense, to anyone other than an additional demand registration at the warrant holders’ expense, and unlimited “piggyback” registration rights for a period of five (i5) an affiliate years after the Closing at the Company’s expense. The Underwriter’s Warrants shall further provide for anti-dilution protection (adjustment in the number and price of such warrants and the shares underlying such warrants) resulting from corporate events (which would include dividends, reorganizations, mergers, etc.) and future issuance of ordinary shares or employee ordinary share equivalents at prices (or an affiliate of such employeewith exercise and/or conversion prices) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with below the Offering or an officer or partner thereofprice.

Warrant Amount; Term. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date or Option Closing Date, as applicable, a five-year warrant (the “Representative’s Warrant”) for the purchase such number of Common Shares as is equal to 5.0% of the Firm Units and Option Securities issued on such Closing Date or Option Closing Date, as applicable. The Representative’s Warrant agreement, in the form attached hereto as Exhibit B (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Common Share of $t[ ], being equal to 125% of the Public Offering Price of the Firm Units. The Representative’s Warrant and the Common Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Shares during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option Closing Datefor an aggregate purchase price of $100.00, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of an aggregate of _______ shares of Common Shares as Stock (which is equal to 5.0an aggregate of 7% of the Firm Closing Shares and Warrant Shares included in the Closing Units sold in the Offering, excluding any Option Shares and Option Securities issued on such Closing Date or Option Closing DateWarrants sold in the Over-Allotment Option, as applicableif any). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B F (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date of the Registration Statement (the “Initial Exercise Date”) and expiring on the fivethree-year anniversary of the Effective Initial Exercise Date at an initial exercise price per share of Common Share Stock of $t____, being which is equal to 125115% of the Public Offering Price public offering price of the Firm Unitseach Unit. The Representative’s Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative Representatives (and/or its their designees) on the Closing Date or Option Closing Date, as applicable, a five-year warrant for an aggregate purchase price of $100.00 warrants (the “Representative’s WarrantRepresentatives’ Warrants”) for the purchase such number of an aggregate of [●] shares of Common Shares as Stock (which is equal to 5.0an aggregate of 8% of the Firm Units Closing Securities sold in the Offering), with fifty percent (50%) of the Representatives’ Warrants being issued to Maxim and Option Securities fifty percent (50%) of the Representatives’ Warrants being issued on such Closing Date or Option Closing Dateto WallachBeth, as applicable. The Representative’s Representatives’ Warrants shall be issuable pursuant to the Representatives’ Warrant agreement, Agreement in the form attached hereto as Exhibit B C (the “Representative’s Representatives’ Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six (6) months after the effective date of the Registration Statement (the “Effective Date Date”) and expiring on the five-year anniversary of the Effective Closing Date at an initial exercise price per share of Common Share Stock of $t[●], being which is equal to 125% of the Public Offering Price public offering price of the Firm Unitseach Closing Share. The Representative’s Representatives’ Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Representative’s Representatives’ Securities.” The Representative understands Representatives understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Representatives’ Warrant and the Underlying underlying shares of Common Shares Stock during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantRepresentatives’ Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Representatives or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) (i) on the Closing Date or Date, warrants for the purchase of an aggregate of 50,000 shares of Common Stock (which is equal to an aggregate of 5.0% of the Closing Shares sold in the Offering, and (ii) on each Option Closing Date, as applicableif any, a fivean aggregate of 5.0% of the Closing Shares sold in the Over-year warrant Allotment Option, on that Option Closing Date) (collectively, the “Representative’s WarrantWarrants”) for the purchase such number of Common Shares as is equal to 5.0% of the Firm Units and Option Securities issued on such Closing Date or Option Closing Date, as applicable). