AGENCY AGREEMENTAgency Agreement • January 18th, 2018 • Ontario
Contract Type FiledJanuary 18th, 2018 JurisdictionGMP Securities L.P. (“GMP”), and Mackie Research Capital Corporation (together with GMP, the “Agents”) understand that Good Life Networks Inc. (the “Company”) proposes to create, issue and sell by way of private placement a minimum of 99,846,390 subscription receipts of the Company (the “Subscription Receipts”) and a maximum of 122,887,865 Subscription Receipts at a price of $0.0651 per Subscription Receipt (the “Subscription Price”) for aggregate gross proceeds of a minimum of $6.5 million and a maximum of $8 million (excluding the Agent’s Options (as defined herein)). The Subscription Receipts will be duly and validly created pursuant to a subscription receipt agreement (the “Subscription Receipt Agreement”) among the Company, GMP and Computershare Trust Company of Canada, as subscription receipt agent (the “Subscription Receipt Agent”), to be dated as of the Closing Date (as defined herein). Each Subscription Receipt shall entitle the holder thereof to receive, upon automatic exchan