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B E (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date of the Registration Statement (the “Initial Exercise Date”) and expiring on the five-year anniversary of the Effective Initial Exercise Date at an initial exercise price per share of Common Share Stock of $t6.25, being which is equal to 125% of the Public Offering Price public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or and on any Option Closing DateDate for an aggregate purchase price of $100.00, as applicablewarrants, a five-year warrant (the “Representative’s Warrant”) for the purchase such number of Common Shares as is equal to 5.0% of the Firm Units and Option Securities issued on such Closing Date or Option Closing Date, as applicable. The Representative’s Warrant agreement, substantially in the form attached hereto as Exhibit B D (the “Representative’s Warrant AgreementWarrants”) to purchase up to an aggregate number of shares of Common Stock, equal to 5.0% of the shares of Common Stock to be sold on such date), . The Representative’s Warrants shall be exercisable, in whole or in part, commencing beginning on a date that is one hundred eighty (180) days immediately following the commencement of sales of the securities issued in this Offering, which is six (6) months after also the Effective Date Date, and expiring on the five-year anniversary of the Effective Date commencement of sales of the securities issued in this Offering at an initial exercise price per share of Common Share Stock of $t[●], being which is equal to 125110% of the Public Offering Price public offering price of each Closing Unit sold in the Firm UnitsOffering. The Representative’s Warrant Warrants and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrants (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the for a period of one hundred eighty (180) days after immediately following the Effective Date, and additional restrictions imposed on transferring commencement of sales of the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) securities issued in this Offering and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrants, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the securities issued in this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV. In addition, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result Warrants provide for certain demand and piggyback registration rights as more fully described in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereofRepresentative’s Warrants.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative Representatives (and/or its their designees) on the Closing Date or Option Closing Date, as applicable, a five-year warrant for an aggregate purchase price of $100.00 warrants (the “Representative’s WarrantRepresentatives’ Warrants”) for the purchase such number of an aggregate of 1,960,000 shares of Common Shares as Stock (which is equal to 5.0an aggregate of 8% of the Firm Units shares of Common Stock and Option the Pre-Funded Warrant Shares included in the Closing Securities sold in the Offering), with fifty percent (50%) of the Representatives’ Warrants being issued on such Closing Date or Option Closing Dateto Maxim and fifty percent (50%) of the Representatives’ Warrants being issued to WallachBeth, as applicable. The Representative’s Representatives’ Warrants shall be issuable pursuant to the Representatives’ Warrant agreement, Agreement in the form attached hereto as Exhibit B C (the “Representative’s Representatives’ Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a the later of (i) the date which is six one hundred eighty (6180) months days after the effective date of the Registration Statement (the “Effective Date Date”) and (i) the date on which the Company effectuates the Amendment (as defined below) to its Amended Certificate of Incorporation as described in Section 3(u) of this Agreement, and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Share Stock of $t0.4446, being which is equal to 125130% of the Public Offering Price public offering price of the Firm Unitseach Closing Share. The Representative’s Representatives’ Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Representative’s Representatives’ Securities.” The Representative understands Representatives understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Representatives’ Warrant and the Underlying underlying shares of Common Shares Stock during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantRepresentatives’ Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Representatives or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option Closing Datefor an aggregate purchase price of $100.00, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of an aggregate of 128,000 shares of Common Shares as Stock (which is equal to an aggregate of 5.0% of the Firm Closing Shares and Closing Pre-Funded Warrants included in the Closing Units sold in the Offering, excluding Closing Warrants (and shares issuable upon exercise thereof) and any Option Shares and Option Securities issued on such Closing Date or Option Closing DateWarrants (and shares issuable upon exercise thereof) sold in the Over-Allotment Option, as applicableif any). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B F (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date of the Registration Statement (the “Initial Exercise Date”) and expiring on the fivethree-year anniversary of the Effective Initial Exercise Date at an initial exercise price per share of Common Share Stock of $t5.50, being which is equal to 125110% of the Public Offering Price public offering price of the Firm Unitseach Unit. The Representative’s Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative Representatives (and/or its their designees) on the Closing Date or Option Closing Date, as applicable, a five-year warrant for an aggregate purchase price of $100.00 warrants (the “Representative’s WarrantRepresentatives’ Warrants”) for the purchase such number of an aggregate of 1,040,000 shares of Common Shares as Stock (which is equal to 5.0an aggregate of 8% of the Firm Units shares of Common Stock and Option the Pre-Funded Warrant Shares included in the Closing Securities sold in the Offering), with fifty percent (50%) of the Representatives’ Warrants being issued on such Closing Date or Option Closing Dateto Maxim and fifty percent (50%) of the Representatives’ Warrants being issued to WallachBeth, as applicable. The Representative’s Representatives’ Warrants shall be issuable pursuant to the Representatives’ Warrant agreement, Agreement in the form attached hereto as Exhibit B C (the “Representative’s Representatives’ Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the effective date of the Registration Statement (the “Effective Date Date”) and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Share Stock of $t0.5625, being which is equal to 125% of the Public Offering Price public offering price of the Firm Unitseach Closing Share. The Representative’s Representatives’ Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Representative’s Representatives’ Securities.” The Representative understands Representatives understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Representatives’ Warrant and the Underlying underlying shares of Common Shares Stock during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantRepresentatives’ Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Representatives or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative Underwriters (and/or its designees) on the Closing Date or Option Closing Date, as applicable, a five-year warrant (the “Representative’s Warrant”) for the purchase such of a number of Common the Ordinary Shares as is equal to 5.08% of the sum of (i) the number of the Firm Units Shares and (ii) any Option Securities Shares, issued on such Closing Date or Option Closing Datein the Offering, as applicable. The Representative’s Warrant agreement, in pursuant to the form attached hereto as Exhibit B A (the “RepresentativeUnderwriter’s Warrant AgreementWarrant”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Common Share of $t[7.50], being which is equal to 125% of the Public Offering Price of public offering price per Firm Share, and which shall expire five (5) years after the Firm UnitsEffective Date. The RepresentativeUnderwriter’s Warrant and the Common Ordinary Shares issuable upon exercise thereof of the Underwriter’s Warrant are hereinafter referred to together as the “RepresentativeUnderwriter’s Securities.” The Representative understands Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for demand and “piggyback” registration rights until expiration or until the shares underlying the warrants are eligible for resale pursuant to an exemption from registration; provided, however that (i) no such demand registration rights shall be exercisable after the last day of the fifth (5th) year following the date of commencement of sales of the Offering and (ii) no such “piggyback” registration rights shall be exercisable after the last day of the fifth (5th) year following the date of commencement of sales of the Offering. The Underwriters understand and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the RepresentativeUnderwriter’s Warrant and the Underlying Common Shares Securities during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Date and by its acceptance thereof shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the RepresentativeUnderwriter’s WarrantSecurities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following beginning on the Effective Date date of commencement of sales of the offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Underwriter or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g5110(e)(2), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Warrant Amount; Term. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date or Option Closing Datefor an aggregate purchase price of $100.00, as applicable, a five-year warrant warrants (the “Representative’s WarrantWarrants”) for the purchase such number of an aggregate of 72,000 shares of Common Shares as Stock (which is equal to an aggregate of 5.0% of the Firm Units and Closing Shares sold in the Offering, excluding any Option Securities issued on such Closing Date or Option Closing DateShares sold in the Over-Allotment Option, as applicableif any). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant agreement, Agreement in the form attached hereto as Exhibit B D (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Closing Date (the “Initial Exercise Date”) and expiring on the fivethree-year anniversary of the Effective Initial Exercise Date at an initial exercise price per share of Common Share Stock of $t6.875, being which is equal to 125110% of the Public Offering Price public offering price of the Firm Unitseach Closing Share. The Representative’s Warrant Agreement and the shares of Common Shares Stock issuable upon exercise thereof of the Representative’s Warrant Agreement (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the Underlying Common Representative’s Warrant Shares during the one hundred eighty (180) days after the Effective Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) Closing Date and by its acceptance thereof each shall agree that: (A) the Representative shall that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, the Representative’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Closing Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions; and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the TSXV or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.